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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.: *
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)
February 7, 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: 16,204,300
8. Shared Voting Power:
9. Sole Dispositive Power:
Class D Shares: 16,204,300
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Class D Shares: 16,204,300
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)
5.16%
14. Type of Reporting Person
CO
The purpose of this Schedule 13D is to report Everest Capital
Limited's (the "Reporting Person") ownership of Class D shares
(the "Shares") of Compania Anonima Nacional Telefonos de
Venezuela (the "Issuer").
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Class D Shares of Compania
Anonima Nacional Telefonos de Venezuela
The name and address of the principal executive and
business office of the Issuer is:
Edificio CANTV, Primer Piso
Avenida Libertador
Caracas, Venezuela
Item 2. Identity and Background
(a) Everest Capital Limited
(b) Corner House, 20 Parliament Street, Hamilton
HM 12, Bermuda
(c) The principal business of the Reporting Person is
to act as an investment manager for Everest Capital
Fund, L.P., a Delaware limited partnership, and
Everest Frontier Fund, L.P., a limited partnership
formed under the laws of the Cayman Islands, for
which the Reporting Person serves as General
Partner, and Everest Capital International Ltd., a
corporation organized under the laws of the British
Virgin Islands, for which the Reporting Person
Serves as Investment Manager. Mr. Marko
Dimitrijevic is President of the Reporting Person.
(d) During the last five years, neither the Reporting
Person nor any person affiliated with the Reporting
Person has been convicted in any criminal
proceeding, excluding traffic violations or similar
misdemeanors.
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(e) During the last five years, neither the Reporting
Person nor any person affiliated with the Reporting
Person has been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction as a result of which it or such person
is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) The Reporting Person is a corporation organized
under the laws of Bermuda.
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 $50,314,800.11. 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.
The Shares held by the above mentioned entities were
acquired for, and are being held for, investment
purposes. The acquisitions of the Shares described
herein were made in the ordinary course of the Reporting
Person's business or investment activities, as the case
may be. The Reporting Person, on behalf of the above
mentioned entities, reserves the right to purchase or
sell Shares in privately negotiated transactions or in
any other lawful manner in the future.
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 February 14, 1997, the Reporting Person was
deemed to be the beneficial owner of 16,204,300
Shares (of which 12,704,300 shares are owned
through 1,814,900 American Depository Receipt
Shares ("ADR Shares"), each representing seven
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Shares, and 3,500,000 Shares owned through options
to purchase 500,000 ADR 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
February 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
Except as described herein, there are no contracts,
arrangements, understandings or relationships between
the persons named in Item 2 hereof or between such
persons and any other person with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Schedule of Transactions in the Shares
in the past sixty days made 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.
February 18, 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)
____ _______________ _____________
12/17/96 25,000 26.50
1/2/97 (65,000) 28.02
1/6/97 50,000 28.20
1/7/97 25,000 28.13
25,000 28.25
1/8/97 50,000 28.50
1/8/97 25,000 28.63
1/10/97 20,000 29.13
1/14/97 40,000 29.19
1/15/97 20,000 28.50
1/17/97 58,500 29.00
1/21/97 44,600 28.70
1/27/97 25,000 27.75
1/29/97 50,000 27.74
1/29/97 50,000 27.80
1/30/97 23,500 27.99
1/31/97 20,800 28.25
2/3/97 20,000 28.00
2/4/97 15,000 27.75
2/4/97 300 27.63
2/5/97 25,000 27.75
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2/6/97 23,195 27.63
2/6/97 50,000 27.63
2/7/97 500,000 30.80
2/10/97 50,000 28.00
2/11/97 50,000 28.50
2/12/97 20,000 29.25
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00119032.AA6
