SecProbe.io

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                           GIBSON, DUNN & CRUTCHER LLP
                                     LAWYERS

                   A REGISTERED LIMITED LIABILITY PARTNERSHIP
                       INCLUDING PROFESSIONAL CORPORATIONS
                                   __________

                 200 Park Avenue, New York, New York 10166-0193
                                 (212) 351-4000

                               www.gibsondunn.com

                             kkelley@gibsondunn.com

                                 October 7, 2005

Direct Dial                                                    Client Matter No.
(212) 351-4022                                                   C 92712-00004

Fax No.
(212) 351-5322

VIA HAND DELIVERY

Mr. Larry Spirgel
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 3561
Washington, D.C. 20549

      Re:   TELE NORTE LESTE PARTICIPACOES S.A.
            ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED
            DECEMBER 31, 2004

Dear Mr. Spirgel:

      Reference is made to your letter, dated August 18, 2005 (the "Comment
Letter"), setting forth the Staff's comments on the above-referenced annual
report. On behalf of our client, Tele Norte Leste Participacoes S.A. (the
"Company"), we hereby submit the Company's responses to the comments of the
Staff of the Division of Corporation Finance (the "Staff") on the Company's
annual report on Form 20-F (the "Form 20-F"), filed with the United States
Securities and Exchange Commission (the "Commission") on June 29, 2005.

      The headings and numbered paragraphs in this response letter correspond to
the original headings and numbered paragraphs in the Comment Letter. For ease of
reference, we have repeated the Staff's comments in bold text preceding each of
the responses.
<PAGE>
Mr. Larry Spirgel
October 7, 2005
Page 2

FORM 20-F FOR FISCAL YEAR DECEMBER 31, 2004

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS, PAGE 61

STATEMENT OF OPERATIONS FOR 2002, 2003 AND 2004, PAGE 72

OTHER NON-RECURRING INCOME, PAGE 100

1.    IT APPEARS AT PAGE 100 THAT YOU HAD PREVIOUSLY RECORDED ESTIMATED GAINS
      RELATING TO ADMINISTRATIVE AND LEGAL PROCEEDINGS WITH EMBRATEL PRIOR TO
      THE SETTLEMENT OF THESE CLAIMS. TELL US THE AMOUNT OF THESE RECORDED
      CONTINGENCIES AND HOW YOUR POLICY COMPLIES WITH SFAS 5 FOR U.S. GAAP
      REPORTING PURPOSES.

      The Company complied with SFAS 5 for U.S. GAAP reporting purposes because
      it did not record any estimated gains or gain contingencies. The Company
      recorded a receivable of R$179.3 million for regular services provided to
      Embratel which did not comprise any estimated or contingent gains.

      In addition, the Company recorded a R$54.8 million non-recurring gain as
      the result of the collection of previously unrecognized disputed
      receivables from Embratel.

      As requested, the Company will clarify its disclosures in applicable
      future filings, including future filings on Form 20-F.

ITEM 15. CONTROLS AND PROCEDURES, PAGE 161

2.    WE NOTE YOUR STATEMENT THAT "EVEN EFFECTIVE DISCLOSURE CONTROLS AND
      PROCEDURES CAN ONLY PROVIDE REASONABLE ASSURANCE OF ACHIEVING THEIR
      CONTROL OBJECTIVES."  PLEASE CONFIRM TO US IN YOUR RESPONSE LETTER THAT
      YOUR CERTIFYING OFFICERS CONCLUDED YOUR DISCLOSURE CONTROLS AND
      PROCEDURES ARE EFFECTIVE IN REACHING THAT LEVEL OF REASONABLE ASSURANCE
      AND REVISE YOUR FUTURE FILINGS ACCORDINGLY.   IN THE ALTERNATIVE,
      REMOVE THE REFERENCE TO THE LEVEL OF ASSURANCE OF YOUR DISCLOSURE
      CONTROLS AND PROCEDURES AND SIMPLY STATE, IF CORRECT, THAT YOUR
      CERTIFYING OFFICERS CONCLUDED THAT YOUR DISCLOSURE CONTROLS AND
      PROCEDURES ARE EFFECTIVE.  PLEASE REFER TO SECTION II.F4 OF SECURITIES
      ACT RELEASE NO. 33-8238 (JUNE 5, 2003), WHICH IS AVAILABLE ON OUR WEB
      SITE AT HTTP://WWW.SEC.GOV/RULES/FINAL/33-8238.HTM.

      The Company confirms that its certifying officers concluded that the
      Company's disclosure controls and procedures as of the end of its fiscal
      year were effective to provide reasonable assurance of achieving their
      control objectives -- i.e., ensuring that information required to be
      disclosed in the reports the Company files and submits under the Exchange
      Act was (i) recorded, processed, summarized and reported as and when
      required, and (ii) accumulated and communicated to management, including
      the Chief
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Mr. Larry Spirgel
October 7, 2005
Page 3

      Executive Officer and Chief Financial Officer, to allow for timely
      decisions regarding required disclosure.

      As requested, the Company will include this revision in future applicable
      filings, including its future filings on Form 20-F.

CONSOLIDATED STATEMENTS OF CASH FLOWS, PAGE F-8

3.    EXPLAIN FOR US THE NATURE OF THE TRANSACTION REPRESENTED BY THE CAPTION
      "PURCHASE OF TREASURY SHARES OF SUBSIDIARIES" IN THE FINANCING
      ACTIVITIES SECTION OF YOUR STATEMENT OF CASH FLOWS.  TELL US HOW YOU
      ACCOUNTED FOR THIS TRANSACTION AND ANY DIFFERENCES IN ACCOUNTING UNDER
      U.S. GAAP.

      As permitted under Brazilian law, the Company and its subsidiary Telemar
      occasionally engage in purchases of their respective securities.

      In the statements of cash flow, the Company separated the acquisition by
      the Company of securities issued by it from the acquisition by its
      subsidiaries of securities issued by such subsidiaries (in this case,
      Telemar Norte Leste S.A. or "Telemar"). The Company acquired its treasury
      shares in the amount of R$247.6 million and Telemar acquired its treasury
      shares in the amount of R$101.6 million. The title of the line item should
      be "Purchase of treasury shares BY subsidiaries" instead of "Purchase of
      treasury shares OF subsidiaries".

      The Company reviewed the provisions of FAS 141 for accounting for these
      transactions under U.S. GAAP. The Company determined that any
      reconciliation with Brazilian GAAP was immaterial because the ownership of
      the Company in the subsidiary changed by a de minimis amount (0.66% in
      2004, 0.16% in 2003 and 0.05% in 2002), resulting in immaterial
      adjustments to certain balance sheet items, with no impact to the
      statements of operations. In future years, the Company will continue to
      evaluate the purchase of shares by the subsidiaries and reassess
      materiality for purposes of reconciliation to U.S. GAAP in the notes to
      the Company's financial statements.

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES, PAGE F-9

(d)  GOODWILL ON DOWN-STREAM MERGER, PAGE F-15

4.    EXPLAIN FOR US IN MORE DETAIL YOUR ACCOUNTING TREATMENT FOR THE
      GOODWILL ASSOCIATED WITH THE DOWN-STREAM MERGER WITH 140 PARTICIPACOES
      S.A.  SPECIFICALLY, CLARIFY HOW YOU ACCOUNT FOR THE USAGE OF THE INCOME
      TAX AND SOCIAL CONTRIBUTION CREDIT, AS DISCUSSED AT PAGE F-50 (F-34),
      AND THE TRANSFER OF THE TAX BENEFIT REALIZED FROM THE AMORTIZATION OF
      GOODWILL TO TELEMAR PARTICIPACOES THROUGH THE ISSUANCE OF SHARES.  IN
      ADDITION, WE NOTE THAT YOUR AMORTIZATION OF GOODWILL IS PARTIALLY
      OFFSET BY THE
<PAGE>
Mr. Larry Spirgel
October 7, 2005
Page 4

      REALIZATION OF THE PROVISION FOR GOODWILL AT PAGE F-37. CLARIFY WHAT EACH
      OF THESE ENTRIES REPRESENTS. YOU MAY WISH TO PROVIDE US WITH EXAMPLE
      JOURNAL ENTRIES TO ILLUSTRATE YOUR ACCOUNTING TREATMENT FOR EACH OF THESE
      TRANSACTIONS. ALSO, IT DOES NOT APPEAR THAT YOU HAVE RECORDED ANY
      RECONCILING ITEMS ASSOCIATED WITH THESE TRANSACTIONS FOR U.S. GAAP
      REPORTING PURPOSES. TELL US YOUR BASIS IN THE U.S. GAAP LITERATURE FOR
      YOUR ACCOUNTING TREATMENT.

      On December 14, 1999, as permitted by Article 157 of Brazilian Corporate
      Law and CVM Instruction No. 31/84, 319/99 and 320/99 of the Comissao de
      Valores Mobiliarios ("CVM"), the Brazilian equivalent of the Commission,
      Telemar Participacoes S.A. ("Telemar Part."), the Company's majority
      shareholder, subscribed and paid in, through contribution of its
      investment and corresponding goodwill asset (the "Goodwill") in the
      Company, 100% of the capital of a new entity, called "140 Participacoes
      S.A.".

      The objective of the down-stream merger, or "legal reorganization", was
      to comply with CVM Instruction No. 319/99.  The Goodwill paid over the
      book value on the acquisition of shares of the Company by Telemar Part.
      was R$2,464.8 million.  The down-stream merger assured the realization
      of the pre-existing tax benefit related to the Goodwill.  The
      down-stream merger of 140 Participacoes S.A. was approved by the
      shareholders of the Company on December 29, 1999, whereupon 140
      Participacoes S.A. was merged into the Company.  In the down-stream
      merger, the shareholders of Telemar Part. received shares of the
      Company in exchange for their shares in 140 Participacoes S.A.

      By effecting the down-stream merger, the goodwill was converted to a
      deferred asset (the "Deferred Charge"), which is tax deductible upon
      amortization.

      According to CVM Instruction No. 349/00, the Goodwill had to be reduced to
      the actual amount of the tax benefit by means of a provision. Accordingly,
      during 2000, the Company recorded a provision in the amount of R$1,599.6
      million, representing 66% of the total goodwill, reducing the total
      Deferred Charge to R$824.1 million, i.e., 34% (statutory tax rate in
      Brazil) of the goodwill. The goodwill is amortized in 60 months and
      recorded as other operating expenses. The provision is realized in 60
      months and the realization is recorded as other operating income. As the
      amortization expense of the goodwill is deductible for tax purposes, and
      the realization of the provision is not taxable, the Company added-back
      the tax-effect in Note 7, where it shows a reconciliation of the statutory
      tax rate to the effective tax rate.

      In accordance with Brazilian GAAP, the Company may issue shares (pro rata
      for both common and preferred) based on the different pricing criteria
      permitted by law to the contributing shareholder for the amount of the tax
      benefits recognized by the Company. However, the minority shareholders
      will be given the right to purchase (directly from the
<PAGE>
Mr. Larry Spirgel
October 7, 2005
Page 5

      contributing shareholder) their pro rata share of this share capital
      increase in order to prevent dilution, at the same issue price.

      The example journal entries for the year 2003, resulting in a net effect
      of R$167.6 million (R$493.0 million goodwill amortization minus R$325.4
      million reversal of provision) recorded as other operating results, are as
      follows (in million of Reais):

      (1) For the amortization of the goodwill:

      Db. Amortization expense of the goodwill (as other operating
      expense)                                                           R$493.0

      Cr. Goodwill (asset)                                               R$493.0

      (2) For the amortization of the provision to reduce the goodwill:

      Db. Provision (reducing asset)                                     R$325.4

      Cr. Realization of the provision (as other operating income)       R$325.4

      The amount of R$167.6 million represents one-fifth of the total tax
      benefit, as this benefit is realized in 60 months according to Brazilian
      GAAP. In 2004, this amount of R$167.6 million was passed on to Telemar
      Part. via the issuance of shares. As of December 31, 2004, both the
      goodwill and the provision are fully amortized in accordance with
      Brazilian GAAP, so there is no ongoing impact on the results of the
      operations of the Company.

      The amount of the add-back in the tax reconciliation in Note 7 is R$110.6
      million (R$325.4 million x 34%).

      For U.S. GAAP purposes, in accordance with EITF 94-10, tax effects caused
      by transactions with shareholders are not included in the Company's
      statement of operations, but rather in equity. Therefore, the Company
      recorded a deferred tax asset of R$824.1 million with an offsetting amount
      recorded in capital reserve. Under U.S. GAAP, goodwill created within the
      same entity is not recognized; however, the future tax benefit created by
      the asset is recognized and amortized as the tax benefit is realized,
      according to SFAS 109.

      In future filings, the Company will include a reconciliation in the
      footnotes to its financial statements for the R$167.6 million
      reclassification to "Income and Tax Contribution" for U.S. GAAP purposes.
<PAGE>
Mr. Larry Spirgel
October 7, 2005
Page 6

(e)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, PAGE F-16

5.    WE NOTE THAT YOU APPLY PROPORTIONATE CONSOLIDATION FOR YOUR 50% SHARE OF
      AIX INCOME AND EXPENSES AND ASSETS AND LIABILITIES. FOR U.S. GAAP
      REPORTING PURPOSES, DISCLOSE A SUMMARY OF THE AMOUNTS PROPORTIONATELY
      CONSOLIDATED.

      At December 31, 2004, the balance sheet of AIX (Brazilian GAAP numbers as
      disclosed in the Brazilian GAAP financial statements) is summarized as
      follows (in million of Reais):

      <Table>
      <Caption>

                                                        50%         100%

      ASSETS                                                  TOTAL AMOUNTS
<S>                                                   <C>          <C>
      Current assets                                    3.2          6.4
      Long-term assets                                 76.9        153.8
      Permanent assets                                 36.6         73.2
                                                      -----        -----
      TOTAL ASSETS                                    116.7        233.4
                                                      =====        =====

      LIABILITIES AND SHAREHOLDERS' EQUITY
      Current liabilities                               9.6         19.2
      Long-term liabilities                            31.3         62.6
      Deferred income                                   4.1          8.2
      Shareholders' equity                             71.7        143.4
                                                      -----        -----
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      116.7        233.4
                                                      =====        =====
      </Table>

      AIX statement of income at December 31, 2004 can be summarized as follows
      (in million of Reais):

      <Table>
      <Caption>

                                                        50%         100%

                                                              TOTAL AMOUNTS
<S>                                                   <C>          <C>
      Net operating revenues                           19.6         39.2
      Cost of services rendered                       (11.9)       (23.8)
                                                      -----       ------
      Gross profit                                      7.7         15.4
                                                      -----       ------
      Operating (expenses) income                      (4.2)        (8.4)
      Financial results                                (9.0)       (18.0)
      Non-operating (expenses) income, net            (54.0)      (108.0)
                                                      -----       ------
      Loss before income tax and social
      contribution