Securities Exchange Act of 1934
Rule 13e-3(f)(1)
General Instruction D to Schedule 13E-3

Exemptive Letter: Telefonica S.A.'s mandatory acquisition of
Telefonica de Argentina S.A.

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

October 7, 2009

Via Facsimile 212-701-5529 and U.S. Mail

Diane Kerr
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017

Dear Ms. Kerr:

We are responding to your letter dated October 7, 2009 to Michele Anderson and Christina Chalk, as supplemented by conversations with the staff. We attach a copy of your letter to avoid having to repeat or summarize the facts you present there. Defined terms we use here have the same meaning as in your letter of October 7, 2009, unless otherwise noted.

On the basis of your representations and the facts presented in your letter, the Commission hereby grants TEF and TASA an exemption from the timing requirements set forth in Rule 13e-3(f)(1) and General Instruction D to Schedule 13E-3 under the Exchange Act. This exemption will permit TEF and TASA to file and disseminate a Schedule 13E-3 in connection with TEF's declaration of acquisition of those TASA Class B Shares it does not already own according to the timetable set forth in your letter.

In this regard, we note that pursuant to Argentine law, the acquisition of Class B Shares will happen as a matter of law upon the approval of the Argentine CNV. TEF does not control the timing of the CNV approval process, which does not operate according to a set timetable. Therefore, TEF and TASA cannot ensure that a set period of time will pass between the filing and dissemination of the Schedule 13E-3 and the CNV approval. However, holders of Class B Shares may exercise Appraisal Rights for a period of at least three months after learning of the final Transaction price upon CNV approval.

The foregoing exemption is based solely on the representations and the facts presented in your letter dated October 7, 2009, as supplemented by telephone conversations with the Commission staff. The relief provided above is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if there is a change in any of the facts or representations set forth in your letter.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and Rule 10b-5 under the Exchange Act. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in this transaction. The Division of Corporation Finance expresses no view with respect to any other questions the proposed transaction may raise, 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,
pursuant to delegated authority,

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

Incoming Letters:

The Incoming Letters are in Acrobat format.

• Incoming Letter 1
• Incoming Letter 2

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/
telefonica100709-13e3.htm