SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 6-K

                  REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
          RULE 13A-16 OR 15D-16OF THE SECURITIES EXCHANGE ACT OF 1934


                         For the month of January 2005

                          (Commission File No. 1-14032)

                   Telecomunicacoes Brasileiras S.A.--Telebras
             (Exact name of registrant as specified in its charter)

               Brazilian Telecommunications Corporation--Telebras
                  (Translation of registrant's name in English)

                             SAS--Quadra 6, Bloco E
                             70313-900 Brasilia--DF
                        The Federative Republic of Brazil
                    (Address of Principal Executive Offices)

(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)

                            Form 20-F  X    Form 40-F
                                      ---             ---

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1))

                              (Check One) Yes      No X
                                             ---     ---

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7))

                              (Check One) Yes      No X
                                             ---     ---

(Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

                               (Check One) Yes      No X
                                             ---     ---

(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b). 82- .)

<PAGE>

                    (Free Translation into English from the Original Previously
                    Issued in Portuguese)


                    Telecomunicacoes Brasileiras S.A. - TELEBRAS


                    Quarterly Financial Information
                    for the Nine-month Period
                    Ended September 30, 2004 and
                    Independent Auditors' Review Report



                    KPMG Auditores Independentes

(Convenience Translation into English from the Original Previously Issued
in Portuguese)
-------------------------------------------------------------------------

INDEPENDENT AUDITORS' SPECIAL REVIEW REPORT

To the Directors and Shareholders of
Telecomunicacoes Brasileiras S.A. - TELEBRAS
Brasilia - DF
-------------

1.   We have reviewed the accompanying quarterly financial information (ITR) of
     Telecomunicacoes Brasileiras S.A. - TELEBRAS as of and for the nine-month
     period ended September 30, 2004, consisting of the balance sheet as of
     September 30, 2004, the statement of income for the nine-month period then
     ended, performance report and other relevant information, all prepared in
     conformity with Brazilian accounting practices.

2.   We conducted our review in accordance with specific standards established
     by the Brazilian Institute of Independent Auditors (IBRACON) and the
     Federal Accounting Council, which consisted principally of: (a) inquiries
     of and discussions with persons responsible for the accounting, financial
     and operating areas about the criteria adopted in preparing the quarterly
     financial information, and (b) review of the information and subsequent
     events that have or may have material effects on the financial position and
     operations of the Company.

3.   Based on our special review, we are not aware of any material modifications
     that should be made to the quarterly financial information above referred
     for it to be in conformity with Brazilian accounting practices and
     standards issued by the Brazilian Securities Commission (CVM), specifically
     aimed at preparing such quarterly financial information.

4.   As mentioned in Note 1 to the quarterly financial information, TELEBRAS is
     in the process of discontinuing its operations, awaiting the Extraordinary
     General Shareholders' Meeting that will deliberate on the Company's
     dissolution and appointment of a liquidator, which shall, according to
     Telebras' management, occur only after the judgment of the preliminary
     injunction regarding a claim for declaration of unconstitutionality that
     suspended "ad referendum", among others, article 30 of Law 9,986 dated July
     18, 2000. Such Law implemented ANATEL's Special Staff to absorb TELEBRAS'
     employees seconded to ANATEL. This matter shall be addressed again by the
     Telebras' Board of Director in face of enactment of Law 10.871/04 (former
     Provisional Measure 155/03). Since the aforementioned deliberations have
     not yet occurred, the financial statements referred to in paragraph 1 have
     been prepared on a going concern basis and, accordingly, do not include all
     adjustments to liability accounts as to the amounts that might be necessary
     to settle obligations, as well as future disbursements or surge of new
     liabilities that could result from the liquidation process.

5.   As discussed in Note 10 to the financial statements, TELEBRAS is a party to
     various lawsuits, which have been evaluated and classified by its legal
     counsel according to the risk of loss to the Company. Based on legal
     counsel's evaluation, the Company has recorded a contingency provision for
     lawsuits classified as probable loss but has not recorded a provision for
     lawsuits classified as possible or remote loss, the amounts of which are
     disclosed in Note 10. Due to the materiality of the amounts of lawsuits
     classified as possible or remote loss and therefore not accrued, the
     Company's net equity may have to be used in full to meet liabilities
     resulting from the outcome of these lawsuits, with no balance remaining to
     be distributed to the shareholders.

6.   The financial statements for the nine-month period ended September 30,
     2004, were audited by other independent auditors, who prepared their
     special report review as of November 17, 2003. The Financial Statements for
     the period ended December 31, 2003 were also audited by the same auditor
     who issued their report on January 21, 2004. Both reports thereon, dated
     November 17, 2003 and January 21, 2004, respectively, discuss the matters
     mentioned in paragraphs 4 and 5 above.

7.   The accompanying quarterly financial information has been translated into
     English for the convenience of readers outside Brazil.

Brasilia, November  12, 2004

KPMG Auditores Independentes
CRC SP014428/O-6-F-DF

Francesco Luigi Celso
Accountant CRC SP175348/O-5-S-DF



<PAGE>

(Convenience Translation into English from the Original Previously Issued in
Portuguese)
----------------------------------------------------------------------------

TELECOMUNICACOES BRASILEIRAS S.A. - TELEBRAS
--------------------------------------------

BALANCE SHEETS AS OF SEPTEMBER 30, 2004 AND JUNE 30, 2004
(In thousand of Brazilian reais - R$)
--------------------------------------------------------------------------------

                                                      September          June
ASSETS                                                 30, 2004        30, 2004
------                                                 --------        --------

CURRENT ASSETS                                         163,320         159,878
                                                       -------         -------
Cash and cash equivalents                              148,831         144,209
Recoverable taxes                                        4,295           4,428
Other assets                                            10,194          11,241

LONG-TERM ASSETS                                       115,995         114,943
                                                       -------         -------
Recoverable taxes                                       94,897          93,927
Escrow deposits                                         19,463          19,239
Other assets                                             1,635           1,777

TOTAL ASSETS                                           279,315         274,821
                                                       =======         =======

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES                                     71,794          70,509
                                                       -------         -------
Suppliers                                                  483             718
Taxes and contributions                                      0             226
Employment termination provisions                       40,523          40,397
Provision for contingencies                              3,865           3,813
Payroll and related accruals                             7,535           6,477
Third parties' consignments                                255             225
Other liabilities                                       19,133          18,653

LONG-TERM LIABILITIES                                  101,210          99,611
                                                       -------         -------
Provision for contingencies                            100,206          98,607
Other liabilities                                        1,004           1,004

SHAREHOLDERS' EQUITY                                   106,311         104,701
                                                       -------         -------
Capital                                                219,455         219,455
Accumulated deficit                                   (113,144)       (114,754)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             279,315         274,821
                                                       =======         =======

The accompanying notes are an integral part of this quarterly
financial information.
--------------------------------------------------------------------------------


<PAGE>

--------------------------------------------------------------------------------

(Convenience Translation into English from the Original Previously Issued in
Portuguese)

TELECOMUNICACOES BRASILEIRAS S.A. - TELEBRAS
--------------------------------------------

STATEMENTS OF INCOME
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2004 AND 2003
(In thousand of Brazilian reais - R$)
--------------------------------------------------------------------------------
<TABLE>

                                                     07/01/2004    01/01/2004       07/01/2003       01/01/2003
                                                      through       through           through         through
                                                     09/30/2004    09/30/2004        09/30/2003      09/30/2003
                                                     ----------    ----------        ----------      ----------
<S>                                                   <C>            <C>              <C>            <C>
OPERATING EXPENSES
General and administrative expenses                   (1,798)        (5,374)          (1,570)        (5,106)
Provision for contingencies                           (1,651)        (5,300)          (2,974)       (10,665)

FINANCIAL INCOME (EXPENSES)
Financial income                                       7,333         21,344           10,584         32,999
Financial expenses                                      (504)        (1,444)            (439)        (1,703)

Other operating income                                                  133                1             40
Other operating expenses                                (747)        (4,502)            (738)        (3,092)

OPERATING INCOME                                       2,633          4,857            4,864         12,473

NONOPERATING INCOME                                                     145                0          2,268
NONOPERATING EXPENSES                                                                     (1)            (1)
NET INCOME BEFORE INCOME AND SOCIAL CONTRIBUTION       2,633          5,002            4,863         14,740
TAXES


INCOME TAX                                              (751)        (2,074)          (1,333)        (3,988)

SOCIAL CONTRIBUTION TAX                                 (272)          (751)            (481)        (1,446)

NET INCOME                                             1,610          2,177            3,049          9,306

NET INCOME PER SHARE                                 0.00000        0.00000          0.00001        0.00002

Shares outstanding (ex-treasury shares) (in      556,429,222    556,429,222      556,429,222    556,429,222
thousands)

</TABLE>

The accompanying notes are an integral part of this quarterly financial
information.

--------------------------------------------------------------------------------


(Convenience Translation into English from the Original Previously Issued in
Portuguese)

TELECOMUNICACOES BRASILEIRAS S.A. - TELEBRAS
--------------------------------------------

NOTES TO THE QUARTERLY FINANCIAL INFORMATION
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2004
--------------------------------------------------------------------------------
(In thousand Brazilian reais - R$)


1 - COMPANY'S OPERATIONS

Telecomunicacoes Brasileiras S.A - TELEBRAS ("TELEBRAS' or "Company") is a
mixed-capital corporation under jurisdiction of the Ministry of Communications
and began operations on November 9, 1972, as authorized by Law No. 5,792 of July
11, 1972, having been the holding company of 54 telecommunications
concessionaires (27 fixed telephone operators, 26 cellular operators and 1 long
distance carrier) until its spin-off held on May 22, 1998.

The Extraordinary General Shareholders' Meeting held on May 22, 1998 approved
the partial spin-off of TELEBRAS, which resulted in the incorporation of 12 new
holding companies. These new holding companies were later privatized on July 29,
1998. No longer the holding company of the Telebras System, Telebras remained as
a shell company.

As a result of the spin-off held on May 22, 1998 (based on the balance sheet as
of February 28, 1998), TELEBRAS no longer has operational assets generating
income and basically has sustained its operations with income from financial
investments. As of June 30, 2004, the Federal Government held 76.46% of the
common voting shares and 47.60% of the total capital that, added to the interest
held by other federal government-owned companies, totals 51.38% of the total
capital.

The Company is presently in the process of discontinuing its operations,
awaiting the Extraordinary General Shareholders' Meeting that will deliberate on
the Company's dissolution and appointment of a liquidator. Such meeting shall
occur, according to a decision from Telebras' Board of Directors dated December
27, 2000, and agreed to by the Ministry of Communications, only after the
judgment by the Brazilian Federal Supreme Court ("STF") of the preliminary
injunction regarding a claim for declaration of unconstitutionality (ADI) No.
2,310. In face of the Law 10.871 enacted on May 20, 2004, (Official Gazette from
May 21, 2004), Telebras' Board of Directors decided on August 10, 2004
(Executive Board Meeting 272) that such issue shall be addressed again after
Anatel's staff selection program, currently under progress, is held, as well as
a bill addressing Brazilian regulatory agencies' new functions, currently also
under discussion in the Brazilian Lower House, is passed.

2 - PRESENTATION OF FINANCIAL STATEMENTS

a)   Basis of Presentation

The accompanying financial statements have been prepared in accordance with
accounting practices established by the Brazilian corporate law, standards
established by the Brazilian Securities Commission (CVM) and, where appropriate,
standards applicable to concessionaires of public telecommunications services.


3 - SUMMARY OF PRINCIPAL ACCOUNTING PRACTICES

a)   Estimates

Accounting estimates are based on objective and subjective premises and on
Telebras administration's judgment to determine the fair value to be recorded in
its financial statements. Provision for contingencies, provision for Telebras'
employee severance program and other provision related to benefits to employees.
Settlement of transaction based on such estimates might result in values
materially different due to deficiencies involved in the estimation process.
Telebras revises its estimates and assumptions periodically.

b)   Cash Equivalents

Cash equivalents are considered as short-term investments (daily) and are stated
at cost plus accrued interest through the balance sheet date.

c)   Recoverable Taxes

Recoverable taxes are composed principally of income taxes withheld at source by
third parties, recorded at the net amount expected to be refunded by the Federal
Government.

d)   Income and Social Contribution Taxes

As from 1998, the Company no longer recognizes deferred tax assets for income
and social contribution taxes regarding deductible temporary differences and tax
loss carryforwards, due to uncertainty over their future recovery, charging the
corresponding effects to income as detailed in Note 6.

Income and social contribution taxes are computed according to the effective
income and social contribution tax rates. Tax loss carryforwards are offset,
when applicable, limited to 30% from taxable income.

e)   Other Receivables - Short Term Assets

According to specific legislation, payroll and payroll accruals incurred by
Telebras with its employees seconded to the National Telecommunications Agency
(ANATEL) and other government agencies, are not recorded as Company expenses,
but under the caption 'Other Current Assets', as shown in Note 7.

f)   Other Short Term and Long Term Assets

Such credits are recorded at their probable realization value.

g)   Vacation Provision

Vacation due to employees (including employees seconded) is accrued as due.

h)   Provision for Contingencies

Provision for contingencies is based on evaluations made by Telebras' legal
counselors as to the risk of losses related to the lawsuits existing on the
balance sheet date. The nature of the contingencies is summarized in Note 10.

i)   Other short and long term liabilities

Such amounts are presented at their known value and when applicable, are accrued
for interest earnings, exchange and other restatements up to the balance sheet
date.

j)   Results

Operating results are computed on an accrual basis.

k)   Financial Income (Expenses)

Financial income (expenses) represents interest and monetary variation
earned/incurred from financial investments, other assets and liabilities.

l)   Post-retirement Benefit Plans

Contributions to post-retirement benefit plans are actuarially determined and
recorded on an accrual basis. Further information regarding such plans is
provided in Note 20.

m)   Earnings and Book Share Value per Thousand Shares

Earnings and Book Share Value per thousand shares computation was based on the
number of shares outstanding on the balance sheet date, of which 346,399,225,000
are common shares (net of 19,366 thousand treasury shares) and 210,029,997
thousand are preferred shares, totaling 556,429,222 thousand shares as of
September 30, 2004 and June 30, 2004).

4 - CASH AND CASH EQUIVALENTS

                                                   09.30.2004      06.30.2004
                                                   ----------      ----------

Bank accounts                                           1,926              28
Short-term investments - Banco do Brasil - FRF        146,905         144,181
                                                   ----------      ----------
Total                                                 148,831         144,209
                                                   ==========      ==========

5 - RECOVERABLE TAXES

Recoverable taxes consist of the following:

<TABLE>
                                                                          Additions
                                                                            Selic       Offset
                      ACCOUNTS                    Balance     Additions   interest   against own    Balance
                                                  06.30.04    principal      rate        debts      09.30.04
                                                  --------    ---------      ----        -----      --------

<S>                                                <C>         <C>        <C>            <C>        <C>
Withholding income tax on financial investments    63,909      1,098      1,252          (751)      65,508
Withholding income tax on dividends                 2,836       --         --            --          2,836
Provision for probable losses                      (2,836)      --         --            --         (2,836)
Withholding income tax on interest on capital      27,376       --          459        (1,327)      26,508

Other                                               7,070                   106                      7,176
                                                   ------     ------      -----        -------      ------

TOTAL                                              98,355      1,098      1,817        (2,078)      99,192
                                                   ======     ======      =====        =======      ======

Current                                             4,428                                            4,295
Long term                                          93,927                                           94,897

</TABLE>

In the three-month period, the Company offset R$2,078 against own taxes debts
and withholding taxes debts from third-parties related to income tax (IR),
social contribution tax (CS), social security funding (PASEP, COFINS), and
withholding income tax (IRRF) on salaried employees and service providers.


6 - INCOME AND SOCIAL CONTRIBUTION TAXES

Since 1998 the Company has not recorded deferred tax assets relating to income
and social contribution taxes on deductible temporary differences and tax
losses, because of the uncertainty on future realization. Therefore, the tax
effect of such transactions is recognized in income for the year according to
actual realization/offset.

6.1      Income Tax and Social Contribution Expenses

Income and social contribution tax expenses, recorded on September 30, 2004 and
September 30, 2003, were computed as follows:

<TABLE>
                                                    Income tax                    Social contribution tax
                                                    ----------                    -----------------------
                                            09.30.2004      09.30.2003        09.30.2004         09.30.2003
                                            ----------      ----------        ----------         ----------

<S>                                            <C>             <C>               <C>             <C>
Income before income and social                5,002           14,740            5,002           14,740
contribution taxes
    Permanent add-backs                           56               43               25               12
                                              ------           ------           ------           ------
Subtotal                                       5,058           14,783            5,027           14,752
                                              ------           ------           ------           ------
   Deductible temporary differences            6,896            8,202            6,896            8,202
                                              ------           ------           ------           ------
    Additions:                                 8,707           12,513            8,707           12,513
                                              ------           ------           ------           ------
          Provision for contingencies          5,300           10,665            5,300           10,665
          Provision for suppliers                147              394              147              394
          Provision for PISP                   3,065            1,454            3,065            1,454
          Provision for collective labor
agreement 2003/04                                195                               195
                                              ------                            ------
    Deductions:                               (1,811)          (4,311)          (1,811)          (4,311)
                                              ------           ------           ------           ------
          Provision for suppliers               (250)            (220)            (250)            (220)
          Provision for PISP                  (1,447)          (4,091)          (1,447)          (4,091)
          Provision for contingencies           (114)            --               (114)            --
                                              ------           ------           ------           ------

Subtotal                                      11,954           22,985           11,923           22,954
                                              ------           ------           ------           ------

Offset of tax loss carryforwards              (3,586)          (6,895)          (3,577)          (6,886)
                                              ------           ------           ------           ------

Taxable income                                 8,368           16,090            8,346           16,068
                                              ------           ------           ------           ------


    Provision for income and social
       contribution taxes                      2,074            3,988              751            1,446
                                              ------           ------           ------           ------

</TABLE>

6.2      Tax Credits Available to be Offset  (off-balance sheet)

As of September 30, 2004 and June 30, 2004, the Company had off-balance sheet
tax credits, relating to deductible temporary differences and tax loss
carryforwards, available to be offset in future years, classified by nature and
amounts as follows:

<TABLE>
                                                                                        09.30.2004
                                                                         -----------------------------------------------
                                                                         Income tax             Social contribution tax
                                                                         ----------             -----------------------

                             NATURE                                                  Tax rate                   Tax rate
                                                                        Tax basis       25%     Tax basis          9%
                                                                        ---------       ---     ---------          --

<S>                                                                      <C>          <C>        <C>             <C>
Provision for contingencies                                              104,071      26,018     104,071         9,366
Provision for voluntary severance program  PISP                           40,523      10,131      40,523         3,647
Provision for loss - taxes                                                 2,836         709       2,836           255
Provision for suppliers/accounts receivable/FINAM                          6,349       1,587       6,349           571
Tax loss carryforwards                                                    34,135       8,534      34,417         3,098
                                                                         -------      ------     -------        ------
Total                                                                    187,914      46,979     188,196        16,937
                                                                         =======      ======     =======        ======

                                                                                        06.30.2004
                                                                         -----------------------------------------------
                             NATURE                                                  Tax rate                   Tax rate
                                                                        Tax basis       25%     Tax basis          9%
                                                                        ---------       ---     ---------          --


Provision for contingencies                                              102,420      25,605     102,420         9,218
Provision for voluntary severance program  PISP                           40,397      10,099      40,397         3,636
Provision for loss - taxes                                                 2,836         709       2,836           255
Provision for suppliers/accounts receivable/FINAM                          6,455       1,614       6,455           581
Tax loss carryforwards                                                    32,384       8,096      32,669         2,940
                                                                         -------      ------     -------        ------
Total                                                                    184,492      46,123     184,777        16,630
                                                                         =======      ======     =======        ======

</TABLE>

Current tax legislation limits the use of tax loss carryforwards in a given year
to 30% of its taxable income.

7 - OTHER ASSETS - CURRENT
<TABLE>
<CAPTION>

                                                                                    09.30.2004          06.30.2004
                                                                                    ----------          ----------
<S>                                                                                      <C>                 <C>
Receivables - Telebras' employees seconded to ANATEL                                     6,295               7,531
Receivables - Telebras' employees seconded to government agencies                           17                   9
Sundry credits - former Telebras subsidiaries (STB)                                      4,538               4,538
Provision for losses - sundry credits - former STB                                      (4,537)             (4,537)
Provision for losses - ex-employees                                                        (17)                (17)
Shares held for sale                                                                     3,065               2,861
Advance of payment to employees                                                            172                 177
Other                                                                                    1,141               1,159
Provision for losses - other                                                             (480)               (480)
                                                                                         ----                ----

Total                                                                                   10,194              11,241
                                                                                        ======              ======
</TABLE>

Receivables from ANATEL relate to salaries and social charges and fringe
benefits, which are settled in the following month. (Also included are vacation
provision, 13th salary and related charges provisioned monthly as well as the
provision related to Telebras' 2003/2004 annual collective labor agreement in
progress.)

8 - OTHER ASSETS - LONG-TERM

<TABLE>
<CAPTION>

                                                                                     09.30.2004          06.30.2004
                                                                                     ----------          ----------

<S>                                                                                       <C>                 <C>
UNDP - United Nations Development Program                                                 1,635               1,777
                                                                                          -----               -----

Total                                                                                     1,635               1,777
                                                                                          =====               =====
</TABLE>

Telebras transferred funds to UNDP to retain professional services for the
registration at the Comissao de Valores Mobiliarios ("CVM") in Brazil and at the
Securities and Exchange Commission ("SEC") in the United States, of the new
holding companies arising from Telebras partial spin off held on May 22, 1998.
The balance represents funds not used.

9 - PROVISION FOR SALARY AND BENEFITS
<TABLE>
<CAPTION>

                                                                                     09.30.2004         06.30.2004
                                                                                     ----------         ----------

<S>                                                                                         <C>                <C>
Payroll and compensations                                                                   509                496
Payroll accruals                                                                          3,513              3,116
Fringe benefits                                                                             707                688
Annual collective labor agreement 2003/2004                                               2,608              1,952
Payroll withholdings                                                                        198                225
                                                                                            ---                ---

Total                                                                                     7,535              6,477
                                                                                          =====              =====
</TABLE>

10 - CONTINGENCIES

10.1 - Lawsuits

TELEBRAS is a party to approximately 671 lawsuits, of which 436 involve labor
matters and 235 involve civil matters.

The 671 civil and labor claims in which TELEBRAS is a defendant are evaluated
and classified by TELEBRAS' Legal Department according to the risk of loss to
the Company as being remote, possible or probable loss. Based on such
evaluations, the lawsuits are treated as follows:

o    Probable loss = the amount is accrued and disclosed in an Explanatory Note

o    Possible loss = the amount is not accrued but disclosed in an Explanatory
     Note

o    Remote loss = the amount is not accrued but disclosed in an Explanatory
     Note

Out of a total of 671 lawsuits, 117 (47 civil claims and 70 labor claims) were
filed against TELEBRAS and its former subsidiaries, in which TELEBRAS is
involved as the holding company of the former TELEBRAS System. Due to the
restructuring of the TELEBRAS System and also the spin-off of the holding
company TELEBRAS, and considering that the claims were filed originally against
the operating companies, which are controlled by the current holding companies
of the telecommunications sector, requests for replacement of TELEBRAS in the
lawsuits have been filed with the courts. Such requests for replacement of
Telebras have been approved by the new holding companies. Most of the requests
filed have not yet been ruled on.

A - PROBABLE LOSSES - ACCRUED

An additional provision of R$1,651 has been recorded in the third quarter of
2004 (R$2,974 for the same previous period). Liabilities as of September 30,
2004 are as follows:

                                         09.30.2004         06.30.2004
                                         ----------         ----------
Labor                                        10,178              9,827
Civil                                        93,893             92,593
                                             ------             ------
 Total                                      104,071            102,420
                                            =======            =======
Current                                       3,865              3,813
Long-term                                   100,206             98,607

As of September 30, 2004, the provision for contingencies of R$104,071, recorded
in liabilities, refers to 183 lawsuits (155 labor claims and 28 civil claims).
R$93,893 refers to 26 civil lawsuits. Nine of these lawsuits are contesting the
distribution of the dividends approved by the 1994 and 1995 Annual Shareholders'
Meetings as the reserve for monetary restatement of capital was not included in
the paid-in capital amount used to calculate dividends, amounting to R$81,462.
Three lawsuits in the amount of R$9,571 refer to debentures conversion while 14
other lawsuits amounting to R$2,860 are contesting diverse issues. Another 2
civil lawsuits are of undetermined values. R$10,178 refers to 155 labor suits,
distributed as follows: R$7,177 refer to 116 claims related to employees'
reinstatement ("Collor Plan") and to the inflationary adjustments (expurgos
inflacionarios on severance penalty ("FGTS" ) on amounts paid by Telebras as a
result of involuntary layoffs. R$3,001 relates to 38 miscellaneous claims. There
is also another claim where a reasonable estimate of the amount of loss, if any,
cannot be made.


B  - POSSIBLE LOSSES - NOT ACCRUED

As of September 30, 2004, the aggregate amount of 273 lawsuits, classified as
possible loss, and therefore not accrued, is estimated at a minimum of
R$344,059. From these lawsuits there are 113 civil lawsuits estimated at
R$338,698 and 160 labor lawsuits estimated at R$5,361, as follows:

b.1) R$277,854 relates to 14 civil claims filed in 1997 and 1998 against
TELEBRAS and its former subsidiaries, relating to a capital increase held in
1997 through the capitalization of prospective subscribers' financial
contributions, in which the plantiffs are seeking delivery of TELEBRAS shares at
their book value instead of shares from its former subsidiaries at market
values. There is also another civil claim of undetermined amount.

b.2) R$60,844 relates to 71 civil claims (indemnification related to Telebras'
spin-off, damages, annulment of bids, taxes, etc.) and 27 other claims of
undetermined value.

b.3) R$5,361 relates to 157 labor claims in which the plaintiffs are seeking
amounts of back pay, benefits, job reinstatement, overtime payments, bonuses,
health exposure premium, severance pay fund (FGTS), etc.). There are 3 other
labor claims where a reasonable estimate of the amount of loss, if any, cannot,
at this time, be made.


C  - REMOTE LOSSES - NOT ACCRUED

As of September 30, 2004, 215 lawsuits, classified as remote loss, and therefore
not accrued, is estimated at R$157,815, represented by 94 civil claims estimated
at R$123,885 and 121 labor claims estimated at R$33,930 as follows:

c.1) R$121,183 refers to 35 civil claims (annulment of bidding process,
indemnification and privatization) filed against Telebras and its former
subsidiaries. The remaining 26 civil claims are estimate at R$2,702. There are
also 33 other miscellaneous civil claims of undetermined values.

c.2) 44 labor claims (productivity) are estimated at R$30,979 and the remaining
47 labor claims (miscellaneous) are estimated at R$2,951. There are also 30
labor lawsuits of undetermined amounts.


10.2     Prescription of Tax Contingencies

Pending approval from the Brazilian tax authorities, taxes and contributions in
general remain available for examination by the Brazilian tax authorities over a
period of five years from their recording date.

11 - VOLUNTARY SEVERANCE PROGRAM

Telebras implemented in September 1998 an early severance program, named
"Indemnification Program for Services Rendered ("PISP")" to be in compliance
with the Telebras post-privatization period, i.e. only maintaining an essential
structure and functions until its future dissolution. An amount of R$97,211 was
accrued at that date for this severance program, comprising all employees,
including those seconded to ANATEL, Ministries and the President's office.

On July 18, 2000, a special staff structure was established at ANATEL by Law No.
9,986, article 30, to absorb TELEBRAS' employees who were assigned to that
agency, on the date the law was enacted. However, as claims for declaration of
unconstitutionality (ADIs) were filed with the Federal Supreme Court as stated
in Note 1, TELEBRAS reinstated those employees on December 27, 2000 and
subsequently seconded them again to ANATEL on a chargeable basis. In view of
this temporary situation, the Company has decided to maintain in liabilities the
amount corresponding to the PISP for those employees.

As of September 30, 2004, provision for PISP recorded as current liabilities was
R$40,523 (R$40,397 as of June 30, 2004), relating to employees not yet
dismissed. During the nine month period 2004 Telebras provisioned R$3,065
(R$1,454 as of September 30, 2003).

12 - OTHER LIABILITIES - CURRENT
<TABLE>
<CAPTION>

                                                          09.30.2004         06.30.2004
                                                          ----------         ----------
<S>                                                           <C>                <C>
Sundry creditors - telecommunications companies               18,648             18,173
Social contribution tax                                           90                105
Other liabilities                                                395                375
                                                                 ---                ---
Total                                                         19,133             18,653
                                                              ======             ======
</TABLE>

13 - SHAREHOLDERS' EQUITY

a)       Capital

Subscribed and paid-in capital is R$219,455, represented by 556,448,588 thousand
shares without par value, as follows:

<TABLE>
<CAPTION>

                                                          09.30.2004         06.30.2004
                                                          ----------         ----------
<S>                                                      <C>                <C>
Common shares - thousands                                346,418,591        346,418,591
Preferred shares - thousands                             210,029,997        210,029,997
                                                         -----------        -----------
Total                                                    556,448,588        556,448,588
                                                         ===========        ===========
Book value per thousand shares - R$                            0.191              0.188
                                                               =====              =====
</TABLE>

As of September 30, 2004, the Company had 19,366 thousand common shares in
treasury.

b)  Dividends

According to Telebras' bylaws, preferred shares are not entitled to any vote,
except in the circumstances defined by law, are entitled to priority in the
reimbursement of capital and to a noncumulative minimum dividend at the rate 6%
per year, on the subscribed and paid-in capital. Due to accumulated losses, no
dividends were paid with respect to 2004 and the previous years.

14 - FINANCIAL INSTRUMENTS

As of September 30, 2004, Telebras' financial instruments include short-term
investments stated at cost plus interest at market rates, accrued through the
balance sheet date. The Company did not enter into derivative operations.

15 - FINANCIAL INCOME (EXPENSES)


<TABLE>
<CAPTION>

o        Financial income                                                09.30.2004          09.30.2003
                                                                         ----------          ----------
<S>                                                                          <C>                 <C>
        Short-term investments                                               15,858              21,795
        Recoverable taxes                                                     5,299              10,434
        Other assets                                                            187                 770
                                                                                ---                 ---
        Total                                                                21,344              32,999
                                                                             ======              ======


o        Financial expenses                                              09.30.2004          09.30.2003
                                                                         ----------          ----------

        Tax on Bank Transactions (CPMF)                                         162                 198
        Sundry creditors - telecommunications companies                       1,264               1,156
        Other liabilities                                                        18                 349
                                                                                 --                 ---
        Total                                                                 1,444               1,703
                                                                              =====               =====

16 - GENERAL AND ADMINISTRATIVE EXPENSES

                                                                           09.30.2004       09.30.2003
                                                                           ----------       ----------


       Third-party services                                                     2,969            3,227
       Payroll, payroll accruals and fringe benefits                            1,755            1,295
       Rent                                                                       431              369
       Other                                                                      219              215
                                                                                  ---              ---
       Total                                                                    5,374            5,106
                                                                                =====            =====

17 - OTHER OPERATING INCOME

                                                                           09.30.2004       09.30.2003
                                                                           ----------       ----------


      Reversal of Short Term Contingencies                                        114
      Reversal of Collective Labor Agreement Provision (2003/04)                   17
      Other income                                                                  2               40
                                                                                   --               --
      Total                                                                       133               40
                                                                                  ===               ==

18 - OTHER OPERATING EXPENSES

                                                                           09.30.2004       09.30.2003
                                                                           ----------       ----------


      Taxes and contributions (PASEP and COFINS)                                1,408            1,635
      Early dismissal program                                                   3,065            1,454
      Other taxes                                                                  29                3
                                                                                   --               --
      Total                                                                     4,502            3,092
                                                                                =====            =====

19 - OTHER NONOPERATING INCOME

                                                                           09.30.2004       09.30.2003
                                                                           ----------       ----------


      Taxes recovery                                                                -            2,151
      Dividends/Interest on own capital                                           145              117
      Total                                                                       145            2,268
                                                                                  ===            =====
</TABLE>


20 - POSTRETIREMENT BENEFIT PLANS

20.1 -   Fundacao Sistel de Seguridade Social - SISTEL

TELEBRAS, together with the other companies of the former Telebras System
sponsor private pension and health care plans for retired employees, managed by
Fundacao Sistel de Seguridade Social - SISTEL. Until December 1999, all sponsors
of the plans managed by Sistel were jointly responsible for the existing plans.
On December 28, 1999, these sponsors negotiated conditions to create pension
plans individualized by sponsor and continuation of solidarity only for the
participants already covered and who were in such position on January 31, 2000,
thus resulting in a proposal for the restructuring of Sistel's bylaws and
regulations, which was approved by the Secretariat for Social Security and
Supplementary Benefits on January 13, 2000.

Amendments to Sistel's bylaws aimed at enabling Sistel to manage other benefit
plans as a multisponsored entity, in view of the new scenario after the
privatization of the TELEBRAS System.

Such new bylaws restructured the Sistel Benefits Plan (PBS) into several
individual plans, with the segregation and transfer of assets and liabilities to
the new individual plans, divided between "Plan PBS-A" and "Sponsors' Plans".
Accounting segregation of the plans was implemented by Sistel effective February
1, 2000.

In accordance with articles 5 and 6 of Constitutional Amendment No. 20 of
December 15, 1998, the cost of the plans began, in December 2000, to be equally
shared between the sponsor and the participating employees. This decision was
ratified by the Board of Trustees of Fundacao Sistel in the Extraordinary
Meeting held on November 29, 2000. Therefore, sponsor contribution is now 8% of
salaries of participating employees.

TELEBRAS sponsors the following plans:

o    PBS - A

PBS A is a defined benefit plan. Sponsors shall make cash contributions in case
the plan assets are not sufficient to meet future retirement benefit
obligations.

This plan is composed of all participants of the PBS plan retired prior to
January 31, 2000, with all sponsors and Sistel being jointly liable for the
plan.

o    PBS - TELEBRAS

PBS TELEBRAS is a defined benefit plan. TELEBRAS shall make cash contributions
in case the plan assets are not sufficient to settle future retirement benefit
obligations.

This plan covers the TELEBRAS plan participants who were not retired as of
January 31, 2000. Joint liability between the sponsors of the plans managed by
Sistel no longer exists.

o    PAMA

The Post-retirement Health Care Plan- PAMA was created in June 1991 to provide
health care benefits to retired participants/beneficiaries of the PBS-A and
PBS-Telebras plans at shared costs. According to the regulation, PAMA is funded
by sponsors' contributions at a rate of 1.5% levied on payrolls of active
participants covered by the PBS plans.

o    TELEBRASPREV

Implemented in the first semester 2003, TelebrasPrev is a mixed supplementary
pension plan approved by the Secretariat for Social Security and Supplementary
Benefits, from the Social Security Ministry, on December 3, 2002. It is based on
a defined contribution for programmable benefits (retirement) and risk benefits
(sickness benefit, disability compensation and death benefit). TelebrasPrev
participants are former participants of PBS-TELEBRAS. TELEBRAS must not make any
cash contributions in case the plan assets are not sufficient to settle future
retirement benefit obligations.

As of September 30, 2004 and June 30, 2004, the status of the Sistel plans is as
follows:

a)       PBS-TELEBRAS and PBS-A
<TABLE>
<CAPTION>

                                                       PBS - TELEBRAS                           PBS-A

                                                    09.30.2004         06.30.2004         09.30.2004      06.30.2004
                                                    ----------         ----------         ----------      ----------
<S>                                                    <C>                <C>              <C>             <C>
Mathematical reserves and funds                        116,941            115,729          4,316,723       4,237,927
Other liabilities                                          165                181              2,690           3,460
                                                           ---                ---              -----           -----
Total reserves and other liabilities                   117,106            115,910          4,319,413       4,241,387
(-) Total plan assets                                  136,827            129,404          5,199,811       5,116,712
-                                                      -------            -------          ---------       ---------
(=) Accumulated surplus                                 19,721             13,494            880,398         875,325
</TABLE>

In the January-September 2004 period, Company's contributions to PBS-TELEBRAS
plan represented R$157 (R$236 for the same previous period).

b)       PAMA
<TABLE>
<CAPTION>

                                                                                      09.30.2004         06.30.2004
                                                                                      ----------         ----------
<S>                                                                                      <C>                <C>
Assistance and administrative funds                                                      518,542            510,146
Other liabilities                                                                          1,891                538
                                                                                           -----                ---
Total funds and other liabilities                                                        520,433            510,684
Total assets of Sistel                                                                   520,433            510,684

In the January-September 2004 period, Company's contributions to PAMA amounted
to R$29 (R$121 for the same previous period).

c)       TELEBRASPREV

                                                                                      09.30.2004           06.30.2004
                                                                                      ----------           ----------

Mathematical reserves and funds                                                          238,194              225,983
Other liabilities                                                                            763                1,313
                                                                                             ---                -----
Total reserves and other liabilities                                                     238,957              227,296
Total plan assets                                                                        238,957              227,296
</TABLE>


Company's contribution to TELEBRASPREV for the January-September 2004 period
amounted to R$537 (R$232 for the same previous period).

20.2 - TELEBRAS' withdrawal

TELEBRAS' withdrawal as sponsor of Fundacao SISTEL, either by formal petition or
because of its dissolution, is subject to the procedures set forth by SISTEL's
bylaws and Resolution No. 06 of the Social Security Ministry - MPAS/CPC of April
7, 1988, which determines prior verification of the adequacy of the assets to
cover the mathematical reserves corresponding to the plan, through an actuarial
valuation at that moment, which may result in the need or not for additional
funding by TELEBRAS.

Law No. 9,986 (enacted on July 19, 2000) established that regulatory agencies
absorbing the special staff structure as per articles 19, 27 and, more
specifically, article 30, which created the ANATEL Special Staff, may, as
successors, become sponsors of pension funds, to which the employees composing
such structure are linked, while complying with the requirement for contribution
parity between the sponsor and the participant, in conformity with articles 5
and 6 of Constitutional Amendment No. 20 of December 15, 1998, as approved by
Sistel's Board of Trustees in the Extraordinary Meeting held on November 29,
2000. As mentioned in Note 22, effectivenesses of articles 27 and 30 have been
suspended by a preliminary injunction issued by the STJ federal appellate court.
Besides the afore-mentioned suspension, such articles have also been revoked by
Law 10.871, from May 20, 2004 (Official Gazette from May 21, 2004).


21 - GUARANTEES

Pursuant to the privatization process, as stated in the Edital MC/BNDES 01/98
inciso V - Item 4.3 Chapter 4 - Rights and Obligations from Purchasers of
Telecom Holding Companies' Shares, the twelve new holding companies were obliged
to replace TELEBRAS' guarantees on the borrowings of TELEBRAS' former subsidiary
companies with their own guarantees.

If creditors disagree over the substitution of guarantees offered by the New
Holding Companies, these Holding Companies are obliged to offer to TELEBRAS
counter-guarantees of a real nature or bank guarantees, as stated by provision
VI item 4.3 afore-mentioned.

Telebras guarantee to Telecomunicacoes de Sao Paulo S.A. - Telesp (currently
Telefonica), in connection with a US$310 million (three hundred and ten million
U.S. dollar) contract maturing on September 26, 2004, aimed at financing the
expansion of the mobile cellular service in the Sao Paulo State, terminated
after settlement of such debt by Telesp on September 24, 2004.


22 - TRANSFER OF TELEBRAS' EMPLOYEES TO ANATEL

Law No. 9,986 enacted on July 18, 2000 by the Brazilian Congress (Official
Gazette - DOU from July 19, 2000), provided for management of human resources
from the Brazilian Regulatory Agencies. Among other dispositions, article 30
deals with the creation of a special staff at ANATEL. Such staff structure must
absorb employees from Telebras seconded to ANATEL and the Ministry of
Communications on the enactment date.

However, two suits for declaration of unconstitutionality (ADIs 2310 and 2315)
were filed with the Brazilian Supreme Court against the above mentioned Law. A
preliminary injunction related to ADI 2310 has been issued by the STF suspending
"ad referendum" from the STF the effectiveness, among others of article 30 from
Law 9.986. Telebras received the preliminary injunction from the STF on December
26, 2000.

Following the court decision, TELEBRAS reinstated on December 27, 2000 the 354
employees who were seconded to ANATEL and seconded them again, on a chargeable
basis, to that Agency. As of June 30, 2004, 311 employees remained seconded to
ANATEL.

The suit for declaration of unconstitutionality no. ADI 2310 has been suspended
pending a hearing related to ADI 2315, which addresses questions related to
Constitutional Amendment 19/98.

As of May 20, 2004 23, Law 10.871, which deals on the creation of careers and
organization of permanent jobs related to the staff from regulatory agencies was
enacted (Official Gazette from May 21, 2004). Article 27 paragraph 2nd
establishes that public servants seconded to the Brazilian regulatory agencies
on the date such law was enacted are allowed to remain in such secondment
status, on a commission basis inclusive, provided they do not return to their
former job or are not dismissed. Law 10.871 revoked articles 27 and 30 from Law
9.986/2000.

23 - SUBSEQUENT EVENT

Telebras' collective labor agreement scheduled for December 2003 has not been
settled due to refusal by the Sindicato dos Trabalhadores em Telecomunicacoes -
DF ("SINTTEL-DF") of the proposal made by Telebras. Accordingly, SINTTEL brought
the question to be decided by Justica do Trabalho. As of October 19 2004, the
Justice from Egregia Primeira Secao Especializada do Tribunal do Trabalho da
Decima Regiao, decided in favor of the plaintiffs. Such decision shall increase
Telebras annual payroll by 27%, representing an average increase of R$5,773
thousand for this year, distributed as follows: R$607 thousand relates to wages
and salaries and R$5,165 thousand related to the PISP expenses. Telebras has
appealed from the decision with the Tribunal Superior do Trabalho ("TST"). As
defined in the Explanatory Note 10 the risk of loss for this lawsuit is
classified as possible.




05.01 - QUARTERLY COMMENTS ON TELEBRAS PERFORMANCE


According to the following table Telebras shareholders' equity for the third
quarter 2004 rose slightly as compared to the period ended June 30, 2004. Other
accounts remained almost unchanged compared to Telebras balance sheet as of June
30, 2004.

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
                                                                                              R$ 1,000,000
----------------------------------------------------------------------------------------------------------
                                                               PERIOD
                            ------------------------------------------------------------------------------
                                             09.30.2004                             06.30.2004
                            ------------------------------------------------------------------------------
         Accounts                 R$              %          (DELTA) %          R$               %
----------------------------------------------------------------------------------------------------------
<S>                             <C>             <C>             <C>            <C>             <C>
Short term assets               166.3           58.5            2.1            159.9           58.2
----------------------------------------------------------------------------------------------------------
Long term asset                 116.0           41.5            1.0            114.9           41.8
----------------------------------------------------------------------------------------------------------
Total assets                    279.3          100.0            1.6            274.8          100.0
----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------
Short term liabilities           71.8           25.7            1.8             70.5           25.7
----------------------------------------------------------------------------------------------------------
Long term liabilities           101.2           36.2            1.6             99.6           36.2
----------------------------------------------------------------------------------------------------------
Shareholders' equity            106.3           38.1            1.5            104.7           38.1
----------------------------------------------------------------------------------------------------------
Total liabilities               279.3          100.0            1.6            274.8          100.0
----------------------------------------------------------------------------------------------------------
</TABLE>

Such data are the result of management's efforts undertaken to run the Company's
assets over time, coupled with the adoption of actions consistent with
principles of good management, especially a conservative approach for recording
adequate provisions for lawsuits where risk is probable. Explanatory notes
related to legal risk arising from possible or remote risk of loss are herein
included.

o    Economic Structure

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
                                                                                              R$ 1,000,000
----------------------------------------------------------------------------------------------------------
                                                               PERIOD

                            ------------------------------------------------------------------------------
                                         09.30. 2004                            09.30. 2003
----------------------------------------------------------------------------------------------------------
                                    R$                 %                  R$                   %
----------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>                 <C>                 <C>
Income                             21.6              100.0               35.3                100.0
----------------------------------------------------------------------------------------------------------
Expenses                          (19.4)             (89.8)             (26.0)               (73.7)
----------------------------------------------------------------------------------------------------------
Net income                          2.2               10.2                9.3                 26.3
----------------------------------------------------------------------------------------------------------
</TABLE>


Compared to the same previous period, net income for the third quarter 2004
presents a significant decrease, in face that in the first semester 2003 the
Brazilian Internal Revenue Service - Receita Federal granted a refund request
from Telebras in the amount of R$4.3 million related to income tax credit on
funds remitted abroad (Principal represents R$2.1 million while R$2.2 million
refer to monetary restatement using interbank interest rate ("SELIC").

As to the other revenues, when compared to the same previous period, they
declined due to the SELIC decrease (SELIC rate restates short term investment
and recoverable taxes).

Expenses related to legal contingencies declined R$5.3 million when compared to
the same previous period, due to a decrease in the National Consumer Index Price
("INPC"), used to restate contingencies. As profits declined, accordingly there
was also a R$2.6 million decrease in income tax and social contribution tax
expenses. PISP expense increased R$1.6 million due to restatement of
contingencies related to inflationary adjustments (expurgos inflacionarios on
severance penalty ("FGTS") in connection with Telebras' active employees.

PIS/COFINS (social security funds) rates applicable to financial income declined
to zero due to new regulations established by Decreto 5.164 from July 30, 2004,
thus decreasing PIS/COFINS expenses since August 2004.

Income from short-term investments is Telebras' main source of funds after the
spin-off held on May 22, 1998, and it has been sufficient to keep the Company
running until its liquidation.


OTHER COMMENTS:


INSTRUCAO CVM NO. 381/03:

Pursuant to Instrucao CVM 381/03 Telecomunicacoes Brasileiras S.A. - TELEBRAS
informs that KPMG Auditores Independentes has not provided any non-audit service
to Telebras in the quarter ended September 30, 2004.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    TELECOMUNICACOES BRASILEIRAS S.A. - TELEBAS



Date: January 10, 2005            By: /s/ Vera Lucia Garcia Caulit
                                     ------------------------------
                                     Name:  Vera Lucia Garcia Caulit
                                     Title: Superintendent