SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                _________________

                                   SCHEDULE TO
                                 (Rule 14d-100)

                      TENDER OFFER STATEMENT UNDER SECTION
           14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. 2)

                                _________________

            COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV)
            -------------------------------------------------------
                       (Name of Subject Company (Issuer))

                 NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV)
                 ----------------------------------------------
                  (Translation of Name of Issuer Into English)

            COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV)
            -------------------------------------------------------
                  (Name of Filing Person (Issuer and Offeror))

                           AMERICAN DEPOSITARY SHARES
              (EACH REPRESENTING 7 SHARES OF CLASS D COMMON STOCK,
                   NOMINAL VALUE BS. 36.90182224915 PER SHARE)
                   ------------------------------------------
                         (Title of Class of Securities)

                                204421101 (ADSs)
                                ---------------
                                 (CUSIP Number)

                     Armando Yanes, Chief Financial Officer
            Compania Anonima Nacional Telefonos de Venezuela (CANTV)
                               Avenida Libertador
                      Centro Nacional de Telecomunicaciones
                          Nuevo Edificio Administrativo
                          Piso 1, Apartado Postal 1226
                             Caracas, Venezuela 1010
                          Telephone: (58) 212-500-6800

                                   Copies to:

             Robert W. Mullen, Jr., Esq. and Lawrence Lederman, Esq.
                       Milbank, Tweed, Hadley & McCloy LLP
                             1 Chase Manhattan Plaza
                            New York, New York 10005
                            Telephone: (212) 530-5000
                            Facsimile: (212) 530-5219

                   ____________________________________________
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                            CALCULATION OF FILING FEE

Transaction Valuation                                       Amount of Filing Fee
   $595,309,740(1)                                                   $119,062(2)

_________


*    Set forth the amount on which the filing fee is calculated and state how it
     was determined.

 (1) The transaction value is calculated by multiplying 19,843,658, the amount
     of ADSs being sought by the offeror, by $30.00, the offer price per ADS.

 (2) The amount of filing fee is calculated by multiplying $595,309,740, the
     transaction valuation, by 0.0002.

Amount Previously Paid: $119,062

Filing Party: Compania Anonima Nacional Telefonos de Venezuela (CANTV)

Form or Registration No.: Schedule TO Date Filed: October 24, 2001

[_]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[_]  third party tender offer subject to Rule 14d-1.
[X]  issuer tender offer subject to 13e-4.
[_]  going-private transaction subject to Rule 13e-3.
[_]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]



This Amendment No. 2 to the Tender Offer Statement on Schedule TO (as amended
hereby, the "Schedule TO") relates to the offer by Compania Anonima Nacional
Telefonos de Venezuela (CANTV), a company (compania anonima) organized under the
laws of the Bolivarian Republic of Venezuela (the "Company" or "CANTV") to
purchase for cash 19,843,658 American Depositary Shares ("ADSs"), representing
in the aggregate 138,905,606 Class D Shares of common stock of the Company (the
"Class D Shares"), for $30.00 per ADS, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated October
24, 2001 (as amended, the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with the Offer to Purchase and any amendments or
supplements thereto, collectively constitute the "U.S. Offer"). Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Offer to Purchase.

All the information set forth in the Offer to Purchase and the related Letter of
Transmittal and any supplement or amendment thereto is incorporated herein by
reference with respect to Items 1 through 11 of this Schedule TO.

ITEM 1.  SUMMARY TERM SHEET

     Item 1 of the Schedule TO is hereby amended and supplemented as follows:

     The first paragraph on page 1 of the Offer to Purchase is hereby amended
and supplemented by adding the following sentence to the end of the paragraph:

     "Class D shares not exchanged for ADSs will be returned to such shareholder
as Class D shares."

     The answer to the question "What are the classes and amounts of securities
sought in this U.S. offer?" on page 3 of the Offer to Purchase is hereby amended
and supplemented by adding the following sentence after the second sentence of
such answer:

     "Class D shares not exchanged for ADSs will be returned to such shareholder
as Class D shares."

     The answer to the question "How will these transactions affect the
ownership of the other shareholders?" on page 6 of the Offer to Purchase is
hereby amended and supplemented by deleting the third sentence therein and
replacing such third sentence with the following two sentences:

     "In addition, Verizon has advised the Company that, GTE Venholdings B.V.,
     an indirect subsidiary of Verizon which owns 4,706,547 ADSs, will also
     tender into the offers a number of CANTV shares or ADSs equal to the
     proportion of total shares tendered in the offers by other shareholders.
     Accordingly, VenWorld's and Venholdings' proportional voting power and
     economic interest should not increase as a result of the offers."

ITEM 4.  TERMS OF THE TRANSACTION

     The first paragraph of the section entitled "INTRODUCTION" on page 10 of
the Offer to Purchase is hereby amended and supplemented by adding the following
sentence before the last sentence of such paragraph:

     "Class D Shares not exchanged for ADSs will be returned to such shareholder
as Class D Shares."

     The first full paragraph on page 25 of the Offer to Purchase is hereby
amended and supplemented by deleting the last sentence therein and adding the
following two sentences:



     "In addition, Verizon has advised the Company that GTE Venholdings B.V., an
     indirect subsidiary of Verizon ("Venholdings"), which owns 4,706,547 ADSs,
     will also tender into the Offers a number of CANTV shares or ADSs equal to
     the proportion of total shares tendered in the Offers by other
     shareholders. Accordingly, VenWorld's and Venholdings' proportional voting
     power and economic interest should not increase as a result of the Offers."

     The fourth full paragraph on page 32 of the Offer to Purchase is hereby
amended and supplemented by deleting the last sentence therein and adding the
following two sentences:

     "In addition, Verizon has advised the Company that, Venholdings, which owns
     4,706,547 ADSs, will also tender into the Offers a number of CANTV shares
     or ADSs equal to the proportion of total shares tendered in the Offers by
     other shareholders. Accordingly, VenWorld's and Venholdings' proportional
     voting power and economic interest should not increase as a result of the
     Offers."

     The section entitled "Conditions of the U.S. Offer" on page 38 of the Offer
to Purchase is hereby amended and supplemented by deleting the following text
from the last sentence of the first paragraph of such section:

     "and prior to the acceptance for payment of the ADSs (including ADSs for
     which Class D Shares have been exchanged."

     The subsection entitled "Termination of the Venezuelan Offer Condition" on
page 40 of the Offer to Purchase is hereby amended and supplemented by adding
the following text to the end of the second paragraph under such subsection:

     "prior to the Expiration Date."

ITEM 6.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

     Item 6 of the Schedule TO is hereby amended and supplemented as follows:

     The subsection entitled "Other Plans" of Section 10 of the Offer to
                              -----------
Purchase is hereby amended and supplemented by adding the following two
paragraphs to the end of such subsection on page 36:

     "From November 2, 2001 through November 4, 2001, representatives of the
Company had discussions with representatives of AES which discussions could have
had the effect of terminating AES's tender offers in the United States and
Venezuela. Discussions were tentative and no agreements or understandings were
reached. There is no assurance that there will be further discussions between
the Company or its representatives and AES or its representatives and, if there
are further discussions, there can be no assurance that any agreement or
understanding will be reached. The Company will not undertake further disclosure
of discussions, if any, between the Company or its representatives and AES or
its representatives until the Company and AES reach an agreement in principal,
if any.

     The Company remains fully committed to completing its currently pending
tender offer in the United States, the share repurchase program in Venezuela and
its previously announced dividends. The Company does not intend to change the
terms of its tender offer, share repurchase program or scheduled dividends in
connection with any termination of the AES offers."


ITEM 10. FINANCIAL STATEMENTS

     The first paragraph of the subsection entitled "Financial Information" on
page 26 of the Offer to Purchase is hereby amended and supplemented in its
entirety as follows:

             "CANTV does not believe its financial statements are material to
     the Offers. Nevertheless, the following selected consolidated financial
     information relating to CANTV and its subsidiaries, which has been taken or
     derived from the audited consolidated financial statements contained in the
     Form 20-F, has been provided for your convenience. Additional financial
     information is available in documents which have been filed by CANTV with
     the SEC. The financial statements of CANTV are prepared in accordance with
     generally accepted accounting principles in Venezuela ("Venezuelan GAAP"),
     which differ in certain important respects from generally accepted
     accounting principles in the United States ("U.S. GAAP"). The primary
     differences between U.S. GAAP and Venezuelan GAAP that apply to the Company
     are as follows:

             Restatement for Inflation. Venezuela follows general price level
             -------------------------
     accounting as prescribed in the Venezuelan Statement of Accounting
     Principles Number 10 "Standards for the Preparation of Financial Statements
     Adjusted for Inflation", as amended (DPC 10). In most circumstances U.S.
     GAAP does not allow for the restatement of financial statements for general
     price level changes. For U.S. GAAP purposes, account balances and
     transactions are stated in the units of currency of the period when the
     transactions originated. This accounting model is commonly known as the
     historical cost basis of accounting. However, because the economy of
     Venezuela has experienced periods of



     significant inflation in the recent past, the use of financial statements
     restated for general price level changes is consistent with the
     requirements of the SEC rules and with the methodology described in
     Statement of Financial Accounting Standards No. 89, "Financial Reporting
     and Changing Prices" (SFAS 89). The U.S. GAAP reconciliations presented
     herein do not, therefore, exclude the effect of the general price level
     accounting as prescribed in DPC 10.

             Accounting for Taxation. Venezuelan GAAP is consistent with the
             -----------------------
     accounting principles set forth in the now superseded U.S. Accounting
     Principles Board Opinion No. 11, "Accounting for Income Taxes" (APB 11).
     Venezuelan GAAP requires that deferred taxes be provided at the tax rates
     prevailing at the time of the provision. In addition, the provision for
     deferred taxes is not adjusted to take into account subsequent changes to
     the statutory rates of taxation. In 1992, the Financial Accounting
     Standards Board (FASB) in the United States adopted Statement of Financial
     Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109).
     This standard requires that deferred tax assets and liabilities be
     established for the tax consequences of "temporary differences" by applying
     enacted statutory tax rates applicable to future years to differences
     between the financial statement carrying amounts and the tax bases of
     existing assets and liabilities. Under SFAS 109, the effect on deferred
     taxes of a change in tax rates is recognized in income in the period that
     includes the enactment date. Valuation allowances are provided for deferred
     tax assets when realization is not assured.

             Accounting for Postretirement Benefits other than Pensions. Until
             ----------------------------------------------------------
     1998, postretirement medical benefits were recorded as operating expenses
     when claims were filed and the Company did not fund its obligation related
     to this plan. U.S. GAAP requires the expected costs of these benefits to be
     recognized systematically over employees' service periods. In 1999, the
     Company adopted International Accounting Standard 19 (IAS 19) and will
     recognize postretirement benefits other than pension systematically over
     employee's service period. As permitted under IAS 19 the accumulated
     postretirement benefits obligation, as of December 31, 1998, was recognized
     as an adjustment to beginning retained earnings, therefore, this item will
     no longer be a difference between U.S. and Venezuelan GAAP.

             Employee Severance Benefits. In accordance with Venezuelan GAAP,
             ---------------------------
     employee severance benefits are reflected as the absolute amount earned in
     accordance with the Venezuelan labor law. U.S. GAAP permits but does not
     require these types of liabilities to be accrued based on actuarial
     estimates, in accordance with Statement of Financial Accounting Standard
     No. 87, "Employers' Accounting for Pensions." (SFAS 87) For U.S. GAAP
     purposes, the Company has chosen to reflect the liability based on
     actuarial assumptions at its discounted value. In addition, in accordance
     with SFAS 89, under U.S. GAAP this item is treated as a nonmonetary
     liability while under Venezuelan GAAP it was considered a monetary
     liability until 1997. In June 1997, the Venezuelan Congress enacted an
     amendment to the labor law regarding severance benefits. As a result of the
     amendment to the labor law, these employee severance benefits are treated
     as a defined contribution plan and discounting is no longer applicable.
     Also, under SFAS 89, employee severance benefits became a monetary item for
     U.S. GAAP purposes due to its defined contribution plan nature.

             Capitalized Interest. In accordance with Venezuelan GAAP, in its
             --------------------
     inflation adjusted financial statements, the Company does not capitalize
     interest costs incurred in connection with the construction of major
     capital projects. Under U.S. GAAP, the amount of interest incurred in
     connection with the construction of these projects is reflected in
     inflation adjusted financial statements. The amount capitalized is
     calculated by applying the composite weighted average interest rates of
     outstanding borrowings to construction work in process balances during each
     applicable period. Capitalized interest is included in property, plant and
     equipment and depreciated over the lives of the related assets.



             Treasury Stock. One percent of the shares, or 10,000,000 shares,
             --------------
     issued at privatization were purchased by the Company from the Venezuelan
     government to be distributed to employees in the form of awards. The
     Company's cost of these shares is recorded in Other assets. U.S. GAAP for
     publicly traded entities reflects these shares as treasury stock.

             Earnings Per Share. Statement of Financial Accounting Standard No.
             ------------------
     128, "Earnings per Share" (SFAS 128) establishes standards for computing
     and presenting earnings per share (EPS) as it applies to entities with
     publicly held common stock. It replaces the presentation of primary and
     fully diluted EPS with a presentation of basic and diluted EPS. It requires
     dual presentation of basic and diluted EPS for all entities with complex
     capital structure."

ITEM 11. ADDITIONAL INFORMATION

     The subsection entitled "Venezuelan Legal Proceeding" on page 41 of the
Offer to Purchase is hereby amended and supplemented to add the following
paragraph after the first paragraph under such subsection:

             "On October 24, 2001, the First Administrative Court in Caracas
     declined to grant plaintiff's requested relief on the ground that, as a
     result of the publication of the Venezuelan Offer made by CANTV prior to
     the extraordinary shareholder meeting, the plaintiff was deemed to be
     sufficiently informed regarding the content of such offering."



                                    SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.

Date:  November 5, 2001


                                           /s/ GUSTAVO ROOSEN
                                           ------------------
                                           Name: Gustavo Roosen
                                           Title: President, Chairman and Chief
                                           Executive Officer