SecProbe.io

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Mail Stop 3561

      							August 18, 2005

Carlos Henrique Moreira
Chief Executive Officer
Embratel Participacoes S.A.
Empresa Brasileira de Telecomunicacoes S.A. - Embratel
Rua Regente Feijo, 166, Sala 1687-B
Rio de Janeiro, RJ - Brazil 20060-060

	Re:	Embratel Participacoes S.A.
      Form 20-F for Fiscal Year Ended December 31, 2004
		Filed June 30, 2005
      File No. 1-14499

      Empresa Brasileira de Telecomunicacoes S.A. - Embratel
      Form 20-F for Fiscal Year Ended December 31, 2004
		Filed June 30, 2005
      File No. 333-16323-01

Dear Mr. Moreira:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 20-F for Fiscal Year Ended December 31, 2004

Consolidated Financial Statements - Embratel Participacoes S.A.
and
Subsidiaries

Note 7.  General and Administrative Expenses, page F-20

1. Tell us the nature of the taxes that are recorded as general
and
administrative expenses.

Note 8.  Other Operating Income (Expenses), Net, page F-20

2. Explain the nature of the cost recoveries for interconnection,
FUST, COFINS, and ICMS recorded as other operating income.  For
purposes of US GAAP reporting, tell us where these expenses were
initially classified and your basis for classifying the recoveries
as
other operating income, rather than in the original caption.

Note 14. Trade Accounts Receivables, Net, page F-26

3. Tell us the account(s) to which the decrease in the allowance
for
doubtful accounts of $24,380 was recorded for the year ended
December
31, 2004.

Note 34.  Summary of the Differences Between Accounting Practices
in
Accordance with BR GAAP and U.S. GAAP, page F-65

4. It is unclear to us why you have not included reconciling items
for several of your accounting policies under Brazilian GAAP in
your
reconciliation to US GAAP.  For each of the following items, tell
us
how you considered whether a difference existed and your basis in
the
US GAAP literature for your accounting policy:

* We note at page F-16, that income and social contribution are
calculated according to the rules and rates prevailing during the
year for Brazilian GAAP.  Tell us whether the prevailing rates
differ
from enacted rates, which are the applicable rates under SFAS 109
for
US GAAP reporting.
* We note at page F-16 and F-32, that pre-operating expenses
relating
to Click 21, Vesper Sao Paulo S.A. and Vesper S.A. were
capitalized
and are being amortized over five years.  Tell us how you applied
the
guidance in SOP 98-5, which requires that these costs be expensed
as
incurred, for US GAAP reporting.

e.  Earnings per share, page F-68

5. Provide us with a calculation of your earnings per share for
preferred and common shareholders using the two-class method under
US
GAAP for each of the three years presented.  Tell us how you
considered the dividends paid to preferred shareholders in the
year
ended December 31, 2003.  In addition, we note on page F-87 your
disclosure of the difference in your EPS if you had adopted EITF
03-
6.  Tell us how you determined the revised amounts and explain
specifically how the adoption of EITF 03-6 will affect your
calculation of EPS.

k.  Stock option plan, page F-71

6. We note that the exercise price of your stock options is
indexed
to inflation.  Tell us how you considered the guidance in FIN 44
in
determining that variable accounting was not required for your
stock
option plans.

l.  Goodwill and negative goodwill, page F-73

7. Please address the following items regarding your disclosure of
the differences in accounting for goodwill under BR GAAP and US
GAAP:

* We note that you wrote off the remaining goodwill associated
with
AcessoNet in 2003 under BR GAAP, but retained the balance of
goodwill
for US GAAP.  Tell us how you determined that this goodwill was
not
impaired under US GAAP, given that AcessoNet`s principal customer
filed a lawsuit requesting the interruption of their long-term
contract with you and began disconnecting several circuits, as
noted
at page F-22.
* Explain for us and disclose, in future filings, how your policy
of
testing goodwill for impairment differs for US GAAP and BR GAAP.
* Also, we note that the amount of goodwill originally recorded
under
BR GAAP was based on the excess of the acquisition cost over the
book
value of the net assets acquired.  Tell us how you considered the
guidance in SFAS 141, which requires that goodwill is recorded as
the
excess of the acquisition cost over the fair value of the net
assets.
* Clarify how you accounted for the acquisition of CT Torres under
SFAS 141 and the effect of the differences in accounting between
BR
GAAP and US GAAP on net income and the statement of stockholders`
equity.
* Provide us with your calculation of the total adjustments to net
income and total shareholders` equity pertaining to goodwill and
the
associated amortization and impairment.

t.  Net equity reconciliation of the differences between U.S. GAAP
and BR GAAP, page F-77

8. Explain for us and disclose, in future filings, the nature of
the
reconciling item labeled as "dividends."

U.S. GAAP supplementary information, page F-78

9. Tell us why you have classified the management fee paid to MCI
during the years ended December 31, 2003 and 2002 as a non-
operating
expense under US GAAP.

10. We note at page F-22 that gains on the sale of property,
plant,
and equipment and charges for the write-off and impairment of
permanent assets, including goodwill, are classified as non-
operating
income for Brazilian GAAP.  Tell us your basis for not classifying
these amounts within operating income for US GAAP reporting
purposes.

11. Refer to footnote (1) at page F-78.  Explain for us in more
detail why you believe that you act as an agent for the government
with regards to the collection of value added and other sales
taxes.
Tell us how you applied the guidance in EITF 01-14 in determining
that it is appropriate to present revenues net of these taxes.

Note 35.  Additional Disclosures Required by U.S. GAAP, page F-80

12. Clarify for us how you account for your defined contribution
plan
under US GAAP.  In addition, tell us the nature of the unfunded
liability relating to the participants that migrated from the
defined
benefit plan to the defined contribution plan and your basis in
the
US GAAP accounting literature for amortizing the liability over 20
years.

Consolidated Financial Statements - Empresa Brasileira de
Telecomunicacoes S.A.- Embratel and Subsidiaries

13. Comply with the above comments, as applicable.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please file your response letter on EDGAR.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

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

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

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Melissa Hauber, Staff Accountant, at (202)
551-
3368 or Carlos Pacho, Senior Assistant Chief Accountant, at (202)
551-3835 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
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Carlos Henrique Moreira
Embratel Participacoes S.A.
Empresa Brasileira de Telecomunicacoes S.A. - Embratel
August 18, 2005
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