WASHINGTON, DC 20549

                                 SCHEDULE 14D-9
                                (AMENDMENT NO. 2)

                                 (RULE 14D-101)


                             Name of Subject Company

              (Translation of Subject Company's name into English)

                           VERIZON COMMUNICATIONS INC.
                      (Name of Person(s) Filing Statement)

                           American Depositary Shares
                (each representing the right to receive 7 Class D
                   shares of common stock of Compania Anonima
                    Nacional Telefonos de Venezuela (CANTV),
                     par value Bs.36.90182224915 per share)
                         (Title of Class of Securities)

                      (CUSIP Number of Class of Securities)

                                 Marianne Drost
                      Senior Vice President, Deputy General
                         Counsel and Corporate Secretary
                           Verizon Communications Inc.
                           1095 Avenue of the Americas
                            New York, New York 10036
                                 (212) 395-1783
  (Name, address and telephone numbers of person authorized to receive notices
            communications on behalf of the persons filing statement)

                                   Copies to:

              Steven Zipperstein                            Raymond Gietz
Senior Vice President & Deputy General Counsel        Weil Gotshal & Manges LLP
            Verizon Services Corp.                        767 Fifth Avenue
         1095 Avenue of the Americas                  New York, New York, 10153
           New York, New York 10036                         (212) 310-8702
                (212) 395-1295

[__]  Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.

         This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by
Verizon Communications Inc. ("Verizon") with the SEC on October 10, 2001, as
amended and supplemented prior to the date hereof (the "Schedule 14D-9"), in
respect of the subject company, Compania Anonima Nacional Telefonos de Venezuela
(CANTV) (the "Company"), related to (a) the tender offer by the AES
Comunicaciones de Venezuela. C.A., a company organized under the laws of
Venezuela ("Purchaser") , which is jointly owned by The AES Corporation ("AES")
and AES's 87% owned subsidiary, Corporacion EDC, C.A. ("CEDC"), upon the terms
and subject to the conditions set forth in the offer to purchase, dated
September 25, 2001 (the "Offer to Purchase"), and the related letter of
transmittal (which together constitute the "U.S. Offer"), pursuant to which
Purchaser makes an offer to purchase for $24.00 per American Depository Shares
of the Company (each an "ADS" and, collectively, the "ADSs"), net to each seller
in cash, less any withholding taxes and without interest thereon, an aggregate
of 28,566,944 ADSs and (b) the offer by Purchaser, AES and CEDC (the "Venezuelan
Offer" and, together with the U.S. Offer, the "Offers") to purchase 199,968,608
shares of common stock of the Company, par value Bs. 36.90182224915 per share
(the "Shares"), validly tendered and not properly withdrawn prior to the
expiration of the Venezuelan Offer, each for $3.4285714 in cash payable in U.S.
dollars or in Bolivares to tendering holders that elect to be paid in Bolivares.
Capitalized terms used but not defined herein have the meanings assigned to them
in the Schedule 14D-9.


         Item 3 of the Schedule 14D-9 is hereby amended and supplemented by

         (a) adding the following text at the end of the third paragraph

                  "As disclosed in Exhibit (E)(2) to the Schedule 14D-9, 22
         expatriate employees of Verizon or a Verizon affiliate are seconded to
         work at the Company, which means that although they are on a Verizon
         payroll, all their costs are reimbursed by the Company and their work
         is for the benefit of the Company. These 22 expatriate employees
         include Messrs. Roosen, Llatas and Yanes."

         and (b) adding the following text at the end thereof:

                  "Four employees of Verizon affiliates (including Messrs.
         Roosen and Llatas) serve on the Company's 9-person Board of Directors.
         The Purchaser has disclosed in its Offer to Purchase that it currently
         intends, as soon as practicable after consummation of the Offers, to
         seek majority representation on the Board of Directors of the Company.
         The Purchaser also disclosed in its Offer to Purchase that its
         designees to the Company's Board of Directors would be employees of AES
         or its subsidiaries (including CEDC). The Offer to Purchase further
         states that dependant on the number of individuals the Purchaser has
         the right to elect, the Purchaser believes that other members could
         include current members of the Company's Board of Directors and other
         individuals not affiliated with the Company.

                  As disclosed above in this Item 3 and on Exhibit (E)(2),
         Verizon affiliates are parties with the Company to the Services
         Agreement and similar agreements and arrangements. In consideration of
         providing the services made available to the Company under these
         arrangements, Verizon affiliates are paid and reimbursed costs. Amounts
         previously paid and reimbursed are set forth in Exhibit (E)(2).
         Although Verizon has not made any definitive determination to date,
         Verizon believes that it is likely that neither Verizon nor AES would
         favor the continuation of the broad services and other arrangements
         between Verizon and the Company following acquisition of control by
         AES. These agreements and arrangements generally are on economically
         beneficial terms to the Company, and have been made available to the
         Company by reason of Verizon's present interest in the Company. Also,
         AES has publicly criticized the management of the Company and has
         indicated its desire to change course. Verizon would, however, consider
         any proposals that AES might make to modify and/or induce Verizon to

         continue any aspect of the services and arrangements. Also, Verizon
         would continue to be a significant shareholder of the Company and would
         consider continuing for some period of time any aspect of the services
         and arrangements desired by AES if it were determined by Verizon to be
         in furtherance of its interests to do so. Verizon does not believe that
         any termination of these relationships following assumption of control
         of the Company by AES would be material to Verizon. See Item 4(b)."


         Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text to the end thereof:

                  "Verizon has had and intends to continue to have discussions
         with Company representatives as to Verizon's views regarding possible
         terms of a dividend and share repurchase program and future dividend
         policy and intends to continue to urge that such views be adopted. In
         addition, Verizon employees that sit on the Company board participate
         as Company directors in the board's consideration of these matters.



         After due 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.

                                  VERIZON COMMUNICATIONS INC.

                                  By:    /s/ Michael T. Masin
                                  Name:  Michael T. Masin
                                  Title: Vice Chairman and President

Dated:   October 17, 2001