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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Compania Anonima Nacional
Telefonos de Venezuela
Title of Class of Securities: Class D Shares
CUSIP Number: P3055Q103
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Dimitrijevic, c/o Everest Capital Limited, Corner House,
20 Parliament St., Hamilton HM 12, Bermuda
(Date of Event which Requires Filing of this Statement)
April 14, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following line if a fee is being paid with this
statement[ ]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. P3055Q103
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Everest Capital Limited
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
Class D Shares: 19,522,300
8. Shared Voting Power:
9. Sole Dispositive Power:
Class D Shares: 19,522,300
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Class D Shares: 19,522,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.22%
14. Type of Reporting Person
CO
The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that Everest Capital Limited's (the
"Reporting Person") ownership of Class D shares (the "Shares") of
Compania Anonima Nacional Telefonos de Venezuela (the "Issuer")
has increased from 5.16% to 6.22% of the Shares outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration.
As described in Item 2(c) above, the Reporting Person
exercises investment discretion with respect to the
capital of Everest Capital Fund, L.P., Everest Capital
International Ltd. and Everest Frontier Fund, L.P. In
that capacity, the Reporting Person purchased the
Shares, which are the subject of this Schedule 13D, on
behalf of Everest Capital Fund, L.P., Everest Capital
International Ltd. and Everest Frontier Fund, L.P. for
an aggregate purchase price of $59,461,711.53. The
funds for the purchase of the Shares came from the
working capital of Everest Capital Fund, L.P., Everest
Capital International Ltd. and Everest Frontier Fund,
L.P. or from margin loans entered into in the ordinary
course of business.
Item. 4 Purpose of Transactions.
No change.
Item 5. Interest in Securities of Issuer.
(a) Based on the Issuer's Prospectus dated November 21,
1996 there were 313,936,792 Shares outstanding. As
of the date hereof, the Reporting Person is deemed
to be the beneficial owner of 19,522,300 Shares (of
which 14,622,300 Shares are owned through 2,088,900
American Depository Receipt Shares ("ADR Shares"),
each representing seven Shares, and 4,900,000
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Shares owned through options to purchase 700,000
ADR Shares). Therefore, the Reporting Person is
deemed to beneficially own 6.22% of the outstanding
Shares.
(b) The Reporting Person has the sole power to vote and
dispose of all the shares held by the above
mentioned entities.
(c) All transactions in the Shares effected by the
Reporting Person during the sixty days prior to
April 14, 1997 were effected in open-market
transactions and are set forth in Exhibit A hereto.
(d) No other person is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of
the Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Schedule of Transactions in the Shares
in the sixty days prior to April 14,
1997 effected by the Reporting Person.
Signature
After reasonable 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.
April 25, 1997
____________________________
Date
Everest Capital Limited
/s/ Marko Dimitrijevic
Title: President
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Price Per Share
Shares Acquired (Excluding
Date or (sold) Commission)
____ _______________ _____________
3/3/97 20,000 $30.80
3/5/97 75,000* 30
3/6/97 18,000 28.63
3/6/97 150,000* 30
3/7/97 (350,000) 29.07
3/7/97 100,000* 30
3/12/97 50,000 27
3/13/97 100,000* 30
3/21/97 (125,000)** 30
4/2/97 41,000 28.93
4/3/97 50,000 29.49
4/4/97 40,000 29.59
4/8/97 40,000 30.74
4/9/97 62,500 30.98
4/9/97 37,500 30.88
4/10/97 50,000* 30
4/11/97 75,000 29.42
4/14/97 60,000 29.10
4/15/97 30,000 29.38
4/16/97 50,000 29.43
4/18/97 (100,000)** 30
___________
* Transaction was a purchase of options to purchase ADR Shares.
** Transaction was the expiration of options to purchase ADR
Shares.
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00119032.AB4
