Edgar Filing: NATIONAL TELEPHONE CO OF VENEZUELA

THE TOTAL NUMBER OF PAGES CONTAINED IN THIS DOCUMENT IS 13.

FORM 6 - K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Report of Foreign Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of the
Securities Exchange Act of 1934

For the month of June 2002

NATIONAL TELEPHONE COMPANY OF VENEZUELA (CANTV)
-----------------------------------------------
(Translation of Registrant's Name into English)

EDIFICIO CANTV
AVENIDA LIBERTADOR
CARACAS, VENEZUELA
------------------
(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 whether the registrant by furnishing
the information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Act of 1934

Yes ____ No X
-------

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

This report consists of an English translation of the Minutes
of the Ordinary Assembly of Shareholders of Compania Anonima Nacional
Telefonos de Venezuela ("CANTV") held on March 22, 2002.

MINISTRY OF THE INTERIOR AND JUSTICE
FIRST COMMERCIAL REGISTRY
OF THE JUDICIAL CIRCUMSCRIPTION OF THE CAPITAL DISTRICT AND STATE OF
MIRANDA:

Dr. Mariela J. Fuenmayor T., First Commercial Registrar of the Judicial
Circumscription of the Capital District and State of Miranda:

CERTIFIES

The entry in the Commercial Registry transcribed below, the original of which is
registered in Volume: 65-A-Pro... Number: 36 of the year 2002, as well as the
Participation, Notice and Document transcribed below, are faithfully taken from
their originals, with the following content:

THIS PAGE BELONGS TO:
COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV)

54/LIZ

Citizen
Commercial Registrar I
Of the Judicial Circumscription of the
Federal District and State of Miranda.
Caracas.

I, Mariela Rivas de Belmonte, Venezuelan, of legal age, attorney at law, holder
of identity card No. 3.983.872, acting in my capacity as Secretry of the Board
of Directors of Compania Anonima Nacional Telefonos de Venezuela (Cantv),
organized as a Commercial Company with its domicile in Caracas, registered in
the Commercial Registry kept by the Commercial Court of the Federal District on
June 20, 1930, under No. 2, Volume 387, the latest bylaw reform of which was
registered in the same Commercial Registry on December 14, 2001, under No. 11,
Volume 240 A-PRO, come before you, properly in compliance, to participate and
request the registration in this Registry, of the Minutes of the Ordinary
Assembly of Shareholders of Cantv, held on March 22, 2002, which contains the
resolutions adopted in that meeting, which were the following:

In Point 1, as set forth in the attached Minutes, the Assembly approved the
General Balance Sheet, the Profit and Loss Statement, the Statement of Changes
in Shareholders' Equity, the Statement of Cash Flow presented by the Board of
Directors, pertaining to the administration of the Company during the fiscal
year ending December 31, 2001, after considering the Comptrollers' report, which
documents are an integral part of these Minutes.

With respect to Point 2 "Decree of Dividends", an ordinary cash dividend of
forty-one bolivars with sixty cents (Bs. 41.60) per share for shareholders of
record in the Book of Shareholders on 5/24/2002 was approved, to be paid through
a single payment made on 6/6/2002.

With respect to the Third and Fourth Point of the Call: "Approval of the
Authorized Capital" and "Modification of the Bylaws of the company, articles 4,
5, 6, 10, 11, 12, 14, 15, 17, 18, 20, 21 and New Transitional Provision", this
requires the favorable vote of the majority of the Class "B" shares, held by the
Venezuela Bank of Economic and Social Development (BANDES), which are not
represented at this Assembly. Therefore, the deferment of these points was
submitted to the Assembly's consideration for a following Extraordinary
Shareholder Assembly. Submitted to a vote, this proposal was approved by the
Assembly.

With respect to the Fifth Point "Appointment of the Board of Directors", the
Board of Directors elected for the period 2001-2002 is the following:

PRESIDENT ALTERNATE
Gustavo Roosen Steven Zipperstein

PRINCIPAL DIRECTORS ALTERNATE DIRECTORS
Fares F. Salloum Al Giammarino
Terry Lewis Ruben G. Perlmutter
Howard Svigals Luis Esteban Palacios
Manuel Costa Marques Arminio Borjas (h)
Ricardo Hausmann German Garcia Velutinia
Alberto Maman Cesar Quintini
Yelitza Garcia Ubaldo Suniaga
Luis Parra Ygor Lira

After considering the Sixth Point of the Assembly, it was agreed to designate
Messrs. Jesus Tesara and Quisqueya Planas as Principal Comptrollers, and as
their alternates, Messrs. Eudoro Barreto and Francisco Salazar, respectively,
who shall serve a term of one (1) year in such capacity, for which they shall
receive an annual remuneration of THREE MILLION THREE HUNDRED THOUSAND BOLIVARS
WITH NO CENTS (Bs. 3,300,000.00).

Finally, as indicated in the attached Minutes, the Seventh and last point of the
Call was approved, agreeing to designate as External Auditors of CANTV, for the
year 2001-2002, the firm of Porta, Chafeiro, Laria and Associates.

I petition the citizen Registrar to issue a copy of this participation and five
certified copies of this brief and of the record for the ensuing legal purposes.

It is recorded in Caracas on the date of its presentation.

Mariela Rivas Belmonte
Secretary of the Board of Directors
CANTV

MINISTRY OF THE INTERIOR AND JUSTICE
FIRST MERCANTILE REGISTRY
OF THE JUDICIAL CIRCUMSCRIPTION OF THE CAPITAL DISTRICT AND STATE OF MIRANDA

Caracas, May seventeen (17), year 2002 (192 and 143). The above document is
deemed is presented by its SIGNATORY, for its registration in the Mercantile
Registry and publication. Do so accordingly and FILE the original. The preceding
document, drafted by Dr. MARIELA RIVAS NORIA, is registered in the Commercial
Registry under No. 36, Volume 65-A-PRO Fees paid Bs. 451140.00. according to
List RM No. 515799, Bank No. 0100635034, in the amount of Bs.44400.00. The
identification was provided as follows: MARIELA RIVAS DE BELMONTE, C.I.
(IDENTITY CARD), C.I. V-3.982.872.

The First Mercantile Registrar

Signed. Dr. MARIELA J. FUENMAYOR T.

THIS PAGE BELONGS TO:
COMPANIA ANONIMA NACIONAL TELEFONOS DE VENEZUELA (CANTV)

DIV/ 54/LIZ

The undersigned, Mariela Rivas de Belmonte, holder of identity card No.
3.982.872, acting as Secretary of the Board of Directors of CANTV, hereby
certifies: that the following text is a faithful and exact copy of the Minutes
of the Extraordinary Assembly of Shareholders, held on March 22, 2002.

Signed: Mariela Rivas de Belmonte
Secretary of the Board of Directors

MINUTES OF THE ORDINARY ASSEMBLY OF SHAREHOLDERS OF COMPANIA ANONIMA NACIONAL
TELEFONOS DE VENEZUELA (CANTV) HELD ON MARCH 22, 2002

On this day, March 22, 2001, at 8:00 a.m., the following persons met at the
CANTV Theater located on the first floor of the NEA Building, Av. Libertador, in
the city of Caracas, to hold an Ordinary Assembly of Shareholders of Compania
Anonima Nacional Telefonos de Venezuela "C.A.N.T.V.": Representing the Class "A"
Shares: for GTE VENHOLDINGS B.V., Mrs. Patricia Macedo Blanco, holder of
identity card No. 11.314.773, representing 196,401,427 Shares; for TELEFONICA
VENEZUELA HOLDING B.V. and INVERSIONES TIDE, S.A., Mr. Carlos Bello, holder of
identity card No. 4.773.323, representing 54,410,144 Shares; For BANCO MERCANTIL
FIDEICOMISO, Mrs. Maria Claudia Arango, holder of identity card No. 10.804.816,
representing 16,153 Shares; representing BANCO MERCANTIL, C.A., BANCO UNIVERSAL,
Mrs. Aury Oliveros, holder of identity card No. 5.564.351, representing 350,986
Shares; representing the Ministry of Infrastructure, Mrs. Coralia Jimenez
Delgado, identity card No. 3.170.133, owner of one (1) Class "B" share; for the
Class "C" Shares, authorized by the Trust Banks, the following persons were
present: for the Banco Mercantil, Mrs. Maria Claudia Arango, holder of identity
card No. 10.804.816, representing 11,127,182 Shares; for Unibanca, Mr. Rafael
Corona, holder of identity card No. 4,974.227, representing 3,951,822 Shares;
for the Banco Venezuela, Mr. Jose Pacheco, holder of identity card No.
6.256.284, representing 45,759 Shares; for Citibank, Mrs. Nora Gonzalez, holder
of identity card No. 10.181.176, representing 34,769 Shares; and the holders of
Class "C" Shares, whether present or represented, which are identified in the
attached annex, labeled "Annex 1", which is an integral part of these minutes.
For the Class "D" Shares, authorized by the Trust Banks, the following persons
are present: for the Banco Mercantil, Mrs. Maria Claudia Arango, holder of
identity card No. 10.804.816, representing 308,452 Shares; for Banco Venezuela,
Mr. Jose Pacheco, holder of identity card No. 6.256.284, representing 8,201
Shares; for Banco Caribe, Mr. Rafael Ramos, holder of identity card No.
5.865.900, representing 574,724 Shares; for Citibank N.A., Mrs. Nora Gonzalez,
holder of identity card No. 10.181.176, representing 2,108,682 Class "D" Shares
of the shareholders: BT Pyramid Trust, UBS Ag London Branch, Solomon Smith
Barney Inc., American Exp World Exp FD Emerging Markets Equity, KredietBank
N.Y., Bear Stearns Securities Corp., Credit Lyonnais Securities USA Inc.,
Unilever Pension Fund, Balzac Emerging Latin America Index, National Westminster
Life Assurance, Kodak Retirement Income Plan Trust, Howard Huegs Medical
Institute, Philips Electronics North America, Venezuela Emerging MKT. Index Comm
Trust, Global Investment Fund, New York State Common Retirement FD, UAM Funds
Inc., Acadian Em. MKTS., Oregon Public Emp. Retirement System, The IBM Tax
Deferred Savings Plan. Representing the depository bank of the ADRs, Bank of New

York, is Mrs. Altina De Sousa, holder of identity card No. 11.665.576, of the
Banco Venezolano de Credito, representing 407,357,370 Shares. Likewise,
representing Class "D" Shares they own, are the shareholders that are present or
represented, that are identified in the attached list labeled "Annex 2", which
is an integral part of these minutes. All of the shares present, which represent
the quorum for the Assembly, total 677,639,528 Shares (73.176%).

Also present at the Assembly were Mr. Gustavo Roosen, holder of identity card
No. 2.938.282, President of CANTV, and Mrs. Mariela Rivas de Belmonte, holder of
identity card No. 3.982.872, Secretary of the Board of Directors.

In light of the fact that the majority of the capital stock of the Company,
required for the quorum, was present or represented, the Ordinary Assembly of
Shareholders of CANTV was declared validly constituted, and the shareholders
present were welcomed and were informed that the holder of the majority of the
Class "B" Shares, Banco de Desarrollo Economico y Social de Venezuela (BANDES),
was not present.

Immediately thereafter, the Secretary of the Board read the Call to Assembly
published therefore, which read as follows:

In accordance with what is set forth in Articles 8 and 9 of the Company Bylaws,
are Shareholders of this Company are called to an Ordinary Assembly of
Shareholders of CANTV, to be held on March 22, 2002, at 8:00 a.m., at the CANTV
Theater, First Floor, NEA Building, Avenida Libertador, Caracas. The following
points shall be discussed.

1. Consideration, approval or modification of the General Balance Sheet,
the Profit and Loss Statement, the Statement of Changes in
Shareholders' Equity and the Statement of Cash Flows presented by the
Board of Directors, representative of the administration of the company
during the fiscal year ending December 31, 2001, after reviewing the
report of the Comptrollers.
2. Decree of Dividends.
3. Approval of authorized capital.
4. Modification of the Bylaws of the Company, articles 4, 5, 6, 10, 11,
12, 14, 15, 17, 18, 20, 21 and New Transitory Provision.
5. Appointment of the Board of Directors.
6. Appointment of the Principal and Alternate Comptrollers of the Company,
and the setting of their remuneration.
7. Appointment of the External Auditors of the Company.

Note:
-----

The Shareholder that cannot or does not wish to attend the Assembly in question
personally, may be represented through a Letter-Power of Attorney designating
the person who will represent it at the Shareholder Assembly. The draft of this
Letter-Power of Attorney may be found at the office of the Secretary of the
Board of Directors, and must be submitted forty-eight (48) hours in advance of
the Assembly at the same office.

The shareholders of the Company are hereby informed that the General Balance
Sheet, the Profit and Loss Statement, the Statement of Changes in Shareholders'
Equity and the Statement of Cash Flows presented by the Board of Directors,
representative of the administration of the company during the fiscal year
ending December 31, 2001, with a review of the report of the Comptrollers, as
well as the Draft for the Modification of the Company Bylaws, shall be available
to the shareholders as of 3/6/2002 at the Office of

the Secretary of the Company, located at the following address: CANTV, NEA
Building, First Floor, Av. Libertador, Caracas.

Immediately thereafter, Mr. Gustavo Roosen informed the Assembly that in order
to approve the Third and Fourth Point of the Call: "Approval of the Authorized
Capital" and "Modification of the Bylaws of the company, articles 4, 5, 6, 10,
11, 12, 14, 15, 17, 18, 20, 21 and New Transitional Provision", this requires
the favorable vote of the majority of the Class "B" shares, held by the Bank of
Economic and Social Development of Venezuela (BANDES), which are not represented
at this Assembly. Therefore, it was submitted to the Assembly's consideration
the deferment of these points for a following Extraordinary Shareholder
Assembly. Submitted to a vote, this proposal was approved by the Assembly.

Immediately thereafter, the President of the Company began the discussion of the
First Point of the Call, for which purpose the following documents were read:
the Annual Report, the General Balance Sheet, the Report addressed to the
Assembly by the Main Comptrollers of the Company, Lics. Martin Saul Torres and
Quisqueya Planas, in which they state that they examined the consolidated
general balance sheet as of 12/31/2001, and the related consolidated statements
of changes in shareholders' equity and cash flow for the year ending on that
date, expressed in updated values that fully reflect all the effects of
inflation on the purchase power of the currency, according to the opinion of the
External Auditors of the Company, the firm Porta, Cachafeiro, Laria y Asociados,
who state that the consolidated financial statements do reasonably present in
all relevant aspects, the financial situation of Cantv and Affiliates as of that
date.

Immediately thereafter, the approval of the Report to the Shareholders, the
Financial Statements, including the Consolidated Financial Statements presented
by the Board of Director, representative of the administration of the Company
during the fiscal year ending 12/31/2001, was proposed.

Once submitted to a vote, the majority of the Assembly declared the First Point
approved and agreed to attach the Annual Report that the Board of Directors
presents to the Shareholders, the Consolidated Financial Statements, the
Comptrollers' Report and the Report of the External Auditors to these Minutes,
to become an integral part hereof.

Immediately thereafter, the Second Point of the Call: "Decree of Dividends" was
submitted to the Assembly's consideration for which the proposal presented by
the Board of Directors of the Company was read to the Assembly, pursuant to
articles 20, literal c) and 28 of the Company Bylaws:

"Ordinary Dividend in cash of forty-one bolivars with sixty cents (Bs. 41.60)
per share for shareholders registered in the Book of Shareholders on 5/24/2002,
to be made in one single payment on 6/6/2002".

Once submitted to a vote, the majority of the Assembly agreed to approve the
"Dividend Decree" as proposed by the Board of Directors.

Next, the Fifth Point of the Call: "Appointment of the Board of Directors", was
considered. With respect to the "C" Class Shares, the Secretary of the Board of
Directors, Mariela Rivas de Belmonte, read the communication sent to the
Shareholder Assembly by the Commission in Charge of the Selection Process for
the period 2002-2003, where they nominate, according to the election results of
March 12 of this year, Ms. Yelitza Garcia and Mr. Luis Parra, for the positions
of Principal Directors, and Messrs. Ubaldo Suniaga and Ygor Lira as Alternate
Directors. To continue with makeup of the Board of Directors, the Assembly was
asked, in order to comply with what is set forth in article 125 of the Law of
Capital Markets, as to the existence of any group of shareholders representing
at least twenty percent (20%) of the Capital Stock of the Company, with no
affirmative response forthcoming. Then Mrs. Patricia Macedo, representing the
Class "A" Shares owned by the Consortium GTE VENHOLDINGS B.V., proceeded to
nominate, for the positions of: president, Mr. Gustavo Roosen and as his
alternate, Mr. Steven Zipperstein; as Principal Directors, Messrs. Fares F.
Salloum, Terry Lewis, Howard Svigals, Manuel Costa Marques and Ricardo Hausmann,
and as Alternate Directors, Messrs. Al Giammarino, Ruben Perlmutter, Luis
Esteban Palacios, Arminio Borjas (h) and German Garcia Velutini. Next, Mr.
Carlos Bello, representative of TELEFONICA VENEZUELA HOLDING B.V. and
INVERSIONES TIDE, S.A., stated that he was in agreement with the proposal
presented by the shareholder GTE VENHOLDINGS B.V.

After submitting the above proposals to a vote, the Assembly approved them by
majority vote, and therefore the Board of Directors of the company for the
period 2002-2003 is formed by the following persons:

PRESIDENT ALTERNATE
Gustavo Roosen Steven Zipperstein

Then the Sixth Point of the Call: "Appointment of the Principal and Alternate
Comptrollers of the Company, and the setting of their remuneration", was
considered, and for such purpose, the two (2) lists of three candidates for
Comptroller were read, which lists had been available to the shareholders since
March 6, 2002. Thereafter the separate voting was carried out, according to the
procedure laid out in articles 126 and 127 of the Law of Capital Markets.
Messrs. Jesus Tesara, as Principal Comptroller, and Eudoro Barreto, as Alternate
Comptroller, were elected by the shareholders (27.12% of the shares present at
the Assembly; and for the rest of the shares present, Messrs.

Quisqueya Planas as Principal Comptroller and Francisco Salazar as Alternate
Comptroller, were elected; all of whom shall serve a term of one (1) year in
such positions as of this date, and shall receive an annual remuneration of
THREE MILLION THREE HUNDRED THOUSAND BOLIVARS WITH ZERO CENTS (Bs.
3,300,000.00).

Finally, the President of the Company, Mr. Gustavo Roosen, submitted to the
consideration of the Assembly the Seventh and last point of the Call:
"Appointment of the External Auditors of the Company", according to what is set
forth in article 11, literal f) of the Bylaws of the Company. The Assembly
agreed by majority vote to appoint the firm Porta, Cachafeiro, Laria y Asociados
as the External Auditors of CANTV for the year 2002-2003.

After completing the agenda, the meeting was adjourned, authorizing Dr. Mariela
Rivas de Belmonte, the Secretary of the Board of Directors, to request the
registration with the Mercantile Registry and make the corresponding
publication.

These Minutes are drafted, and in conformity, the attendees sign it.

/s/ Patricia Macedo Blanco /s/ Carlos Bello
-------------------------- --------------------------
Patricia Macedo Blanco Carlos Bello
Representative of GTE VENHOLDINGS B.V. Representative of TELEFONICA VENEZUELA
HOLDING B.V. AND INVERSIONES TIDE

/s/ Aury Oliveros /s/ Coralia Jimenez D.
-------------------------- --------------------------
Aury Oliveros Coralia Jimenez D.
Banco Mercantil, C.A. Representative of the Ministry of
Banco Universal Infrastructure

/s/ Gustavo Roosen /s/ Maria Claudia Arango
-------------------------- --------------------------
Gustavo Roosen Maria Claudia Arango
President of CANTV Banco Mercantil

/s/ Rafael Corona /s/ Jose Pacheco
-------------------------- --------------------------
Rafael Corona Jose Pacheco
Unibanca Banco Venezuela

/s/ Nora Gonzalez /s/ Rafael Ramos
-------------------------- --------------------------
Nora Gonzalez Rafael Ramos
Citibank, N.A. Banco del Caribe

/s/ Altina De Sousa /s/ Martin Saul Torres
-------------------------- --------------------------
Altina De Sousa Martin Saul Torres
The Bank of New York CANTV Comptroller

/s/ Quisqueya Planas /s/ Eudoro Barreto
-------------------------- --------------------------
Quisqueya Planas Eudoro Barreto
CANTV Comptroller CANTV Comptroller

/s/ Mariela Rivas de Belmonte
-----------------------------
Dra. Mariela Rivas de Belmonte
Secretary of the Board of Directors of CANTV

CARACAS, May seventeen (17), OF THE YEAR TWO THOUSAND TWO (2002). (SIGNED).
MARIELA RIVAS DE BELMONTE, Dra. MARIELA J. FUENMAYOR T. THIS CERTIFIED COPY OF A
PUBLICATION IS ISSUED ACCORDING TO ROLL NUMBER 508585.

54/LIZ

Dra. MARIELA J. FUENMAYOR T.
FIRST MERCANTILE REGISTRAR

--------------------------------------------------------------------------------
REPUBLIC OF VENEZUELA
Ministry of the Treasury

Name of Applicant
CANTV

Identification Number Date
5/17/2002

For: Legal Basis

H-99 4430249
--------------------------------------------------------------------------------
MH
SENIAT

--------------------------------------------------------------------------------
5,000 FIVE THOUSAND BOLIVARS
--------------------------------------------------------------------------------

SIGNATURE

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.

COMPANIA ANONIMA NACIONAL
TELEFONOS DE VENEZUELA, (CANTV)

By: /s/ ARMANDO YANES
-----------------
Armando Yanes
Chief Financial Officer

Date: June 5, 2002