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October 26, 2005

VIA FACSIMILE AND EDGAR TRANSMISSION

Larry Spirgel, Esq.

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

            Re:

            Embratel Participações S.A.
 Form 20-F for Fiscal Year Ended December 31, 2004

Filed June 30, 2005

File No. 1-14499

Empresa Brasileira de Telecomunicações S.A. – Embratel

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

Filed June 30, 2005

File No. 333-16323-01

Dear Mr. Spirgel:

By letter dated August 18, 2005, the staff of the Securities and Exchange Commission (the “Staff”) provided certain comments related to the annual reports on Form 20-F filed on June 30, 2005 (the “2004 Forms 20-F”) by Embratel Participações S.A. (“Embratel Holdings”) and Empresa Brasileira de Telecomunicações S.A. – Embratel (“Embratel” and together with Embratel Holdings, the “Companies”).  The Companies are submitting herewith, via EDGAR and facsimile, responses to the Staff’s comments.  We have submitted to Melissa Hauber of the Staff letters dated August 31, 2005 and September
19, 2005 outlining the timetable for this response letter.

For convenience, we have reproduced below the Staff’s comments and have provided responses immediately below the comments.

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.

Taxes included in general and administrative expenses principally represent fees of Anatel, the Brazilian federal telecommunications regulator, value added tax (“VAT”) on revenues originated from the agreements with other Telcos, the regional fixed-line companies

Mr. Spirgel, p. 2

spun off from Telebrás in 1998, withholding taxes on general and administrative third-party services and the settlement of a tax contingency.  The following is a description of the nature of the principal items, other than withholding taxes on general and administrative third-party services, that were recorded as tax expense in general and administrative expenses:

            •

            Anatel fees - Includes Fundo de Universalização dos Serviços de Telecomunicações, or FUST and Fundo para Desenvolvimento Tecnológico das Telecomunicações, or FUNTTEL, federal social contributions that correspond to 1% and 0.5%, respectively, of the net revenue generated by telecommunications service less interconnection and network usage costs.  Telecom operators are not allowed to pass on to customers the cost of these contributions.  We have classified as operating expenses those other expenses that are part of our ongoing operations but that are not included in the fees charged to our customers.

            •

            VAT on revenues originated from the agreements with other Telcos – As described in Note 32 to the Companies’ consolidated financial statements, we concluded an agreement with the operators of the Telemar and Brasil Telecom groups to resolve past administrative, legal and business disputes.  The income resulting from these agreements was recorded as other operating income and, concurrently, the related VAT was recorded as general and administrative expenses within operating expenses.

      •
      Settlement of tax contingency – The expenses related to tax contingencies are generally recorded as “other operating income (expenses), net” in the Companies’ consolidated financial statements. In this case, the amount has been recorded in general and administrative expenses within operating 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.

      The nature of cost recoveries is as follows:

Interconnection cost recovery – As summarized in Note 8 to the Companies’ consolidated financial statements, the interconnection recovery relates to the reversal of a provision recorded for interconnection costs for the period of July 1, 2003 to December 31, 2003.  In accordance with Anatel rules, interconnection rates are adjusted based on the Brazilian IGP-DI inflation index.  In 2003, we filed a lawsuit claiming that the adjustment to the interconnection rates for the above period should be based on the IPCA inflation index, which is lower than the IGP-DI index, and the Higher Court of Justice issued an injunction in our favor.  From July 1, 2003 to December 31, 2003, we paid the interconnection costs based on the IPCA inflation index and recorded a provision for the difference between the IPCA and IGP-DI indices for that period.  In
July 2004, the Special Tribunal High Court of Justice issued a final ruling stating that the interconnection tariffs should be adjusted using the IPCA index from July 1, 2003 to December 31, 2003 and that the IGP-DI rate should be used beginning on January 1, 2004.  As

      2

Mr. Spirgel, p. 3

a result of this decision, we reversed the provision relating to the differences between these rates.  Under US GAAP, the interconnection costs were originally classified as cost of services.  The recovery of this amount was classified as other operating income because it represents the realization of a gain contingency.

FUST recovery – As described in Note 15 to the Companies’ consolidated financial statements, Anatel issued an official letter clarifying that connection costs should be excluded in calculating the amount required to be contributed to the FUST – Telecommunications Systems Universalization Fund Tax.  During 2004, Embratel recalculated the FUST tax paid in prior periods and recorded a tax credit for the difference between the amount recalculated and the amounts previously paid.  Under US GAAP, the FUST tax was originally classified as a general and administrative expense within operating income (expenses).

COFINS recovery – This amount relates to the recognition of a tax credit for COFINS tax on foreign revenues that we overpaid in prior periods.  Under US GAAP, COFINS taxes were classified as a deduction from revenues.  This amount was classified as other operating income because it represents the realization of a gain contingency.

ICMS recovery – The ICMS recovery relates to the reversal of valuation allowances recorded on the Companies’ ICMS value added tax credits.  Such valuation allowances were recorded because Embratel could not realize the tax credits until it provided proper supporting documentation to the Brazilian tax authorities.  When Embratel provided the required documentation, we reversed the allowances.  Under US GAAP, these expenses were originally recorded as other operating income (expense), net.

We have presented below the impact if we had classified the interconnection cost recovery and the COFINS recovery under the original captions, which is immaterial using the guidance set forth in SAB no. 99.

     Embratel Holdings’ (consolidated)

     Year ended December 31,

     2004
     2003

     (in thousands of reais)

     Cost of service as reported
     (4,995,350)
     (4,715,149)

     Interconnection cost recovery
     65,647
     -

     COFINS recovery
     -
     17,736

     Cost of service reclassified
     (4,929,703)
     (4,697,413)

     Reclassified amounts as percentage of

         previously reported cost of service under

        US GAAP
     (1.3%)
     (0.4%)

     Embratel (consolidated)

     Year ended December 31,

     2004
     2003

     (in thousands of reais)

     Cost of service as reported
     (4,677,730)
     (4,687,934)

     Interconnection cost recovery
     65,647
     -

     COFINS recovery
     -
     17,736

     Cost of service reclassified
     (4,612,083)
     (4,670,198)

      Reclassified amounts as percentage of previously reported cost of service under US GAAP

      (1.4%)

      (0.4%)

      3

Mr. Spirgel, p. 4

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.

The decrease in the allowance for doubtful accounts was recorded against trade accounts receivable as a result of agreements concluded with two telecommunications operators in the last quarter of 2004, which rendered these receivables uncollectible, as discussed in Note 32 to the Companies’ consolidated financial statements.

Note 34.  Summary of the Differences Between Accounting Practices in Accordance with BR GAAP and US 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.

“Prevailing” tax rates did not differ from the enacted rates for any of the periods presented.  Temporary rates were not used in any of the years presented in the 2004 Form 20-F.

            •

            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.

Under Brazilian GAAP, the Companies capitalized pre-operating expenses, and the related amortization was approximately R$1.6 million for the year ended December 31, 2004 and R$2.8 million for the year ended December 31, 2003.  Under US GAAP, however, these costs were expensed as incurred.  The amounts were included in the “Other” line item of the reconciliation from Brazilian GAAP to US GAAP in Notes 34.r and 34.t of Embratel Holdings’ consolidated financial statements and Notes 34.r and 34.s of Embratel’s consolidated financial statements.

      4

Mr. Spirgel, p. 5

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 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.

As discussed with Melissa Hauber of the Staff in a conversation on September 27, 2005, we will address comments 5 and 8 separately.

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.

The exercise prices of Embratel Holdings’ stock options were indexed to inflation until October 2001.  In October 2001, all outstanding variable options were cancelled and replaced by fixed options.  Consequently, pursuant to FIN 44, variable plan accounting was applied to the stock option plans for the periods up to October 2001.  Beginning in October 2001, variable accounting was no longer applied.

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.

Pursuant to paragraph 30 of SFAS No. 142, the Companies’ telecommunications segment comprises two reporting units, Voice and Data.  The goodwill relating to the acquisition of AcessoNet was allocated to the Data reporting unit for purposes of the goodwill impairment test under SFAS No. 142.  The Companies performed the first step of the goodwill impairment test under SFAS No. 142 on January 1, 2003, December 31, 2003 and December 31, 2004.  Since the fair value of the Data reporting unit exceeded its book value (including the goodwill balance) on these dates, no impairment was recorded under US GAAP.

      5

Mr. Spirgel, p. 6

            •

            Explain for us and disclose, in future filings, how your policy of testing goodwill for impairment differs for US GAAP and BR GAAP.

Under Brazilian GAAP, goodwill is tested for impairment by comparing the present value of the future cash flows of the company acquired with the sum of the book value of the company under Brazilian GAAP and the related goodwill balance.  If the discounted cash flows are lower than the sum of the book value and goodwill, impairment is recorded for the difference.  In general terms, this policy differs from US GAAP as follows:

    SFAS No. 142 requires the determination of reporting units and the allocation of goodwill to the reporting units;

    The determination of the fair value of a reporting unit may not necessarily be determined using discounted cash flows (market capitalization may be used in the case of an acquired public company); and

    The measurement of impairment under SFAS No. 142 (i.e. the second step of the goodwill impairment test) compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. This may result in a different impairment amount when compared to the impairment calculated under Brazilian GAAP.

As requested by the Staff, we will enhance our disclosures relating to the differences in our policy for testing goodwill for impairment under Brazilian and US GAAP and will include in future filings the items noted above.

            •

            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.

On the date of acquisition, under Brazilian GAAP, AcessoNet’s total assets amounted to approximately R$4.2 million and its total liabilities amounted to R$4.3 million.  Since these amounts approximated the respective fair values on the date of acquisition, the goodwill recorded under Brazilian GAAP was equal to the amount recorded under US GAAP.

            •

            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.

Under Brazilian GAAP, the excess of the purchase price over the carrying value of the net assets of CT Torres was recorded as goodwill, which is being amortized over a period of six years.  For US GAAP purposes, the purchase price was allocated to the fair