SecProbe.io

September 30, 2014

Via E -mail
Napoleon L. Nazareno
President and Chief Executive Officer
Philippine Long Distance Telephone Company
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines

Re: Philippine Long Distance Telephone Company
 Form 20-F
Filed April 2, 2014
File No. 001 -03006

Dear  Mr. Nazareno :

We have reviewed your filing an d have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.   In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response .  If you do not
believe our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Risk Factors, page  10

Risks Relating to Our Securities, page 21

PLDT is required to comply with foreign ownership restriction under the  Philippine
Constitution…, page 21

1. Please revise your disclosure in this risk factor and under “Legal Proceedings” on page
110 to clarify that the Philippine SEC issued SEC Memorandum Circular No. 8 in
response to the directive by the Supreme Court in the Gamboa Case to apply the
definition of “capital” in the Gamboa Case decision in determining the extent of
allowable foreign ownership in PLDT and, if there was a violation, to impose appropriate
sanctions.

Napoleon L. Nazareno
Philippine Long Distance Company
September 30, 2014
Page 2

 2. Please discuss more specifically the potential consequen ces to the company of exceeding
the foreign ownership restrictions.

Item 7. Major Shareholders and Related Party Transactions , page 109

3. Please revise the table on page 109 to p rovide the shareholdings of your major
shareholders based upon beneficial ownership of the company’s voting securities.  Refer
to Item 7A of Form 20 -F and the definition of beneficial ownership in General Instruction
F to Form 20 -F.  When revising the tabl e, please take the following into account:

 Include in each person’s beneficial ownership amount the number of shares of
common stock attributable to each person as a holder of ADRs or as a participant in
the Philippine Depository and Trust Co. (“PDTC”);

 Separately list in the table ADR holders and participants in the PDTC whose
beneficial holdings of common shares constitute five percent or more of the
company’s common shares;

 Include in the table as one shareholder affiliated groups of shareholders, suc h as the
First Pacific group and the NTT group.  You may disclose in a footnote the individual
shareholdings of each affiliate in the group; and

 In light of the fact that you have two classes of voting securities, we encourage you to
add a column to the t able showing the total voting power each person’s shareholdings
represent.

4. Please discuss the contractual rights held by the NTT group pursuant to agreements
between the company, the NTT group and the First Pacific group that give the NTT
group veto rights over a number of major decisions and transactions  that the company
could make or enter into, as well as rights relating to representation on the Board of
Directors of the company  and Smart , among other things .  Also disclose any contractual
rights held by the First Pacific group.

We urge all persons who are responsible for the accuracy and adequac y of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a c ompany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequa cy and accuracy of the disclosure in the filing;

Napoleon L. Nazareno
Philippine Long Distance Company
September 30, 2014
Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a d efense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Christy Adams, Senior Staff Accountant, at (202) 551 -3363, or Terry
French, Accounting Branch Chief,  at (202) 551 -3828, if you have questions regarding comments
on the financial statements and related matters.  Please contact Kathleen Krebs, Special Counsel,
at (202) 551 -3350 , or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Di rector

cc: Via E -mail
Atty. Ma. Lourdes C. Rausa -Chan ,
Senior Vice President , Corporate Secretary,
General Counsel and Chief Governance Officer
Philippine Long Distance Telephone Company