Securities Exchange Act of 1934
Rule 14d-10(a)(1)
Rule 14e-5

Exemptive Letter: Offer by America Movil, S.A.B de C.V. for all outstanding shares of Telmex Internacional, S.A.B. de C.V.

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance and the
Office of Trading Practices and Processing
Division of Trading and Markets

April 23, 2010

Via Facsimile (212) 225-3999 and U.S. Mail

Daniel S. Sternberg, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006

Dear Mr. Sternberg:

We are responding to your letter dated April 22, 2010 to Michele Anderson, Christina Chalk, and Josephine Tao, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, we attach the enclosed photocopy of your correspondence. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter of April 22, 2010.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants exemptions from the following provisions of the Exchange Act and rules thereunder:

• Rule 14d-10(a)(1) under the Exchange Act. This exemption permits the use of the dual tender offer structure of the TII Offers, as described in your letter. The U.S. Offer will be open to all holders of TII ADSs and TII A Shares and TII L Shares not resident in Mexico. The Mexican Offer will be open to all holders of TII A Shares and TII L Shares, including U.S. persons who hold TII A Shares and TII L Shares. In this regard, we note your representation that U.S. holders of TII A and L Shares may not be excluded from the Mexican Offer pursuant to Mexican law.
   
• Rule 14e-5 under the Exchange Act. The exemption from Rule 14e-5 permits AMX to purchase TII L Shares pursuant to the Mexican Offer during the U.S. Offer. You do not request and we do not grant any relief regarding purchases or arrangements to purchase TII Public Securities outside the U.S. Offer otherwise than pursuant to the Mexican Offer. In granting this relief, we note that, except for the relief specifically granted herein, the TII Offers will comply with the requirements of Rule 14e-5. This exemption is subject to the condition that all conditions of Rule 14e-5(b)(11) will be satisfied except for Rule 14e-5(b)(11)(i).

The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated April 22, 2010 and does not represent a legal conclusion with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. The relief is strictly limited to the application to this transaction of the statutory provisions and rules listed above. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission, the Division of Corporation Finance or the Division of Trading and Markets determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Trading and Markets express no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

Sincerely,

For the Commission,
By the Division of Corporation Finance and the Division of Trading and Markets
pursuant to delegated authority,

Michele M. Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Josephine J. Tao
Assistant Director
Office of Trading Practices and Processing
Division of Trading and Markets

Incoming Letters:

The Incoming Letters are in Acrobat format.

• Incoming Letter 1
• Incoming Letter 2

http://www.sec.gov/divisions/corpfin/cf-noaction/2010/americamovil042310.htm