SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(AMENDMENT NO. 5)

COMPAÑÍA DE TELECOMUNICACIONES DE CHILE S.A.
(Name of Subject Company)

INVERSIONES TELEFÓNICA INTERNACIONAL HOLDING LIMITADA
TELEFÓNICA, S.A.
(Names of Filing Persons)

American Depositary Shares
(Each Representing 4 Shares of Series A Common Stock, no par value)
(Title of Class of Securities)

204449300
(CUSIP Number of Class of Securities)

Shares of Series A Common Stock, no par value, and Shares of Series B Common Stock, no par value
(Title of Class of Securities)

n/a
(CUSIP Number of Class of Securities)

Marcía García-Legaz Ponce
Head of Investor Relations
Distrito C, Ronda de la Comunicación, s/n
28050 Madrid, Spain
Tel. 011 34 91 482 870
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
Stephen G. Rooney, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000

CALCULATION OF FILING FEE

Transaction Valuation (1)			Amount of Filing Fee(2)(3)
$340,117,759.10			$13,366.63

þ Check the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 3e-4.

þ going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

          This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO and Schedule 13E-3 Transaction Statement originally filed with the Securities and Exchange Commission (the “SEC”) on September 17, 2008, as amended by Amendment No. 1 filed on September 17, 2008, Amendment No. 2 filed on September 19, 2008, Amendment No. 3 filed on September 22, 2008 and Amendment No. 4 filed on September 24, 2008 (as amended, the “Schedule TO”), relating to the Offer by Telefónica, S.A., a publicly held stock corporation organized and existing under the laws of the Kingdom of Spain (“Telefónica”), and Inversiones Telefónica Internacional Holding Limitada, a limited liability company (sociedad de responsabilidad limitada) organized and existing under the laws the Republic of Chile and indirectly owned by Telefónica (“Purchaser” and, together with Telefónica, the “Bidders”), to purchase any and all of the outstanding shares of Series A common stock, no par value (the “Series A Shares”), and Series B common stock, no par value (the “Series B Shares” and, together with the Series A Shares, the “Shares”), of Compañía de Telecomunicaciones de Chile S.A., a publicly traded stock corporation organized and existing under the laws of the Republic of Chile (the “Company”), other than Shares currently owned by Telefónica Internacional Chile S.A., a corporation organized and existing under the laws the Republic of Chile and indirectly wholly owned by Telefónica and any and all of the outstanding American Depositary Shares (“ADSs”) of the Company, each representing four Series A Shares, on the terms and subject to the conditions set forth in the Offer to Purchase, dated September 17, 2008 (the “Offer to Purchase”), and in the related ADS Letter of Transmittal, the Form of Acceptance and the ADS Notice of Guaranteed Delivery (which, as they may be amended and supplemented from time to time, together constitute the “U.S. Offer”), copies of which are filed as Exhibits (a)(1), (a)(2), (a)(3) and (a)(4), respectively, to the Schedule TO. Through a concurrent offer in Chile, Purchaser is offering to purchase any and all of the outstanding Shares, other than Shares currently owned by TICSA, including Shares held by U.S. persons (the “Chilean Offer” and together with the U.S. Offer, the “Offers”).

          The information set forth in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated by reference into this Schedule TO, in response to all items of this Schedule TO including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO.

          Except as otherwise indicated in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Item 12. Exhibits

          Item 12 is hereby amended as follows:

Exhibit No.		Description
Exhibit (a)(15)		English translations of the opinions delivered by each member of the Company’s Board of Directors (incorporated herein by reference to Exhibit (a)(1) to the Schedule 14D-9 filed by the Company on September 30, 2008).

Item 13. Information Required by Schedule 13E-3

          Item 8. Fairness of the Transaction

          The paragraph under the question entitled “Does the Company support the U.S. Offer?” in the section of the Offer to Purchase entitled “Summary Term Sheet,” the tenth paragraph of the section of the Offer to Purchase entitled “Introduction” and the last paragraph of the section of the Offer to Purchase entitled “Special Factors—Fairness of the Offers” are hereby amended and restated in their entirety by replacing such paragraphs with the following two paragraphs:

     Pursuant to Chilean law, each individual member of the Board of Directors of the Company must express in writing his reasoned opinion as to whether the Offers could be in the interest of the Shareholders. Chilean law does not require each individual member to recommend that shareholders accept or reject the Offers. Furthermore, Chilean law only contemplates the delivery of a reasoned opinion by each member of the Board of Directors of the Company and does not contemplate a recommendation of the Board of Directors of the Company, acting as such, that the Shareholders accept or reject the Offers. Therefore, the Board of Directors of the Company, acting as such, has not expressed an opinion and remains neutral with respect to the Offers. However, each member of the Board of Directors of the Company and two of the Company’s alternate directors who are not obligated by Chilean law to provide a recommendation, Carlos Díaz Vergara and Benjamín Holmes Bierwirth, each acting in his individual capacity, has expressed in writing his reasoned opinion that the Offers might be in the interest of the Shareholders.

     As set forth in the Schedule 14D-9 filed by the Company on September 30, 2008, each of the Company, the Board of Directors of the Company and the two alternate directors of the Company understand that no director of the Company intends to tender, sell or hold ADSs or Shares and that certain executive officers of the Company intend to tender to the Purchaser all ADSs or Shares held by such executive officers pursuant to the Offers.

          Items 8(a), (b) and (e) are amended and restated in their entirety as follows:

     (a), (b) and (e) The information set forth in the section of the Offer to Purchase entitled “Special Factors—Fairness of the Offers” and in the English translations of the opinions delivered by each member of the Board of Directors of the Company attached hereto as Exhibit (a)(15) is incorporated herein by reference.

          Item 12. The Solicitation or Recommendation

          Items 12(d) and (e) are hereby amended and restated in their entirety as follows:

     (d) and (e) The information set forth in the section of the Offer to Purchase entitled “Special Factors—Fairness of the Offers” and in the English translations of the opinions delivered by each member of the Board of Directors of the Company attached hereto as Exhibit (a)(15) is incorporated herein by reference.

SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 5 to the Schedule TO is true, complete and correct.

EXHIBIT INDEX

Exhibit No.		Description
Exhibit (a)(15)		English translations of the opinions delivered by each member of the Company’s Board of Directors (incorporated herein by reference to Exhibit (a)(1) to the Schedule 14D-9 filed by the Company on September 30, 2008).