Securities Exchange Act of 1934
Rules 14d-10(a)(2) and 14d-11
Rule 14e-1(b)

October 9, 2007

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

Jeffrey L. Kochian, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
47th Floor
New York, NY 10166

Dear Mr. Kochian:

We are responding to your letter dated October 9, 2007 addressed to Brian V. Breheny and Adé K. Heyliger, as supplemented by telephone conversations with the staff of the Division of Corporation Finance, with regard to your request for exemptive and no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and the facts presented in your letter, the staff of the Division of Corporation Finance hereby grants an exemption from:

• Exchange Act Rule 14d-11. The exemption from Rule 14d-11 permits the Company to include a subsequent offering period that will begin as of the expiration of the initial offering period and continue until the end of the period required under Brazilian law, including any extensions of the period required by the CVM as described in your letter.
   
• Rule 14d-10(a)(2) and Rule 14d-11(f). The exemptions from Rule 14d-10(a)(2) and Rule 14d-11(f) permit the Company to offer consideration during the subsequent offering period which differs from the consideration offered during the initial offering period solely by virtue of the incremental interest payment calculated as of the Auction Date through the date of payment, as required under Brazilian law and described in your letter.

In addition, on the basis of your representations and the facts presented in your letter, the staff of the Division of Corporation Finance will also not recommend enforcement action pursuant to Rule 14e-1(b) under the Exchange Act if the Company pays consideration which will fluctuate during the subsequent offering period because of the interest accrued thereon, as required by Brazilian law and described in your letter.

The foregoing exemptions and no-action position are based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the Commission staff. The relief 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 any of the representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 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 Division of Corporation Finance expresses no view on any questions that may be raised by the proposed transaction, including but not limited to the adequacy of disclosure concerning an applicability of any other federal or state laws to the proposed transaction.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/telemar100907-sec14.htm