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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 20-F/A-2

(Mark One)

[_]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
     EXCHANGE ACT OF 1934

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the fiscal year ended December 31, 1999

                                 OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ____________ to ____________

Commission file number   1-14538
                       -----------

           Compania Anonima Nacional Telefonos de Venezuela (CANTV)
            (Exact name of Registrant as specified in its charter)

                National Telephone Company of Venezuela (CANTV)
                (Translation of Registrant's name into English)

                       Bolivarian Republic of Venezuela
                (Jurisdiction of incorporation or organization)

                     Edificio CANTV, Primer Piso, Avenida
                        Libertador, Caracas, Venezuela
                   (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class                   Name of each exchange on which registered

American Depositary Shares,           The New York Stock Exchange
each representing 7 Class D
shares of common stock, par
value Bs. 36.90182224915 each


Securities registered or to be registered pursuant to Section 12(g) of the Act.

             None
--------------------------------------------------------------------------------
                                                        (Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.

             None
--------------------------------------------------------------------------------
                                                        (Title of Class)

          Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report.

  Class A Shares . . . . . . . 400,000,000
  Class B Shares . . . . . . .  51,900,000
  Class C Shares . . . . . . . 130,184,578
  Class D Shares . . . . . . . 416,685,522

          Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.                        [X] Yes  [_] No

  Indicate by check mark which financial statement item the registrant has
elected to follow.                                       [_] Item 17 [X]Item 18



(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)

          Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [_] Yes   [_] No

       Not applicable
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The Company hereby amends "Item 4. Control of Registrant" of the Company's
Annual Report on Form 20-F for the fiscal year ended December 31, 1999 (File No.
1-14538) filed on April 7, 2000 and the Form 20-F Amendment No. 1 filed on
May 10, 2000 for the purpose of correcting and clarifying the penultimate
paragraph of Item 4 regarding the 1999 and 2000 stock repurchase programs.

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Item 4.    Control of Registrant

  Until December 1991, CANTV operated under the control of the Government which
owned 100% of the equity share capital.  In December 1991, the Government,
through the Venezuelan Investment Fund, sold 40% of the equity share capital of
CANTV to VenWorld for approximately US$1.885 billion, and provided for the
transfer of 11% of the equity share capital of CANTV to the Employee Trusts.  In
late 1996, the Government sold additional 348,100,000 shares in an Initial
Public Offering.  The following table sets forth certain information concerning
ownership of the equity capital shares outstanding of CANTV as of December 31,
1999:

<TABLE>
<CAPTION>
                                                                                    At December 31, 1999
                                                                     -----------------------------------------------
                                                                            Number of
                                                                             Shares                    Ownership
                                                     Class               (in thousands)               Percentage
                                               ---------------       --------------------       --------------------
<S>                                           <C>                   <C>                      <C>
VenWorld                                               A                     400,000                   40.05%
Venezuelan Investment Fund (1)                         B                      51,900                    5.20%
Company employees and retirees (1)(2)                  C                     130,185                   13.03%
GTE (3)(4)                                             D                      32,946                    3.30%
Others (4)                                             D                     383,739                   38.42%
</TABLE>
______________________________

(1)  In August 1998, the Venezuelan Investment Fund transferred 90 million Class
     B Shares (representing 9% of the equity share capital of CANTV) to the
     Employee Trusts as New Class C Shares for subscription by employees and
     retirees of CANTV, as provided for at the time of the Initial Public
     Offering.
(2)  Class C Shares held directly or through the Employee Trusts.
(3)  GTE, acting through its indirect wholly-owned subsidiary, GTE Venezuelan
     Telephone Incorporated, purchased 7,823,200 ADSs, for an aggregate purchase
     price of approximately US$190 million, in the Initial Public Offering and
     in transactions consummated following the completion of the Initial Public
     Offering.  In December 1998, GTE exchanged 3,116,653 ADSs for 7,728,307
     shares in VenWorld held by Banco Mercantil, C.A., S.A.C.A., (Banco
     Universal) Fiduciary.  At December 31, 1999, GTE owns ADSs representing an
     aggregate of 32,945,829 Class D Shares, and owns 57.8% of the equity share
     capital of, and controls, VenWorld.
(4)  Includes Class D Shares held by Citibank, N.A. as depositary for American
     Depositary Receipts of CANTV, each of which represents seven Class D
     Shares.

    VenWorld is a company organized under the laws of Venezuela and established
by a private consortium of companies, through wholly-owned subsidiaries, led by
GTE (57.8%), and including Telefonica Venezuelan Holding B.V. (16.0%),
Inversiones Inextel, C.A. (originally, Electricidad de

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Caracas) (16.0%), Banco Mercantil, C.A., S.A.C.A., (Banco Universal) Fiduciary
(originally, Consorcio Inversionista Mercantil (CIMA), C.A. S.A.C.A.) (5.2%),
and AT&T Venezuela Holding Ltd. (5.0%).

    The Employee Trusts were established to facilitate the sale of Class C
Shares pursuant to a stock purchase program established for certain employees
and retirees of the Company.

    In August 1998, eligible employees and retirees were offered the right to
purchase up to 90 million New Class C Shares from the Employee Trusts pursuant
to a stock purchase program ("Stock Purchase Program") established by the
Venezuelan Investment Fund.  In accordance with the Stock Purchase Program, 25%
of the 90 million New Class C Shares were reserved for retirees of CANTV and 75%
of the shares were reserved for active employees of the Company based on
employee base salary and length of employment at August 1996, with no employee
eligible for more than 15,000 New Class C Shares.  Under the Stock Purchase
Program, eligible employees were offered a non-interest bearing installment
payment plan to purchase the New Class C Shares through salary deductions over a
period up to 12 years, with the purchase price to be paid in full at the end of
this period.  Those employees still paying for Class C Shares under the 1991
installment plan are granted a grace period under the Stock Purchase Plan until
all prior Class C Shares have been paid in full.  At that time, salary
deductions for the New Class C Shares purchased will begin, provided that an
established percentage of the Class C shares have not been sold by the employee
or retiree.  If the Class C Shares are sold, an accelerated payment plan will
apply.  In accordance with the Stock Purchase Plan, dividends paid by CANTV
prior to payment in full for the New Class C Shares are distributed with 50%
paid to the Class C shareholder and 50% applied to the shareholder's unpaid
balance of the New Class C Shares.

     On November 16, 1999 an extraordinary shareholders' assembly authorized a
share repurchase program for up to 50,000,000 of CANTV's outstanding Class D
Shares. On March 31, 2000 an extraordinary shareholders' assembly authorized a
new share repurchase program for the period April 1, 2000 to September 30, 2000.
The outstanding shares repurchased pursuant to these programs will be canceled.
The Company intends to spend approximately Bs. 97,387 (US$150 million) on each
program subject to market conditions. The Capital Markets Law limits each
repurchase program to six months and requires publication of a maximum
repurchase price per share and a maximum volume of shares. In order to comply
with these local regulations, the 1999 repurchase program specified a maximum
repurchase price of Bs. 3,696 per share or up to US$40 per ADS and a maximum
volume of up to 50,000,000 of CANTV's outstanding shares. The 2000 repurchase
program specifies a maximum purchase price of Bs. 4,871 per share or up to US$50
per ADS and a maximum volume of up 50,000,000 of CANTV's outstanding shares. As
part of the share repurchase program originally authorized by the Company in
1999, Class C shareholders were permitted to offer for sale to the Company a
portion of the shares purchased either at the time of privatization (11%) or at
the Initial Public Offering (9%) during the period from February 25, 2000,
through March 14, 2000. During this time period, shareholders offered over 28
million Class C Shares to the Company. These shares are currently held in trust
and may also be sold to the Company under the 2000 repurchase program. The
number of Class C Shares that will be repurchased and the time frame to finalize
the transaction, will be established by a technical committee appointed by the
Board of Directors on January 28, 2000. See Note 15 to the Audited Financial
Statements.

     As of December 31, 1999, CANTV had acquired 1,229,900 of the outstanding
shares at a weighted average price of Bs. 2,177 per share, equivalent US$23.50
per ADS, based on exchange rates at December 31, 1999.  Through March 31, 2000,
the Company had acquired an aggregate of  19,635,000 of the outstanding shares
at a weighted average price of Bs. 2,826 per share, equivalent to US$29.53,
based on exchange rates at March 31, 2000.


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                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this annual report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                       COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA
                       (CANTV)

                                      (Registrant)



                       By:  /S/ David N. Schoenberger
                          ---------------------------------------------------
                                           (Signature)
                             Name: David N. Schoenberger
                             Title:    General Manager, Chief Financial Officer


May 10, 2000

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