Securities Exchange Act of 1934
Rule 12h-3

June 20, 2007

Response of the Office of International Corporate Finance
Division of Corporation Finance

Based on the facts presented, it is the Division's view that the effectiveness of Telemar Participações S.A. registration statement on Form F-4 during the fiscal year ending December 31, 2006 would not preclude Telemar from utilizing Rule 12h-3 under the Securities Exchange Act of 1934. In reaching this position, we particularly note that no securities were sold pursuant to the registration statement on Form F-4 and Telemar has withdrawn the registration statement pursuant to Rule 477 under the Securities Act of 1933. We assume that, consistent with the representations made in your letter, Telemar will file certifications on Form 15 making appropriate claims under Exchange Act Rule 12h-3 no later than the filing deadline for its annual report on Form 20-F for the fiscal year ended December 31, 2006.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/telemar062007-12h-3.htm