SecProbe.io

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 August 21, 2025

Danny Y. Yu
Senior Vice President and Chief Financial Officer
PLDT Inc.
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines

 Re: PLDT Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2024
 File No. 001-03006
Dear Danny Y. Yu:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
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 VIA EDGAR   July 30, 2025   Division of Corporate Finance Office of Technology The United States Securities and Exchange Commission Washington D.C., 20549 United States of America   Re: PLDT Inc. Form 20-F for Fiscal Year Ended December 31, 2024 Filed March 13, 2025 File No. 001-03006   Dear Sir/Madam:   This is in response to the comment letter from the staff (“Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated June 25, 2025, relating to the annual report on Form 20-F of PLDT Inc. (the “Company”) for the fiscal year ended December 31, 2024 (the “2024 Form 20-F”).   For your convenience, the Company has reproduced the Staff comments in this response letter in italicized form and indicated its responses accordingly. Capitalized terms not otherwise defined in this letter shall have meanings set forth in the 2024 Form 20-F.   Form 20-F for the Fiscal Year Ended December 31, 2024   Operating and Financial Review and Prospects Results of Operations, page 48   1. In future filings, please revise to provide reconciliations of the non-IFRS measures of Adjusted EBITDA, Adjusted EBITDA margin, core income and telco core income that are provided on a segment basis. Also ensure that you present the most directly comparable IFRS measures, with equal or greater prominence, to each of the Adjusted EBITDA margins presented. Refer to Item 10(e)(1)(A) and (B) of Regulation S-K. In addition, please ensure you provide a quantitative reconciliation for each of the non-IFRS measures presented in your earnings releases on Form 6-K. Refer to Item 100(a)(2) of Regulation G.   RESPONSE: The Company acknowledges and respectfully undertakes to provide (i) the reconciliations of the non-IFRS measures of Adjusted EBITDA, Adjusted EBITDA margin, core income and telco core income that are provided on a per segment basis in future filings, and ( ii) the quantitative

 reconciliations for each of the non-IFRS measures which are presented in the Company’s earnings releases on Form 6-K. Further, the Company will present the most directly comparable IFRS measures, with equal or greater prominence, to each of the Adjusted EBITDA margins presented.     Liquidity and Capital Resources Financing Requirements, page 73   2. We note your statement that you believe your available cash, including cash flow from operations, will provide sufficient liquidity to fund your projected operating, investment, capital expenditures and debt service requirements for the next 12 months. In making this assertion, please explain what consideration you gave to the total of your contractual obligations due within one year as noted from the table on page F-128 in relation to the balance of cash and cash equivalents and short-term investments and your historical cash flows from operations.   RESPONSE:   The Company respectfully submits that in assessing the sufficiency of the Company’s liquidity and in the light of the contractual obligations due within one year amounting to Php168,475 million, we have considered the following: a) Cash and cash equivalent amounting to Php10,011 million as of December 31, 2024. b) Financial assets, which includes short-term investments, with maturity within one year amounting to Php51,264 million as of December 31, 2024. c) Operating cash inflow. For the last three fiscal years, the net cash flows from operating activities amounted to Php81,731 million, Php85,765 million, and Php76,200 million for the years ended December 31, 2024, 2023, and 2022, respectively, as disclosed on page F-10 of the 2024 consolidated financial statements. In the first quarter of 2025, the net cash flows from operating activities amounted to Php24,545 million, as disclosed on page F-7 of the first quarter 2025 consolidated financial statements. d) Short and long-term loan facilities duly approved by the respective lender banks’ board of directors amounting to Php138,800 million available for PLDT’s acceptance as of December 31, 2024. PLDT also has undrawn committed loan facilities amounting to Php25,800 million as of December 31, 2024.   As part of our liquidity risk management as discussed on page F-126, we regularly evaluate our projected and actual cash flows, including our loan maturity profiles, and continuously assess conditions in the financial markets for opportunities to pursue fund-raising initiatives. These activities may include bank loans, export credit agency-guaranteed facilities, debt capital and equity market issues.

   Consolidated Income Statements, page F-7   3. Please tell us how your presentation of expenses complies with paragraphs 99 through 105 of IAS 1. In this regard, it appears that you have presented certain expense categories by function and others, such as depreciation and amortization and interconnection costs, by nature. In addition, based on your disclosure in Note 5, it appears that cost of sales and services may be incomplete, as it excludes costs that are required to be incurred in order to generate revenue, such as compensation and employee benefits, interconnection costs, and depreciation and amortization of certain assets. Refer to paragraphs 7, 29 through 30A, and IG5 of IAS 1. RESPONSE:   Paragraph 99 of the International Accounting Standard (IAS) 1, "Presentation of Financial Statements," allows an entity to present expense by function or nature, whichever provides information that is reliable and more relevant, and paragraph 100 only encourages to present such information on the face of the consolidated income statement. PLDT considers presenting expenses by nature as more relevant in accordance with IAS 1 paragraph 99. Depreciation and amortization, asset impairment and interconnection costs are presented on the face of the consolidated income statement. The other expenses were aggregated based on their nature on the face of the consolidated income statement and the details of these expenses were presented in Note 5 on page F-55. In subsequent filings, we shall update the nomenclature of the aggregations made to clarify that the expenses on the face of the consolidated income statement are aggregated based on the nature of these expenses. “Selling, general and administrative” will be “General operating costs” and “Cost of sales and services” will be “Cost of devices, accessories and contract-specific services”.

 Notes to Consolidated Financial Statements Note 2. Summary of Material Accounting Policies Summary of Material Accounting Policies Revenues from contracts with customers, page F-31   4. You indicate certain upfront fees, such as activation and installation fees, are deferred and recognized as revenue over the estimated average customer relationship period. We note from your disclosure on page F-43 that your reassessment of the average customer relationship period in 2023 resulted in a shorter amortization period with a range of three to six years for certain types of subscriber contracts. Please tell us what impact, if any, this change in estimate had on the timing and amount of revenue recognized related to non-refundable upfront fees. To the extent material, disclose the impact in future filings. Refer to paragraphs 100, 118, 123 and 125 of IFRS 15 and paragraphs 39 of IAS 8.   RESPONSE:   As disclosed on page F-43, the change in estimate of the customer relationship period only relates to a certain subset of subscriber contracts. This change in estimate resulted in the recognition of an additional Php56 million in revenues relating to the non-refundable installation and activation fees in our 2023 consolidated income statement. The amount is not material when compared to our total revenues, hence there was no specific disclosure on the impact of this change in accounting estimate. To the extent material, we will disclose in future filings the impact on revenues of this change in accounting estimate.     * * * *   Please contact the undersigned at dyyu@pldt.com.ph , jadevenecia-fabul@pldt.com.ph , or gdgarcia@pldt.com.ph , if you have any questions or require additional information.     Thank you for your time.   Very truly yours, /s/ Danny Y. Yu DANNY Y. YU Senior Vice President and Chief Financial Officer

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 June 25, 2025

Danny Y. Yu
Senior Vice President and Chief Financial Officer
PLDT Inc.
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines

 Re: PLDT Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2024
 File No. 001-03006
Dear Danny Y. Yu:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year Ended December 31, 2024
Operating and Financial Review and Prospects
Results of Operations, page 48

1. In future filings, please revise to provide reconciliations of the
non-IFRS measures of
 Adjusted EBITDA, Adjusted EBITDA margin, core income and telco core
income
 that are provided on a segment basis. Also ensure that you present the
most directly
 comparable IFRS measures, with equal or greater prominence, to each of
the Adjusted
 EBITDA margins presented. Refer to Item 10(e)(1)(A) and (B) of
Regulation S-K. In
 addition, please ensure you provide a quantitative reconciliation for
each of the non-
 IFRS measures presented in your earnings releases on Form 6-K. Refer to
Item
 100(a)(2) of Regulation G.
 June 25, 2025
Page 2
Liquidity and Capital Resources
Financing Requirements, page 73

2. We note your statement that you believe your available cash, including
cash flow
 from operations, will provide sufficient liquidity to fund your
projected operating,
 investment, capital expenditures and debt service requirements for the
next 12
 months. In making this assertion, please explain what consideration you
gave to the
 total of your contractual obligations due within one year as noted from
the table on
 page F-128 in relation to the balance of cash and cash equivalents and
short-term
 investments and your historical cash flows from operations.
Consolidated Income Statements, page F-7

3. Please tell us how your presentation of expenses complies with
paragraphs 99 through
 105 of IAS 1. In this regard, it appears that you have presented certain
expense
 categories by function and others, such as depreciation and amortization
and
 interconnection costs, by nature. In addition, based on your disclosure
in Note 5, it
 appears that cost of sales and services may be incomplete, as it
excludes costs that are
 required to be incurred in order to generate revenue, such as
compensation and
 employee benefits, interconnection costs, and depreciation and
amortization of certain
 assets. Refer to paragraphs 7, 29 through 30A, and IG5 of IAS 1.
Notes to Consolidated Financial Statements
Note 2. Summary of Material Accounting Policies
Summary of Material Accounting Policies
Revenues from contracts with customers, page F-31

4. You indicate certain upfront fees, such as activation and installation
fees, are deferred
 and recognized as revenue over the estimated average customer
relationship period.
 We note from your disclosure on page F-43 that your reassessment of the
average
 customer relationship period in 2023 resulted in a shorter amortization
period with a
 range of three to six years for certain types of subscriber contracts.
Please tell us what
 impact, if any, this change in estimate had on the timing and amount of
revenue
 recognized related to non-refundable upfront fees. To the extent
material, disclose the
 impact in future filings. Refer to paragraphs 100, 118, 123 and 125 of
IFRS 15 and
 paragraphs 39 of IAS 8.
 June 25, 2025
Page 3

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
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September 27, 2018
Anabelle L. Chua
Chief Financial Officer
PLDT Inc.
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines
Re:PLDT Inc.
Form 20-F for the Fiscal Year Ended December 31, 2017
Filed April 5, 2018
File No. 001-03006
Dear Ms. Chua:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

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September 25, 2018

Via EDGAR

Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
United States of America

Re:PLDT Inc.

Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2017

Filed April 5, 2018

File No. 001-03006

Dear Sir/Madam:

This is in response to the comment letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated September 12, 2018, relating to the annual report on Form 20-F of PLDT Inc. (the “Company”) for the fiscal year ended December 31, 2017 (the “2017 Form 20-F”).

For your convenience, the Company has included the Staff comments in this response letter in italicized form and keyed its responses accordingly.  The Company’s responses to the Staff comments are as follows.  Capitalized terms used and not defined in the 2017 Form 20-F have the meanings ascribed to them in the 2017 Form 20-F.

Form 20-F for the Year Ended December 31, 2017

Management’s Financial Review, page 48

1.

Please revise your non-GAAP reconciliations to begin with the IFRS financial measure versus the non-IFRS measure.  We refer to Question 102.10 of the updated Compliance and Disclosure Interpretation Guidance on non-GAAP measures.

The Company respectfully advises that going forward it will change the presentation of its non-GAAP reconciliations so that the reconciliations begin with the IFRS financial measure.  Specifically, the reconciliations of the Company’s adjusted EBITDA to its consolidated net income and the Company’s consolidated core income to its consolidated net income will each begin with consolidated net income.

Item 5. Operating and Financial Review and Prospects (Expenses, page 63)

2.

Please explain the underlying reasons why the provisions for doubtful accounts and inventory obsolescence decrease by 73% or Php 6,004.

While the Company takes into account multiple inputs when determining its provisions, the decrease in the Company’s provisions for doubtful accounts and inventory obsolescence from the year end 2016 to the year end 2017 by 73%, or Php 6,004 million, was primarily driven by a 16% year-on-year decline in our postpaid services revenue and an improvement of our year-on-year collection efficiency from 89% to 96%, both of which resulted in the decrease of our billed subscribers receivable for postpaid services and in turn a decline in our provisions for doubtful accounts, and a one-time provision taken in 2016 relating to the migration of our billing system for postpaid accounts for our Sun Cellular brand to Smart’s billing system and the resulting alignment of provisioning policies related to receivables and inventories.

*  *  *  *

-2-

In connection with responding to the Staff comments, the Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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

•

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

Thank you again for your time.  Please feel free to contact Michael G. DeSombre of Sullivan & Cromwell (tel: (+852) 2826 8696; fax: (+852) 2826 1774; e-mail: desombrem@sullcrom.com), or the undersigned by phone at (+632) 888 0188 or by e‑mail at lrchan@pldt.com.ph, with any questions you may have.

Very truly yours,

/s/ Ma. Lourdes C. Rausa-Chan
Ma. Lourdes C. Rausa-Chan
Senior Vice President and Corporate Secretary

cc:

Anabelle Lim-Chua, Senior Vice President and PLDT Chief Financial Officer

June Cheryl A. Cabal-Revilla, Senior Vice President, PLDT Group Controller and Smart and DMPI Chief Financial Officer

 (PLDT Inc.)

Michael G. DeSombre
Joonkeun Yoo

 (Sullivan & Cromwell)

-3-

September 12, 2018
Anabelle L. Chua
Chief Financial Officer
PLDT Inc.
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines
Re:PLDT Inc.
Form 20-F for the Fiscal Year Ended December 31, 2017
Filed April 5, 2018
File No. 001-03006
Dear Ms. Chua:
            We have limited our review of your filing to the financial statements and related
disclosures and 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2017
Management’s Financial Review, page 48
1.Please revise your non-GAAP reconciliations to begin with the IFRS financial measure
versus the non-IFRS measure.  We refer to Question 102.10 of the updated Compliance
and Disclosure Interpretation Guidance on non-GAAP measures.
Item 5. Operating and Financial Review and Prospects
Expenses, page 63
2.Please explain the underlying reasons why the provisions for doubtful accounts and

 FirstName LastNameAnabelle L. Chua
 Comapany NamePLDT Inc.
 September 12, 2018 Page 2
 FirstName LastName
Anabelle L. Chua
PLDT Inc.
September 12, 2018
Page 2
inventory obsolescence decreased by 73% or Php6,004.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Terry
French, Accounting Branch Chief at 202-551-3828 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

Mail Stop 4628

September  20, 2017

Via E -mail
Manuel V. Pangilinan
President and Chief Executive Officer
PLDT Inc.
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines

Re: PLDT Inc.
20-F for Fiscal Year Ended December 31, 2016
 Filed April  27, 2017
 File No. 001 -03006

Dear Mr. Pangilinan :

We refer you to our comment letter dated August  24, 2017, regarding business contacts
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review,  comments, action or absence of action by the staff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Larry Spirgel
  Assistant Director
Division of Corporation Finance

Ma. Lourdes C. Rausa -Chan
Senior Vice President and Corp orate Secretary
PLDT Inc.

Michael DeSombre
Sullivan & Cromwell

CORRESP
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CORRESPONDENCE

 September 8, 2017

 Via EDGAR

 Ms. Cecilia Blye

 Chief, Office of Global Security Risk

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 United States of America

 Re:

PLDT Inc. Annual Report on Form 20-F for the Fiscal Year
Ended December 31, 2016

 Filed April 27, 2017

 File No. 001-03006

 Dear Ms. Blye:

 This is in response to the comment letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated August 24, 2017, relating
to the annual report on Form 20-F of PLDT Inc. (the “Company”) for the fiscal year ended December 31, 2016 (the “2016 Form 20-F”).

 For your convenience, the Company has included the Staff comments in this response letter in italicized form and keyed its responses accordingly. The Company’s responses to the Staff comments are as
follows. Capitalized terms used and not defined regarding the 2016 Form 20-F have the meanings given them in the 2016 Form 20-F.

 Form
20-F for the Year Ended December 31, 2016

 General

1.
On your website you provide long-distance calling rates for Syria. You state on page 36 of the 20-F that you invested in the “Asia Africa Europe Cable
No. 1. (AAE-1).” Sudan, located in Africa, and Syria are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent
of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates, distributors, partners, resellers, customers, joint ventures or other direct or indirect arrangements. You should describe any services,
products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

 Ms. Blye

 The Company respectfully advises the Staff that AAE-1 does not have any landing point in and does not otherwise connect to Sudan, and the PLDT Group has not constructed, does not own, and has no plans to
build or invest in any infrastructure in or involving Sudan.

 The Company respectfully advises the Staff that the only
business activities that the PLDT Group currently has involving Sudan and Syria are international roaming agreements and interworking agreements with telecommunications service providers in Sudan and Syria and the service agreements described below.

 Similar to other global telecommunications service providers, the PLDT Group has numerous international arrangements,
including but not limited to international roaming agreements and interworking agreements, with other telecommunications service providers worldwide in the ordinary course of its business. As of the date hereof, the PLDT Group has international
arrangements with 125 foreign carriers, comprising arrangements between the Company and 85 foreign carriers from 44 countries and arrangements between Smart Communications, Inc., a subsidiary of the Company (“Smart”), and 40 foreign
carriers from 17 countries.

 PLDT Group’s international roaming agreements and interworking agreements with other
telecommunications service providers altogether enable the participating telecommunications service providers to provide voice services internationally, through which their subscribers can make and receive international long distance calls. Smart
has entered into an international roaming and/or interworking agreement with the following telecommunications service providers in Sudan and Syria, some of which the Company believes are or may be government controlled entities: MTN Sudan Co. Ltd.
(“MTN Sudan”), Sudanese Mobile Telephone (Zain) Company Limited (“Zain”), and Sudatel Telecom Group (“Sudatel”) which are Sudanese companies, and Syriatel Mobile Telecoms S.A. (“Syriatel”) and MTN Syria JSC
(“MTN Syria”), which are Syrian companies. International roaming and interworking arrangements are standard practice for global telecommunications companies and enable the Company’s customers to continue to use their mobile devices to
make and receive voice calls, exchange text messages, and browse the internet or access data while visiting other countries.

Consistent with the industry practice, Smart has also entered into service agreements with various international telecommunications
service providers (the “Service Providers”), none of which is a Sudanese or Syrian entity but through which traffic is routed to Sudan or Syria, which in turn enter into relevant arrangements, directly or indirectly, with local
telecommunications service providers in Sudan and Syria, in addition to similar arrangements covering various other jurisdictions.

 -2-

 Ms. Blye

 Other than the arrangements described above, the PLDT Group has not provided, and currently does not provide, any services, products, information or technology to Sudan and Syria, directly or indirectly,
nor does it have any agreements, commercial arrangements, or other contacts with the respective governments of Sudan and Syria or entities they control.

 The Company’s only assets and liabilities associated with Sudan and Syria consist of accounts receivable and accounts payable attributable to the business activities described above.

2.
Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material
investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim
period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share
value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You
should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

The Company has carefully analyzed the materiality of its business contacts with Sudan and Syria described in its response to Comment 1
above, and has concluded that such business contacts do not constitute a material investment risk for its security holders. The PLDT Group’s business contacts with Sudan and Syria are part of its regular telecommunications services provided in
the ordinary course of its business, and are common for global telecommunications service providers. The Company notes that under the regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)
relevant for Sudan and Syria, transactions with respect to the receipt and transmissions of telecommunications, such as international roaming and interworking arrangements, are generally licensed, subject to certain conditions, and that amendments
to the regulations of OFAC relevant for Sudan (effective January 17, 2017, available at: https://www.treasury.gov/resource-center/sanctions/Programs/Documents/SSR_amendment.pdf) add a general license
authorizing all transactions previously prohibited by OFAC’s Sudanese Sanctions Regulations and by Executive Orders 13067 and 13412.1 Telecommunications-related roaming and interworking services do not seem objectionable from a policy perspective, and
other telecommunications service providers are similarly situated, so the investment risk, if any, would not be unique to the Company. Revenues generated from such business contacts in terms of dollar amount and as a percentage of the Company’s
total operating revenues are immaterial. The Company sets forth below its quantitative analysis and qualitative analysis of the materiality of its business contacts with Sudan and Syria.

1
This general license and other waivers provided under the amendments are not expected to be made permanent before October 12, 2017 under the terms and conditions
specified under Executive Order 13804.

 -3-

 Ms. Blye

 Quantitative Analysis

 The Company does not believe that its
existing agreements with respect to Sudan and Syria are material in quantitative terms.

 Sudan

In 2014, 2015, 2016 and the six months ended June 30, 2017, revenue generated by the Company under the international roaming,
interworking and service agreements with MTN Sudan, Zain, Sudatel, and the Service Providers, collectively, totaled US$37,439, US$33,933, US$19,507 and US$7,374, respectively, each of which represented less than 0.001% of the Company’s total
operating revenues in those periods.

 In 2014, 2015, 2016 and the six months ended June 30, 2017, expenses incurred by
the Company under the international roaming, interworking and service agreements with MTN Sudan, Zain, Sudatel and the Service Providers, collectively, totaled US$22,021, US$21,655, US$12,714 and US$5,153, respectively, each of which represented
less than 0.001% of the Company’s total expenses in those periods.

 -4-

 Ms. Blye

 Syria

 In 2014, 2015, 2016 and the six months ended June 30,
2017, revenue generated by the Company under the international roaming, interworking and service agreements with Syriatel, MTN Syria and the Service Providers, collectively, totaled US$11,442, US$5,228, US$2,822, and US$1,414, respectively, each of
which represented less than 0.001% of the Company’s total operating revenues in those periods.

 In 2014, 2015, 2016 and
the six months ended June 30, 2017, expenses incurred by the Company under the international roaming, interworking and service agreements with Syriatel, MTN Syria and the Service Providers, collectively, totaled US$23,301, US$8,158, US$4,949
and US$2,451, respectively, each of which represented less than 0.001% of the Company’s total expenses in those periods.

Qualitative Analysis

 The Company does not believe that its business contacts with Sudan and Syria described above are material in terms of qualitative factors that a reasonable investor would deem important in making an
investment decision, including the potential impact of corporate activities upon the Company’s reputation or share value, for the following reasons.

•

 It is common practice among telecommunications service providers to have international roaming, interworking and service agreements with other
telecommunications service providers worldwide. Without such arrangements, it would not be possible to provide international voice services. The Company believes its customers and investors expect the Company to be able to provide international
voice services.

•

 The Company’s international roaming, interworking and service agreements are part of its regular telecommunications services provided in the
ordinary course of its business and for the benefit of its Filipino customers.

•

 Although OFAC-administered sanctions generally apply only to “U.S. Persons” as defined in those regulations and transactions subject to U.S.
jurisdiction, and not to a non-U.S. entity like the Company, the Company’s business contacts with Sudan and Syria do not involve any provision, sale or lease of telecommunications equipment or technology, or capacity on telecommunications
transmission facilities in Syria or Sudan, and the Company believes its business contacts are consistent with general licenses provided under the OFAC regulations.

 -5-

 Ms. Blye

•

 The Company has not made, and does not have, any plans to start new lines of business in Sudan and Syria.

As such, the Company does not believe that its existing agreements with respect to Sudan and Syria would be considered important by a
reasonable investor in making an investment decision.

 For these reasons, the Company considers its existing agreements with
MTN Sudan, Zain, Sudatel, Syriatel, MTN Syria and the Service Providers, individually and as a whole, to be immaterial, both quantitatively and qualitatively. Therefore, the Company does not believe that its reputation and share value would be
negatively affected in the eyes of a reasonable investor as a result of its business contacts with Sudan and Syria.

 In light
of the foregoing, the Company believes that its agreements with MTN Sudan, Zain, Sudatel, Syriatel, MTN Syria and the Service Providers would not constitute a material investment risk, whether quantitatively or qualitatively, for the Company’s
security holders.

 The Company duly notes the divestment or similar initiatives regarding investments in companies that do
business with U.S.-designated state sponsors of terrorism as stated in Comment 2. The Company believes that such initiatives are intended to address investments in companies with extensive business with U.S.-designated state sponsors of terrorism,
but not companies which only have incidental and low-level arrangements, such as the Company’s international roaming, interworking and service agreements described above. To the extent that any divestment initiative is specifically directed
towards non-U.S. companies that have significant business with U.S.-designated state sponsors of terrorism or provide monetary or military support to such sponsors, the Company believes that its agreements described above do not rise to this level,
and does not believe the Company would be targeted by such divestment initiatives. Based on the foregoing consideration and given the licensed nature of the Company’s business contacts with Sudan and Syria, as well as the fact that these
business contacts are not material to the Company, both quantitatively and qualitatively, individually or as a whole, the Company does not believe these business contacts would materially impact any potential divestment activity.

* * * *

 -6-

 Ms. Blye

 In connection with responding to the Staff comments, the Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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

•

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

 Thank you again for your time. Please feel free to contact Michael G. DeSombre
of Sullivan & Cromwell (tel: (+852) 2826 8696; fax: (+852) 2826 1774; e-mail: desombrem@sullcrom.com), or the undersigned by phone at (+632) 888 0188 or by e-mail at lrchan@pldt.com.ph,
with any questions you may have.

Very truly yours,

/s/ Ma. Lourdes C. Rausa-Chan

 Ma. Lourdes C. Rausa-Chan

 Senior Vice President and Corporate Secretary

cc:
Larry Spirgel

 (Securities and
Exchange Commission)

 Anabelle Lim-Chua, Senior Vice President and PLDT Chief Financial Officer

June Cheryl A. Cabal-Revilla, Senior Vice President, PLDT Group Controller and Smart and DMPI Chief Financial Officer

(PLDT Inc.)

Michael G. DeSombre

 Jordan H. Oreck

 (Sullivan & Cromwell)

 -7-

Mail Stop 4628

August  24, 2017

Via E -mail
Manuel V. Pangilinan
President and Chief Executive Officer
PLDT Inc.
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines

Re: PLDT Inc .
20-F for Fiscal Year  Ended December 31, 2016
 Filed April  27, 2017
 File No. 001-03006

Dear  Mr. Pangilinan :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors  of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may b etter
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumst ances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. On your website you provide long -distance calling rates for Syria.   You state on page 36
of the 20 -F that you invested in the “Asia Africa Europe Cable No. 1. (AAE -1).”  Sudan,
located in Africa, and Syria are designated by the U.S. Department of State as state
sponsors of terrorism, and are subject to U.S. economic sanctions and export
controls.   Please describe to us the nature and extent of any past, current, and anticipated
contacts with Sudan and Syria, whether through subsidiaries, affiliates, distrib utors,
partners, resellers, customers, joint ventures or other direct or indirect arrangements.   You
should describe any services, products, information or technology you have provided to
Sudan or Syria, directly or indirectly, and any agreements, commerci al arrangements, or
other contacts you have had with the governments of those countries or entities they
control.

Manuel V. Pangilinan
PLDT Inc.
August  24, 2017
Page 2

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether those contacts  constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the su bsequent interim period.   Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and sha re value.   Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.   You shoul d address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

We remind you that the company and its management are responsible for the accuracy
and adequ acy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Larry Spirgel
  Assistant Director
Division of Corporation Financ e

Ma. Lourdes C. Rausa -Chan
Senior Vice President and Corporate Secretary
PLDT Inc.

Michael DeSombre
Sullivan & Cromwell

Mail Stop 3720

Novem ber 2, 2015

Anabelle L. Chua
Chief Financial Officer
Philippine Long Distance Telephone Company
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines

Re: Philippine Long Distance Telephone Company
 Form 20-F for Fiscal Year Ended December 31, 2014
Filed March 26, 2015
File No. 1-03006

Dear Ms. Chua:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing 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.  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 the
information the Securities E xchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

Correspondence

 October 21, 2015

Mr. Carlos Pacho

 Senior Assistant Chief Accountant

Mail Stop 3720

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 United States of America

Re:
Philippine Long Distance Telephone Company

 Form 20-F for Fiscal Year Ended
December 31, 2014

 Filed March 26, 2015 (File No. 1-03006)

Dear Mr. Pacho:

 We refer to the comment
letters of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 24, 2015 (the “Prior Comment Letter”) and October 8, 2015 (the
“Current Comment Letter”), in each case relating to the Annual Report on Form 20-F of Philippine Long Distance Telephone Company (“PLDT” or the “Company”) for the fiscal year ended December 31,
2014 (the “2014 Form 20-F”), which was filed with the Commission on March 26, 2015.

 For your convenience, the
Company has included the Staff’s comments in this response letter in italicized form and keyed its responses accordingly. The Company’s responses to the Staff’s comments are set forth below.

10. Investments in Associates, Joint Ventures and Deposits, page 324

Investments in Associates, page 325

1.
We note your response to prior comment one. In your response you state that: “There were common directors and officers between PLDT and its subsidiaries, on the one hand, and Cignal TV and Satventures, on the
other hand. Certain managerial personnel and employees were seconded from PLDT and its subsidiaries to Cignal TV and Satventures.” Given the relationships between PLDT and Cignal TV and Satventures, tell us your consideration of paragraphs
B18-B25 and B36-B38 of IFRS 10 in determining whether Cignal TV, and Satventures operations are dependent on PLDT and whether they provide evidence of existing power over Cignal TV and Satventures.

Mr. Carlos Pacho

2

 PLDT’s management has reviewed the various factors set forth in paragraphs B18-B25 and B36-B38 of
IFRS 10 and acknowledges that application of certain of these factors to PLDT’s relationships with Satventures, Inc. (“Satventures”) and Cignal TV, Inc. (“Cignal TV”) may be viewed as indicating that PLDT has
the power to direct the activities of Satventures and/or Cignal TV. However, as discussed in PLDT’s response to the Prior Comment Letter, dated September 7, 2015 (our “Prior Response”), 100% of the voting rights in
Satventures and Cignal TV, as well as 36% and 60% of the economic interests in each of Cignal TV and Satventures, respectively, were indirectly held by the beneficial trust fund created by PLDT to pay benefits under PLDT’s employees’
benefit plan (the “Beneficial Trust Fund”), through its direct ownership of 100% of the equity interests in MediaQuest Holdings, Inc., for purposes of PLDT’s financial reports included in the 2014 Form 20-F. PLDT does not
consolidate the Beneficial Trust Fund and its subsidiaries because of the explicit exclusion in paragraph 4(b) of IFRS 10 of post-employment benefit plans or other long-term employee benefits plans, to which International Accounting Standard
(“IAS”) 19, Employee Benefits, applies.

 An investor, regardless of the nature of its involvement with an entity
(the investee), shall determine whether it is a parent by assessing whether it controls the investee pursuant to paragraph 5 of IFRS 10. An investor who is determined to be the parent entity is the sole entity that consolidates the investee. The
Beneficial Trust Fund has determined that it controls Satventures and Cignal TV due to the economic and voting interests in these entities held by it as described above, and therefore consolidates Satventures and Cignal TV. As a result of this, as
well as due to the scope exclusion under paragraph 4(b) of IFRS 10 described above, PLDT’s management has determined that PLDT does not control Cignal TV and Satventures and therefore would not be permitted to consolidate these entities.
Nevertheless, as noted in our Prior Response letter, PLDT’s management has determined based on the guidance in IAS 28, Investments in Associates and Joint Ventures, that PLDT had significant influence over Cignal TV and Satventures for
purposes of its financial reports included in the 2014 Form 20-F, and believes that PLDT has appropriately accounted for its interest in these entities as investments in associates using the equity method of accounting.

*      *      *      *

Mr. Carlos Pacho

3

 In connection with responding to the Staff’s comments, the Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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

•

the Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you again for your time. Please feel free to contact Michael G. DeSombre of Sullivan & Cromwell (tel:
(+852) 2826 8696; fax: (+852) 2826 1774; e-mail: desombrem@sullcrom.com), or the undersigned by phone at (+632) 888 0188 or by e-mail at lrchan@pldt.com.ph, with any questions you may
have.

Sincerely,

/s/ Ma. Lourdes C. Rausa-Chan

 Ma. Lourdes C. Rausa-Chan

 Senior Vice President
and Corporate Secretary

cc:

Terry French, Accounting Branch Chief

Inessa Kessman, Senior Staff Accountant

(Securities and Exchange Commission)

Anabelle Lim-Chua, Chief Financial Officer

June Cheryl A. Cabal-Revilla, First Vice President and Controller

(Philippine Long Distance Telephone Company)

Michael G. DeSombre

Ram Narayan

(Sullivan & Cromwell)

Mail Stop 3720

October  8, 2015

Anabelle L. Chua
Chief Financial Officer
Philippine Long Distance Telephone Company
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines

Re: Philippine Long Distance Telephone Company
 Form 20-F for Fiscal Year Ended December 31, 2014
Response Dated  September 7, 2015
File No. 1-03006

Dear Ms. Chua:

We have reviewed your September 7, 2015  response to our comment letter and have the
following c omment.  In our comment , we ask you to provide us with information so we may
better understand your disclosure.

Please respond to th is comment within ten business days by providing the r equested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

 After reviewing your response to th is comment, we may have add itional comments.

10. Investments in Associates, Joint Ventures and Deposits, page 324

Investments in Associates, page 325

We note your response to prior comment one.   In your response you state that; “There
were common directors and officers  between PLDT and its subsidiaries, on the one hand,
and Cignal TV and Satventures, on the other hand.. Certain managerial personnel and
employees were seconded from PLDT and its subsidiaries to Cignal TV and
Saltventures.”   Given the relationships between  PLDT and Cignal TV and Satventures,
tell us your consideration of paragraphs B18 -B25 and B36 -B38 of IFRS 10 in

Anabelle L. Chua
Philippine Long Distance Company
October 8 , 2015
Page 2

 determining whether Cignal TV, and Saltventures   operations are dependent on PLDT
and whether they provide evidence of existing power over Cigna l TV and Saltventures.

You may contact Inessa Kessman  at 202-551-3371  or Terry French  at 202-551-3828  or
me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

Correspondence

 September 7, 2015

Mr. Carlos Pacho

 Senior Assistant Chief Accountant

Mail Stop 3720

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 United States of America

Re:
Philippine Long Distance Telephone Company

 Form 20-F for Fiscal Year Ended
December 31, 2014

 Filed March 26, 2015 (File No. 1-03006)

Dear Mr. Pacho:

 We refer to the comment
letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 24, 2015, relating to the Annual Report on Form 20-F of Philippine Long Distance Telephone Company
(“PLDT” or the “Company”) for the fiscal year ended December 31, 2014 (the “2014 Form 20-F”), which was filed with the Commission on March 26, 2015.

For your convenience, the Company has included the Staff’s comments in this response letter in italicized form and keyed its responses
accordingly. The Company’s responses to the Staff’s comments are set forth below. The page numbers in the responses, unless otherwise indicated, refer to the page numbers of the 2014 Form 20-F. Capitalized terms used and not defined
regarding the 2014 Form 20-F have the meanings given them in the 2014 Form 20-F.

 10. Investments in Associates, Joint Ventures and Deposits, page
324

 Investments in Associates, page 325

1.
We note that your PLDT Beneficial Trust Fund owns 100% interest in MediaQuest. We also note that through MediaQuest you will also own 64% economic interest in Cignal TV, 40% economic interest in Satventures, and 60%
economic interest in Hastings. It appears based on your disclosure on pages 325 and 326 that you account for your ownership interest in MediaQuest (i.e. ownership in Cignal TV, Satventures, and Hastings) as an equity investment. In this regard,
referring to your basis in accounting literature, please explain to us your accounting for the PDRs issued by MediaQuest. Tell us what percentage of economic interest you directly or indirectly currently own in Cignal TV, Satventures, and Hastings.
Tell us who currently controls Cignal TV, Satventures, Hastings, and MediaQuest and the factors you considered in evaluating who controls these entities. Tell us how you considered the involvement of any related parties in determining your
accounting treatment.

Mr. Carlos Pacho

2

 In the 2014 Form 20-F, PLDT accounted for its interests in Satventures, Inc.
(“Satventures”) and Cignal TV, Inc. (“Cignal TV”) as investments in associates using the equity method of accounting as prescribed by paragraph 16 of International Accounting Standard (“IAS”) 28,
Investments in Associates and Joint Ventures, issued by the International Accounting Standards Board (the “IASB”). As of December 31, 2014, PLDT (through ePLDT) had made a deposit for subscription to Philippine
Depositary Receipts (“PDRs”) relating to an interest in Hastings Holdings, Inc., which deposit amounted to Php2.25 billion and was accounted for at cost. PLDT did not have any economic interest in Hastings as of December 31,
2014 as the related PDRs were only issued on June 1, 2015.

 IAS 28 permits the equity method of accounting to be used where the
reporting entity has “significant influence” over the investee company. IAS 28 defines significant influence as the power to participate in the financial and operating decisions of the investee company which does not amount to control or
joint control over those policies. As specified in paragraph 6 of IAS 28, the existence of significant influence by an entity is usually evidenced in one or more of the following ways:

a)
Representation on the board of directors or equivalent governing body of the investee;

b)
participation in policy-making processes, including participation in decisions about dividends or other distributions;

c)
material transactions between the entity and its investee;

d)
interchange of managerial personnel; or

e)
Provision of essential technical information.

 PLDT’s ownership interests in Cignal TV,
Satventures and Hastings as well as management’s determination that PLDT exercised significant influence over Cignal TV and Satventures for purposes of its financial statements included in the 2014
Form 20-F are described in further detail below.

 I. PLDT’s ownership interests in Cignal TV,
Satventures and Hastings

 As set forth in the structure chart below, PLDT, through its wholly-owned subsidiary, ePLDT, Inc.
(“ePLDT”), holds PDRs issued by MediaQuest Holdings, Inc. (“MediaQuest”) with respect to each of Cignal TV, Satventures and Hastings as of the date of this letter. MediaQuest is wholly-owned by the beneficial trust
fund created by PLDT to pay benefits under PLDT’s employees’ benefit plan (the “PLDT Beneficial Trust Fund”).

Mr. Carlos Pacho

3

 A summary of the PDRs issued by MediaQuest to ePLDT is set forth in the table below:

 PDRs

 Date of issuance

 Number of
PDRs issued

 Investment
amount

 Direct
Economic
interest

 Effective

economic interest

 Cignal TV PDRs

September 27, 2013

416,667

Php6 billion

40%

64%, which includes an indirect 24% interest through Satventures (reflecting Satventures’ 60% interest in Cignal TV multiplied by 40%)

 Satventures PDRs

September 27, 2013

333,333

Php3.6 billion

40%

40%

 Hastings PDRs

June 1, 2015

91,000

Php3.25 billion

70%

70%

Mr. Carlos Pacho

4

 II. Exercise of significant influence over Cignal TV and Satventures

The PDRs issued by MediaQuest grant PLDT (through ePLDT) economic interests in Cignal TV and Satventures, but in accordance with their terms,
do not provide PLDT (or ePLDT) any voting rights with respect to the underlying shares of these entities unless the PDRs are “exercised”, which exercise triggers a transfer of the shares in Cignal TV and Satventures underlying the PDRs
(along with their associated voting rights) to or for the benefit of ePLDT. As of December 31, 2014, due to certain legal considerations and restrictions, ePLDT was not able to (and currently is not able to) exercise the Cignal TV and
Satventures PDRs and trigger a transfer of the underlying shares and therefore held (and currently holds) only economic interests in these entities. As a result, all voting interests in Cignal TV and Satventures were held by the PLDT Beneficial
Trust Fund as of December 31, 2014 and ePLDT, as a holder of PDRs, had (and currently has) no substantive potential voting rights with respect to the underlying shares of these entities.

As 100% of the voting rights in Cignal TV and Satventures were held, directly or indirectly, by MediaQuest, PLDT’s management viewed
Cignal TV and Satventures as being controlled by the PLDT Beneficial Trust Fund and not by PLDT (or ePLDT) for purposes of its financial reports included in the 2014 Form 20-F in accordance with International Financial Reporting Standards
(“IFRS”) 10, Consolidated Financial Statements, issued by the IASB. In addition to holding 100% of the voting interests in Cignal TV and Satventures, MediaQuest, directly held a 60% economic interest in Satventures (which in
turn held a 60% economic interest in Cignal TV) as of December 31, 2014. As a result, Cignal TV and Satventures were viewed by PLDT’s management as subsidiaries of the PLDT Beneficial Trust Fund. PLDT (and ePLDT) does not consolidate the
results of PLDT Beneficial Trust Fund and its subsidiaries because of the explicit exclusion in paragraph 4(b) of IFRS 10 of post-employment benefit plans or other long-term employee benefit plans, to which IAS 19, Employee Benefits, applies.

 PLDT’s management determined based on the guidance in IAS 28 that PLDT exercised significant influence over Cignal TV and
Satventures for purposes of the financial reports included in the 2014 Form 20-F due to the following factors:

•

PLDT, through ePLDT’s ownership of PDRs, held an economic interest in Cignal TV and Satventures, which entitled ePLDT to cash and non-cash distributions on the shares underlying the PDRs.

•

There were common directors and officers between PLDT and its subsidiaries, on the one hand, and Cignal TV and Satventures, on the other hand.

•

Certain managerial personnel and employees were seconded from PLDT and its subsidiaries to Cignal TV and Satventures.

•

Transactions were entered into, and were continuing, between Cignal TV and PLDT (and its subsidiaries). As examples:

-

PLDT offers Cignal TV cable service along with its fixed line service, broadband service as part of the Triple Play and Quadplay packages provided to subscribers; and

-

PLDT leases certain of its transponders from Cignal TV.

Mr. Carlos Pacho

5

 Based on the above factors, PLDT’s management determined that PLDT held significant influence
over Satventures and Cignal TV, and the investments in the PDRs relating to Satventures and Cignal TV were appropriately accounted for as investments in associates using the equity method of accounting in accordance with IAS 28, for purposes of its
financial reports in the 2014 Form 20-F.

 We advise the Staff that we will revise our next
annual report on Form 20-F to update PLDT’s economic interests in the Cignal TV, Satventures and Hastings as of the end of the PLDT’s 2015 fiscal year.

2.
We note on page 326 you state that the carrying value of your “investment in MediaQuest amounted to Php 9,575 million and Php 9,522 million as at December 31, 2014 and 2013, respectively.” We
also note on page 413 you state that your pension plan assets own 100% of MediaQuest with a fair value, which are equal to the carrying value of Php 6,008 million and Php 5,373 million as of December 31, 2014 and 2013, respectively.
Please explain why your equity investment is worth more value than the fair value of 100% ownership in MediaQuest. Tell us how you considered and evaluated impairment with regards to your investment in MediaQuest. Refer to your basis in accounting
literature.

 As discussed above, PLDT uses the equity method of accounting for investments in associates in accordance
with IAS 28. Pursuant to the equity method an investment is initially recognized at cost and adjusted thereafter for the post-acquisition change in the investor’s share of the investee’s net assets. The equity investment carrying values of
Php9,575 million and Php9,522 million as at December 31, 2014 and December 31, 2013, disclosed on page 326 of the 2014 Form 20-F, reflect the acquisition cost of the Satventures PDRs and Cignal TV PDRs (Php9.6 billion), as adjusted by
ePLDT’s share of Cignal TV’s and Satventures’ profit or loss for the relevant periods.

 In contrast, the carrying value of
Php6,008 million and Php5,373 million as of December 31, 2014 and 2013, respectively represent the fair value of the PLDT Beneficial Trust Fund’s investment in MediaQuest. IAS 19, Employee Benefits, requires employee benefit plan
assets to be measured at fair value. Such fair value was calculated in consideration of the fact that MediaQuest held 36% and 60% of the economic interests in each of Cignal TV and Satventures, respectively (with PLDT holding the remaining economic
interests in Cignal TV and Satventures), as described in the chart below. As disclosed on page 415 of the 2014 Form 20-F, the fair value of the PLDT Beneficial Trust Fund’s investment was measured using an income approach valuation technique
based on cash flow projections in financial budgets and forecasts approved by MediaQuest’s board of directors covering the period from 2015 to 2019. The pre-tax discount rates that were applied to the cash flow projections range from 10.50% to
11.15%. Cash flows beyond the five-year period were determined using 0-7% growth rates. Any change in the fair value is accounted for as an increase or decrease in the fair value of the PLDT Beneficial Trust Fund plan assets.

Mr. Carlos Pacho

6

 As the investment in the form of PDRs that is held by PLDT (through ePLDT) relates to a larger portion of
the economic interests in Cignal TV (i.e. 64%, when taking into consideration ePLDT’s 40% economic interest in Satventures) than that held by the PLDT Beneficial Trust Fund, PLDT’s investment in these PDRs was valued higher than the fair
value of the PLDT Beneficial Trust Fund’s investment in MediaQuest.

 PLDT assesses whether there are any indicators that its assets
may be impaired in respect of each reporting period. If any such indicator exists PLDT estimates the recoverable amount of the asset and compares it to the carrying amount. An asset is impaired when the carrying amount of the investment exceeds the
recoverable amount. No indicator of impairment was identified that warranted impairment testing under IAS 36, Impairment of Assets, with respect to PLDT’s investment in the Satventures and Cignal TV PDRs issued by MediaQuest. If
PLDT’s investment in these PDRs was valued using the fair value methodology that the PLDT Beneficial Trust Fund has used, it would have resulted in a higher value of PLDT’s economic interest in these PDRs as shown in the table below. As a
result, PLDT believes that no impairment of its holdings of PDRs relating to Satventures and Cignal TV was required to be recognized in respect of the reported periods.

Mr. Carlos Pacho

7

 (in Php millions)

Plan Assets of the PLDT
Beneficial Trust Fund

PDRs held by ePLDT

2014

2013

2014

2013

 1. Fair Value

6,008

5,373

10,680

9,552

 2. Carrying value under equity method

N/A

N/A

9,575

9,522

 3. Excess of (1) over (2)

N/A

N/A

1,105

30

*      *      *      *

Mr. Carlos Pacho

8

 In connection with responding to the Staff’s comments, the Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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

•

the Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you again for your time. Please feel free to contact Michael G. DeSombre of Sullivan & Cromwell (tel:
(+852) 2826 8696; fax: (+852) 2826 1774; e-mail: desombrem@sullcrom.com), or the undersigned by phone at (+632) 888 0188 or by e-mail at lrchan@pldt.com.ph, with any questions you may have.

Sincerely,

/s/ Ma. Lourdes C. Rausa-Chan

 Ma. Lourdes C. Rausa-Chan

 Senior Vice President
and Corporate Secretary

cc:

Terry French, Accounting Branch Chief

Inessa Kessman, Senior Staff Accountant

(Securities and Exchange Commission)

Anabelle Lim-Chua, Senior Vice President and Treasurer

June Cheryl A. Cabal-Revilla, First Vice President and Controller

(Philippine Long Distance Telephone Company)

Michael G. DeSombre

Ram Narayan

Jordan H. Oreck

(Sullivan & Cromwell)

Mail Stop 3720

August 24, 2015

Anabelle L. Chua
Chief Financial Officer
Philippine Long Distance Telephone Company
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines

Re: Philippine Long Distance Telephone Company
 Form 20-F for Fiscal Year Ended December 31, 2014
Filed March 26, 2015
File No. 1-03006

Dear Ms. Chua:

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days b y providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments , we may have additional comments.

10. Investments in Associates, Joint Ventures and Deposits, page 324

Investments in Associates, page 325

1. We note that your PLDT Beneficial Trust Fund owns 100% interest in MediaQuest.  We
also note that thro ugh MediaQuest you will also own 64% economic interest in Cignal
TV, 40% economic interest in Satventures , and 60% economic interest in Hastings.  It
appears based on your disclosure on pages 325 and 326 that you account for your
ownership interest in Medi aQuest (i.e. ownership in Cignal TV, Satventures, and
Hastings) as an equity investment.  In this regard, referring to your basis in accounting
literature, please explain to us your accounting for the PDRs issued by MediaQuest.  Tell
us what percentage of economic interest you directly or indirectly currently  own in

Ms. Annabelle Chua
Philippine Long Distance Company
August 24, 2015
Page 2

 Cignal TV, Satventures, and Hastings.   Tell us who currently controls Cignal TV,
Satventures, Hastings, and MediaQuest and the factors you considered in evaluating who
controls these entities.  Tell us how you considered the involvement of any related parties
in determining your accounting treatment.

2. We note on page 326 you state that the carrying value of your “investment in MediaQuest
amounted to Php 9,575 million and Php 9,522 million as a t December 31, 2014 and 2013,
respectively.”   We also note on page 413 you state that your pension plan assets own
100% of MediaQuest with a fair value, which are equal to the carrying value of Php
6,008 million and Php 5,373 million as of December 31, 201 4 and 2013,
respectively.   Please explain why your equity investment is worth more value than the
fair value of 100% ownership in MediaQuest.    Tell us how you considered and evaluated
impairment with regards to your investment in MediaQuest.   Refer to you r basis in
accounting literature.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 responding to our comments, please provide a written statement from the company
acknowledging that:

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

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

You may contact Inessa Kessman , Staff Accountant,  at 202-551-3371  or Terry French ,
Accounting Branch Chief,  at 202-551-3828  or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

December 12, 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 completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Excha nge Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Kreb s, for

 Larry Spirgel
Assistant Director

cc: Via E -mail
Ma. Lourdes C. Rausa -Chan
Senior Vice President and Corporate Secretary
Philippine Long Distance Telephone Company

Michael G. DeSombre
Sullivan  & Cromwell  LLP

CORRESP
1
filename1.htm

Correspondence

 December 8, 2014

Mr. Larry Spirgel

 Assistant Director

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

United States of America

Re:
Philippine Long Distance Telephone Company

 Annual Report on Form 20-F for the Fiscal
Year

 ended December 31, 2013 filed on April 2, 2014 (File No. 001-03006)

Dear Mr. Spirgel:

 We refer to the comment
letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 30, 2014 (the “SEC Comment Letter”), relating to the Annual Report on Form 20-F
of Philippine Long Distance Telephone Company (“PLDT” or the “Company”) for the fiscal year ended December 31, 2013 (the “2013 Form 20-F”), which was filed with the Commission on April 2,
2014, and our initial response letter thereto, dated October 31, 2014 (the “PLDT Response Letter”).

 Following the
Staff’s review of the PLDT Response Letter, the Staff advised us orally that the Staff believes that J.P. Morgan HongKong Nominees Limited (formerly J.P. Morgan Asset Holdings (HK) Limited), the depositary under our Common Stock Deposit
Agreement, and PCD Nominee Corporation, the registered owner of shares held by participants in the Philippine Depository and Trust Co., do not have beneficial ownership of shares for purposes of the annual report on Form 20-F and therefore should be
removed from the tabular disclosure of beneficial ownership under Item 7. The Staff also confirmed that other than this remaining comment there were no other remaining open issues in the Comment Letter and that the Staff has no objection to our
suggestion that our revisions to our disclosure proposed in the PLDT Response Letter and in this letter would be first made in the Annual Report on Form 20-F to be filed in respect of the fiscal year ended December 31, 2014 (the “2014
Form 20-F”).

 We confirm that we will revise the tabular disclosure of beneficial ownership of our shares in our 2014 Form 20-F
to remove J.P. Morgan HongKong Nominees Limited and PCD Nominee Corporation. The following table sets forth the pertinent information from our 2013 Form 20-F with respect to shareholding as at February 28, 2014, which information has been
presented in accordance with the agreed revisions. The following table includes the shareholding information of certain affiliated shareholders on a combined basis as well as on an individual basis where significant.

Mr. Larry Spirgel

2

 Shareholder

Common Shares

Percentage
of
Common
Shares
(%)

Voting
Preferred
Shares

Percentage
of Voting
Preferred
Shares
(%)

Percentage
of Voting
Securities
(%)

 1. First Pacific Company Limited and affiliates

55,244,642
(1)

25.6

—

—

15.1

 a.      Philippine Telecommunications Investment Corporation

26,034,263

12.0

—

—

7.1

 b.      Metro Pacific Resources, Inc.

21,556,676

10.0

—

—

5.9

 2. Nippon Telegraph and Telephone Corporation and affiliates

43,963,642
(2)

20.3

—

—

12.0

 a.      NTT Communications Corporation

12,633,487

5.8

—

—

3.5

 b.      NTT DOCOMO, Inc.

31,330,155
(3)

14.5

—

—

8.6

 3. JG Summit Holdings, Inc. and its affiliates

17,305,625
(4)

8.0

—

—

4.7

 4. Deutsche Bank AG Manila Branch – Clients A/C

17,017,693
(5)

7.9

—

—

4.6

 5. The Hongkong and Shanghai Banking Corporation Limited – Clients’ Acct.

17,170,249
(5)

7.9

—

—

4.7

 6. BTF Holdings, Inc.(6)

—

—

150,000,000

100
%

41.0

(1)
Includes (a) 26,034,263 shares of common stock held by Philippine Telecommunications Investment Corporation, a Philippine affiliate of First Pacific Company Limited (“First Pacific”), (b) 21,556,676
shares of common stock held by Metro Pacific Resources, Inc., a Philippine affiliate of First Pacific and (c) 7,653,703 ADRs held by a non-Philippine wholly-owned subsidiary of First Pacific.

Mr. Larry Spirgel

3

(2)
Includes (a) 22,796,902 shares of common stock held by NTT DOCOMO, Inc., a Japanese corporation which is a majority-owned and publicly traded subsidiary of Nippon Telegraph and Telephone Corporation
(“NTT”), (b) 8,533,253 ADRs held by NTT DOCOMO, Inc. and (c) 12,633,487 shares of common stock held by NTT Communications Corporation, a Japanese corporation which is a wholly-owned subsidiary of NTT.

(3)
Includes 8,533,253 ADRs held by NTT DOCOMO, Inc.

(4)
Includes (a) 17,208,753 shares of common stock beneficially owned by JG Summit Holdings, Inc., (b) 86,723 shares of common stock beneficially owned by Express Holdings, Inc., (c) 10,148 shares of common
stock beneficially owned by Ms. Elizabeth Yu Gokongwei and (d) 1 share of common stock beneficially owned by Mr. James L. Go, all held on record by PCD Nominee Corporation.

(5)
Represents shares held on behalf of clients. PLDT has no knowledge if any client beneficial owners of common shares held 5% or more of PLDT’s outstanding shares of common stock as at February 28, 2014.

(6)
A wholly-owned company of the Board of Trustees for the Account of the Beneficial Trust Fund created pursuant to the Benefit Plan of PLDT Co. or PLDT Beneficial Trust Fund.

*     *     *     *

Mr. Larry Spirgel

4

 In connection with responding to the Staff’s comments, the Company hereby acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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

•

the Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you again for your time. Please feel free to contact Michael G. DeSombre of Sullivan & Cromwell (tel: (+852) 2826 8696;
fax: (+852) 2826 1774; e-mail: desombrem@sullcrom.com), or the undersigned by phone at (+632) 888 0188 or by e-mail at lrchan@pldt.com.ph, with any questions you may have.

Sincerely,

/s/ Ma. Lourdes C. Rausa-Chan

Ma. Lourdes C. Rausa-Chan

Senior Vice President and Corporate

Secretary

cc:

Terry French, Accounting Branch Chief

Kathleen Krebs, Special Counsel

Christy Adams, Senior Staff Accountant

(Securities and Exchange Commission)

Napoleon L. Nazareno, President and Chief Executive Officer

June Cheryl A. Cabal-Revilla, First Vice President and Controller

Anabelle Lim-Chua, Senior Vice President and Treasurer

(Philippine Long Distance Telephone Company)

Michael G. DeSombre

Ram Narayan

(Sullivan & Cromwell)

CORRESP
1
filename1.htm

Correspondence

 October 31, 2014

By Hand

 Mr. Larry Spirgel

Assistant Director

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 United States of America

Re:
Philippine Long Distance Telephone Company

 Annual Report on Form 20-F for the Fiscal
Year

 ended December 31, 2013 filed on April 2, 2014 (File No. 001-03006)

Dear Mr. Spirgel:

 This is in response to
the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 30, 2014, relating to the Annual Report on Form 20-F of Philippine Long Distance
Telephone Company (“PLDT” or the “Company”) for the fiscal year ended December 31, 2013 (the “2013 Form 20-F”), which was filed with the Commission on April 2, 2014.

For your convenience, the Company has included the Staff’s comments in this response letter in italicized form and keyed its responses
accordingly. The Company’s responses to the comments are set forth below. The page numbers in the responses, unless otherwise indicated, refer to the page numbers of the 2013 Form 20-F.

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.

 Memorandum Circular No. 8 (the “Philippine SEC Guidelines”) issued by the Securities and Exchange
Commission of the Republic of the Philippines (the “Philippine SEC”) did not expressly state that the guidelines were promulgated in response to or to implement the Philippine Supreme Court’s directive in the
Gamboa Case. Nevertheless, we believe based on the following facts that the Philippine SEC Guidelines were promulgated to implement the decision in the Gamboa Case:

(i) the Philippine SEC Guidelines expressly reference the Gamboa Case;

 (ii) the Filipino ownership requirement in the Philippine SEC Guidelines incorporates language
derived verbatim from the dispositive portion of the Philippine Supreme Court’s decision in the Gamboa Case; and

 (iii) the
Philippine SEC has stated in its pleadings filed in the case of Roy III v. Herbosa, et al. (G.R. No. 204246) (which statements constitute judicial admissions), that in promulgating the Philippine SEC Guidelines, the Philippine SEC
implemented and applied the Supreme Court’s definition of the term “capital” in the Gamboa Case.

 We confirm that we will
revise the applicable disclosure in our Annual Report on Form 20-F for the fiscal year ending December 31, 2014 (the “2014 Form 20-F”) to provide such clarification. In particular, we propose to clarify the introductory
sentences to the third paragraph of the identified risk factor and the sixth paragraph in the Legal Proceedings section by adding the bolded language below:

‘On May 30, 2013, the Philippine SEC issued SEC Memorandum Circular No. 8, or the Philippine SEC Guidelines,
which we believe was intended to fulfil the Philippine Supreme Court’s directive to the Philippine SEC in the Gamboa Case. The Philippine SEC Guidelines provide under Section 2 thereof: “All covered corporations
shall, at all times, observe the constitutional or statutory ownership requirement. For purposes of compliance therewith, the required percentage of Filipino ownership shall be applied to both: (a) the total number of outstanding shares of
stock entitled to vote in the election of directors; and (b) the total number of outstanding shares of stock, whether or not entitled to vote in the election of directors.”’

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

Exceeding the foreign ownership restrictions imposed under the Philippine Constitution may subject the Company to:

(1) sanctions set out in Section 14 of the Philippine Foreign Investments Act of 1991, as amended, comprising a fine not exceeding
(a) the lower of 0.5% of the total paid in capital or 5,000,000 Philippine pesos in the case of a corporate entity, (b) 200,000 Philippine pesos in the case of the president of the company or other responsible officers, and
(c) 100,000 Philippine pesos in the case of other natural persons (collectively, the “Monetary Sanctions”); and/or

 (2) the
Philippine government commencing a quo warranto case in the name of the Republic of the Philippines against the Company to revoke the Company’s franchise that permits the Company to engage in telecommunications activities.

 While there is no settled law directly on point, we have been advised by our Philippine counsel
that once a sufficient number of the Company’s shares are issued or transferred to or are otherwise acquired by qualified Philippine nationals so as to result in the Company’s foreign ownership percentage being in compliance with the
foreign ownership restriction threshold, a quo warranto case as described above would not have merit, and if already initiated would be subject to dismissal on that basis prior to the time that a judgment becomes final and executory. If an
adverse decision becomes final and executory without the necessary transfer of shares having been made, the Company would have to secure a new franchise from the Philippine Congress (after the foreign ownership violation has been cured) if it still
desires to continue engaging in telecommunications.

 In the case of a violation of the foreign ownership restrictions, the Monetary
Sanctions would continue to apply notwithstanding any curative issuance or transfer of shares to Philippine nationals.

 We confirm that we
will revise the applicable disclosure in the 2014 Form 20-F to include the above discussion regarding the consequences 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 provide 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.

 We confirm that we will revise the applicable disclosure in our 2014 Form 20-F as requested. The
following table sets forth the pertinent information from our 2013 Form 20-F with respect to shareholding as at February 28, 2014, which information has been presented in accordance with the revisions proposed by the Staff. The following table
includes the shareholding information of certain affiliated shareholders on a combined basis as well as on an individual basis where significant.

 Shareholder

Common Shares

Percentage
of
Common
Shares
(%)

Voting
Preferred
Shares

Percentage
of Voting
Preferred
Shares
(%)

Percentage
of Voting
Securities
(%)

 1. First Pacific Company Limited and affiliates

55,244,642
(1)

25.6

—

—

15.1

 a.      Philippine Telecommunications Investment Corporation

26,034,263

12.0

—

—

7.1

 b.      Metro Pacific Resources, Inc.

21,556,676

10.0

—

—

5.9

 2. Nippon Telegraph and Telephone Corporation and affiliates

43,963,642
(2)

20.3

—

—

12.0

 a.      NTT Communications Corporation

12,633,487

5.8

—

—

3.5

 b.      NTT DOCOMO, Inc.

31,330,155
(3)

14.5

—

—

8.6

 3. PCD Nominee Corporation

77,300,585
(4)

35.8

—

—

21.1

 a.      JG Summit Holdings, Inc. and its affiliates

17,305,625
(5)

8.0

—

—

4.7

 b.      Deutsche Bank AG Manila Branch – Clients A/C

17,017,693
(6)

7.9

—

—

4.6

 c.      The Hongkong and Shanghai Banking Corporation Limited – Clients’ Acct.

17,170,249
(6)

7.9

—

—

4.7

 4. J.P. Morgan HongKong Nominees Limited (formerly J.P. Morgan Asset Holdings (HK) Limited)

43,288,083
(7)

20.0

—

—

11.8

 5. BTF Holdings, Inc.(8)

—

—

150,000,000

100
%

41.0

(1)
Includes (a) 26,034,263 shares of common stock held by Philippine Telecommunications Investment Corporation, a Philippine affiliate of First Pacific Company Limited (“First Pacific”), (b) 21,556,676
shares of common stock held by Metro Pacific Resources, Inc., a Philippine affiliate of First Pacific and (c) 7,653,703 ADRs held by a non-Philippine wholly-owned subsidiary of First Pacific.

(2)
Includes (a) 22,796,902 shares of common stock held by NTT DOCOMO, Inc., a Japanese corporation which is a majority-owned and publicly traded subsidiary of Nippon Telegraph and Telephone Corporation
(“NTT”), (b) 8,533,253 ADRs held by NTT DOCOMO, Inc. and (c) 12,633,487 shares of common stock held by NTT Communications Corporation, a Japanese corporation which is a wholly-owned subsidiary of NTT.

(3)
Includes 8,533,253 ADRs held by NTT DOCOMO, Inc.

(4)
PCD Nominee Corporation is the registered owner of shares held by participants in the Philippine Depository and Trust Co., or PDTC, a private company organized to implement an automated book entry system of handling
securities transactions in the Philippines. Includes (a) 17,305,625 shares of common stock beneficially owned by JG Summit Holdings, Inc. and its affiliates, (b) 17,017,693 shares of common stock held by Deutsche Bank AG, Manila Branch on
behalf of clients and (c) 17,170,249 shares of common stock held by The Hongkong and Shanghai Banking Corporation Ltd. on behalf of clients. PLDT has no knowledge if any beneficial owner of shares of common stock held through Deutsche Bank AG
Manila Branch or The Hongkong and Shanghai Banking Corporation Limited held 5% or more of PLDT’s outstanding shares of common stock as at February 28, 2014.

(5)
Includes (a) 17,208,753 shares of common stock beneficially owned by JG Summit Holdings, Inc., (b) 86,723 shares of common stock beneficially owned by Express Holdings, Inc., (c) 10,148 shares of common
stock beneficially owned by Ms. Elizabeth Yu Gokongwei and (d) 1 share of common stock beneficially owned by Mr. James L. Go, all held on record by PCD Nominee Corporation.

(6)
Represents shares held on behalf of clients. PLDT has no knowledge if any client beneficial owners of common shares held 5% or more of PLDT’s outstanding shares of common stock as at February 28, 2014.

(7)
J.P. Morgan HongKong Nominees Limited (formerly J.P. Morgan Asset Holdings (HK) Limited) holds shares as nominee of JP Morgan Chase Bank, successor depositary under the Common Stock Deposit Agreement, dated
October 14, 1994, as amended on February 10, 2003, between JPMorgan Chase Bank and the holders of ADRs (the “Deposit Agreement”). Includes (a) 8,533,253 shares of common stock underlying ADSs beneficially owned by NTT
DOCOMO, Inc. and (b) 7,653,703 shares of common stock underlying ADSs beneficially owned by a non-Philippine wholly-owned subsidiary of First Pacific.

(8)
A wholly-owned company of the Board of Trustees for the Account of the Beneficial Trust Fund created pursuant to the Benefit Plan of PLDT Co. or PLDT Beneficial Trust Fund.

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.

 NTT Group

We respectfully submit that the requested information with respect to the contractual rights of members of the NTT group pursuant to the
Cooperation Agreement, dated January 31, 2006 (the “Cooperation Agreement”), among the Company, NTT Communications Corporation (“NTT Communications”), NTT DOCOMO, Inc. (“NTT DOCOMO”), First
Pacific Company Limited (“First Pacific”) and certain affiliates of First Pacific, the Stock Purchase and Strategic Investment Agreement, dated September 28, 1999 (the “Strategic Agreement”), among the Company, NTT
Communications, First Pacific and certain affiliates of First Pacific and the Shareholders Agreement, dated March 24, 2000 (the “Shareholders Agreement”), among NTT, First Pacific, certain affiliates of First Pacific, and
certain other parties has already been disclosed in the Risk Factors section of the 2013 Form 20-F on pages 17 and 18. The contractual veto rights held by NTT Communications and NTT DOCOMO with respect to major decisions and transactions that the
Company could make or enter into are described in our 2013 Form 20-F as including the following:

a)
capital expenditures in excess of US$50 million;

b)
any investments, if the aggregate amount of all investments for the previous 12 months is greater than US$25 million in the case of all investments to any existing investees and US$100 million in the case of all
investments to any new or existing investees, determined on a monthly basis;

c)
any investments in a specific investee, if the cumulative value of all investments made by the Company in that investee is greater than US$10 million in the case of an existing investee and US$50 million in the case of
a new investee;

d)
issuance of common stock or stock that is convertible into common stock;

e)
new business activities other than those the Company currently engages in; and

f)
merger or consolidation.

 The Company may not take any of the actions described in clauses
(a) through (c) above without the approval of NTT DOCOMO and NTT Communications, acting in coordination with each other. However, NTT DOCOMO and NTT Communications may not withhold their consent to such actions in circumstances where the
Company proposes to invest in a business that competes with Nippon Telegraph and Telephone Corporation and its subsidiaries and where the board of directors of the Company has, among other things, approved the transaction.

The Company may not take the action described in clause (d) above, except where NTT Communications and NTT DOCOMO have first been offered
the opportunity to purchase their pro rata portion of the Company’s shares of common stock.

 The Company is aware that each of NTT
Communications and NTT DOCOMO has agreed (pursuant to the Shareholders Agreement in the case of NTT Communications and pursuant to the Cooperation Agreement in the case of NTT DOCOMO) to use its best efforts to procure that the Company not take the
actions described in clauses (e) and (f) above without the consent of First Pacific and certain of its affiliates, as well as other parties bound by the provisions of the Shareholders Agreement. As the Company is not a party to the
Shareholders Agreement, these contractual rights held by NTT Communications and NTT DOCOMO are not directly enforceable against the Company.

 In addition to the actions described in clauses (e) and (f) above, each party subject
to obligations under the Shareholders Agreement, including NTT Communications and NTT DOCOMO, has agreed to use its best efforts to procure that the Company not take any of the following actions without the prior written consent of the other parties
bound thereby:

g)
winding up or liquidation of the Company; and

h)
applying to a court to order a meeting of creditors or to sanction any compromise or arrangement between creditors and shareholders of the Company.

We intend to include the above discussion in our 2014 Form 20-F under Item 7 - Major Shareholders and Related Party Transactions in
addition to the Risk Factors section.

 First Pacific Group

The Company is aware that pursuant to the Shareholders Agreement mentioned above each party thereto, including First Pacific and certain of its
affiliates, agreed to use its best efforts to proc

CORRESP
1
filename1.htm

Correspondence

 October 14, 2014

Via EDGAR

 Mr. Larry Spirgel

Assistant Director

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 United States of America

Re:
Philippine Long Distance Telephone Company

 Annual Report on Form 20-F for the
Fiscal Year ended December 31, 2013

 filed April 2, 2014, 2006 (File No. 1- 03006)

Dear Mr. Spirgel:

 Philippine Long
Distance Telephone Company (the “Company”) has received a comment letter from the staff of the Division of Corporation Finance (the “Staff”), dated September 30, 2014. The comment letter is related to the Company’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2013 (the “Form 20-F”), which was filed with the United States Securities and Exchange Commission on April 2, 2014. We wish to thank you and the other members of
the Staff for providing us with your comments.

 The Company notes that the Staff has requested that the Company either (i) respond to
the Staff’s comments within 10 business days or (ii) inform the Staff as to when the Company will provide a response to the comments. The Company has carefully reviewed and considered the Staff’s comments and is in the process of
preparing a response to the comments. The Company will provide its response to the Staff’s comments by October 31, 2014.

 Thank
you again for your time. Please feel free to contact Michael G. DeSombre of Sullivan & Cromwell (tel: (+852) 2826-8696; fax (+852) 2826-1774; e-mail: desombrem@sullcrom.com), or the undersigned by phone at (+632) 816-8553 or
by e-mail at lrchan@pldt.com.ph, with any questions you may have.

Sincerely,

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Senior Vice President, Corporate Affairs and Legal Services Head and Corporate Secretary

cc:
Terry French, Accounting Branch Chief

 Kathleen Krebs, Special Counsel

Christy Adams, Senior Staff Accountant

(Securities and Exchange Commission)

Napoleon L. Nazareno, President and Chief Executive Officer

Anabelle Lim-Chua, Senior Vice President and Treasurer

June Cheryl A. Cabal-Revilla, First Vice President and Controller

(Philippine Long Distance Telephone Company)

Michael G. DeSombre

 Ram Narayan

 Paul E. Hubble

(Sullivan & Cromwell)

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

August 30 , 2012

Via E -mail
Ms. Ma . Lourdes C. Rausa -Chan
Senior Vice President, Corporate Affairs and
Legal Services Head and Corporate Secretary
Philippine Long Distance Telephone Company
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines

Re: Philippine Long Distance Telephone Company
Form 20-F for the Fiscal Year Ended December 31, 2011
Filed March 28 , 2012
File No. 00 1-03006

Dear  Ms. Rausa -Chan :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert st aff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certa in that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terry French for

 Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

Correspondence

 PHILIPPINE LONG DISTANCE
TELEPHONE COMPANY HAS CLAIMED CONFIDENTIAL

TREATMENT OF PORTIONS OF THIS LETTER
IN ACCORDANCE WITH 17 C.F.R. § 200.83

 August 9, 2012

Via EDGAR

 Mr. Larry Spirgel

 Assistant Director

 Division of
Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

United States of America

Re:
Philippine Long Distance Telephone Company

 Annual Report on Form 20-F for the Fiscal Year

 ended December 31, 2011
filed on March 28, 2012 (File No. 001-03006)

 Dear Mr. Spirgel:

This is in response to the comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), dated July 12, 2012, relating to the Annual Report on Form 20-F of Philippine Long Distance Telephone Company (the “Company”) for the fiscal year ended December 31, 2011 (the “2011 Form 20-F”),
which was filed with the Commission on March 28, 2012.

 For your convenience, the Company has included the Staff’s
comments in this response letter in italicized form and keyed its responses accordingly. The Company’s responses to the comments are set forth below. The page numbers in the responses, unless otherwise indicated, refer to the page numbers of
the 2011 Form 20-F.

 Notes to Consolidated Financial Statements, page 188

Note 26. Provisions and Contingencies, page 288

1.
We refer to your disclosure in the last sentence of the note on page 294 indicating that certain disclosures required by IAS 37 were not provided as it may prejudice
your position in ongoing claims, litigations and assessments. IAS 37, paragraph 92, indicates that the omission of the required disclosures may occur in extremely rare cases. In that regard, tell us the reason why you are unable to provide all of
the required disclosures in aggregate by class. Also tell us the aggregate amount of provisions you have accrued as of December 31, 2011 and 2010 related to contingencies.

Mr. Larry Spirgel

 -
 2
 -

 The Staff’s comment is acknowledged. The Company respectfully advises the Staff
that the Company believes it has made the requisite disclosures in accordance with International Accounting Standard 37 (“IAS 37”). In Note 26 to the financial statements of the 2011 Form 20-F, the Company disclosed the general nature and
status of the Company’s claims, litigations and assessments for which provisions have been accrued. The Company has omitted certain disclosures required by IAS 37, specifically paragraphs 84 (a), 84 (b), 84 (e), and 86-88 by electing for
an exemption from disclosure as permitted under IAS 37, paragraph 92, which permits the Company to withhold disclosure in cases where such disclosure could be expected to seriously prejudice the position of the Company in connection with a dispute
relating to the subject matter of the provision or contingent liability with other parties, as discussed further below.

[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]

The amount of aggregate accrued provisions principally consist of provisions relating to supervision and regulation fees of the National
Telecommunications Commission of the Philippines (the “NTC”) that are currently being disputed by the Company, as well as local and franchise taxes assessed by the local governmental units, such as state and municipal tax authorities (the
“LGUs”), that are currently being disputed by the Company. As a result of certain ambiguities in, as well as the uncertain application of, the applicable Philippine laws relating to the NTC fees and local and franchise taxes, the extent of
the Company’s actual liability to the NTC and the LGUs for such fees and taxes is unclear. Management of the Company has determined that a portion of such fees and taxes qualifies for recognition as provisions under IAS 37, paragraph 14, and
has made a reasonable calculation of the amount of such provisions in consultation with its internal counsel and external counsel in the Philippines.

 The Company supplementally advises the Staff that it believes public disclosure of its aggregate accrued provisions during the pendency of its proceedings with the NTC and the LGUs could be expected to
seriously prejudice the position of the Company in such proceedings. As one of the largest telecommunication services providers for both fixed line and cellular telecommunications services, and as one of only three major local exchange carriers and
the owner of two of the three major cellular operators in the Philippines, the Company is frequently scrutinized, and subject to assessments, by the NTC and the LGUs. In particular, disputes with respect to such assessments account for a significant
portion of the Company’s outstanding disputes. [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] The Company’s situation with the NTC and the LGUs represents an appropriate
circumstance under IAS 37, paragraph 92 whereby the omission of the disclosure would be permitted, given the nature of the Company’s ongoing disputes, the counterparties involved and the industry (and the Company’s position within such
industry). Moreover, the Company notes that neither of the other two major Philippine local exchange carriers nor the other major cellular operator discloses their accrued provisions for claims, litigations and assessments in their financial
statements.

Mr. Larry Spirgel

 -
 3
 -

 As a result of the foregoing, the management of the Company, in consultation with the
Company’s internal counsel and external counsel in the Philippines, and having discussed with and received confirmation from the Company’s audit committee, has concluded that it would be appropriate for the Company to avail itself of the
exemption from disclosure provided by IAS 37, paragraph 92. As required pursuant to IAS 37 in connection with the paragraph 92 exemption, the Company has provided in Note 26 to its consolidated financial statements the required disclosure of the
general nature of the dispute and the fact that, and the reason why, the generally required information has not been disclosed. In consideration of the foregoing, the Company believes it has made the requisite disclosures in accordance with IAS 37.

 *    *    *    *

Mr. Larry Spirgel

 -
 4
 -

 In connection with responding to the Staff’s comments, the Company hereby
acknowledges that:

•

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

•

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

•

 the Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 Thank you again for your time. Please feel free to contact Michael G.
DeSombre of Sullivan & Cromwell (tel: (+852) 2826 8696; fax: (+852) 2826 1774; e-mail: desombrem@sullcrom.com), or the undersigned by phone at (+632) 816 8534 or by e-mail at jacabal@pldt.com.ph, with any questions you may
have.

Sincerely,

 /s/ June Cheryl A. Cabal-Revilla

June Cheryl A. Cabal-Revilla

First Vice President and Controller

cc:
Terry French, Accounting Branch Chief

 Leigh Ann Schultz

 (Securities and Exchange Commission)

Napoleon L. Nazareno, President and Chief Executive Officer

 Ma. Lourdes C. Rausa-Chan, Senior Vice President and Corporate Secretary

 Anabelle
Lim-Chua, Senior Vice President and Treasurer

 (Philippine Long Distance Telephone Company)

Michael G. DeSombre

 Frank Yihe Jin

 (Sullivan & Cromwell)

CORRESP
1
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Correspondence

 July 25, 2012

 Via EDGAR

 Mr. Larry Spirgel

 Assistant Director

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

United States of America

Re:
Philippine Long Distance Telephone Company

 Annual Report on Form 20-F for the Fiscal Year

 ended December 31, 2011
filed on March 28, 2012 (File No. 001-03006)

 Dear Mr. Spirgel:

Philippine Long Distance Telephone Company (the “Company”) has received a comment letter from the staff of the Division of
Corporation Finance (the “Staff”), dated July 12, 2012. The comment letter is related to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011 (the “Form 20-F”), which was filed with
the United States Securities and Exchange Commission on March 28, 2012. We wish to thank you and the other members of the Staff for providing us with your comments.

 The Company notes that the Staff has requested that the Company either (i) respond to the Staff’s comments within 10 business days or (ii) inform the Staff as to when the Company will
provide a response to the comments. The Company has carefully reviewed and considered the Staff’s comments and is in the process of preparing a response to the comments. The Company contacted Ms. Leigh Ann Schultz over the phone on
July 24, 2012 to discuss the time extension to file its response to the comment letter. Based on that discussion, the Staff has preliminarily agreed to extend the time to respond to the Staff’s comments to August 9, 2012.

Thank you again for your time. Please feel free to contact Michael G. DeSombre of Sullivan & Cromwell (tel:
(+852) 2826-8696; fax: (+852) 2826-1774; e-mail: desombrem@sullcrom.com), or the undersigned by phone at (+632) 816-8534 or by e-mail at jcfurigay@pldt.com.ph, with any questions you may have.

Mr. Larry Spirgel

 -
 2
 -

Sincerely,

 /s/ June Cheryl Cabal-Revilla

June Cheryl Cabal-Revilla

First Vice President and Controller

cc:
Terry French, Accounting Branch Chief

 Leigh Ann Schultz

 (Securities and Exchange Commission)

Napoleon L. Nazareno, President and Chief Executive Officer

 Anabelle Lim-Chua, Senior Vice President and Treasurer

 Ma. Lourdes C. Rausa-Chan,
Senior Vice President and Corporate Secretary

 (Philippine Long Distance Telephone Company)

Michael G. DeSombre

 Frank Yihe Jin

 Jingqiu (Joseph) Mei

(Sullivan & Cromwell)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 July 12, 2012

Via E -mail
Ms. Ma . Lourdes C. Rausa -Chan
Senior Vice President, Corporate Affairs and
Legal Services Head and Corporate Secretary
Philippine Long Distance Telephone Company
Ramon Cojuangco Building
Makati Avenue
Makati City, Philippines

Re: Philippine Long Distance Telephone Company
Form 20-F
Filed March  28, 201 2
File No. 001-03006

Dear  Ms. Rausa -Chan :

 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 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.

Form 20 -F for the fiscal year ended December  31, 2011

Notes to Consolidated Financial Statements

Note 2 6.  Provisions and Contingencies, page 288

Ms. Ma. Lourdes Rausa -Chan
Philippine Long Distance Telephone Company
July 12, 201 2
Page 2

 1. We refer to your disclosure in the last sentence of the note on page 294 indicating
that certain disclosures required by IAS 37 were not provided as it may prejudice
your position in ongoing claims, litigations and assessments.  IAS 37, paragraph
92, indicates that the omission of the required disclosures may occur in extremely
rare cases.  In that regard, tell us the reason why you are unable to provide all of
the required disclosures in aggregate by class.  Also tell us the aggregate amount
of provisions you have accrued as of December 31, 2011 and 2010 related to
contingencies.

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 the information the Securi ties
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 company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they hav e made.

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

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

 staff comments or changes to disclosure in respons e 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 defense in any proceeding
initiated by the Commission or any person under the federal securities laws  of the
United States.

You may contact Leigh Ann Schultz at (202) 551 -3628 or Terry French ,
Accounting Branch Chief , at (202) 551 -3828 if you have questions regarding these
comments.  You may also contact me at (202) 551 -3815 with any other questions.

Sincerely,

/s/ Terry French for

Larry Spirgel
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

August 26, 2009
  Via U.S. Mail and facsimile to 011-632-810-7138

 MA. LOURDES C. RAUSA-CHAN  Senior Vice President, Corporate Affairs and  Legal Services Head and Corporate Secretary Philippine Long Distance Telephone Company    Ramon Cojuangco Building Makati Avenue Makati City, Philippines
 Re: Philippine Long Distance Telephone Company
Form 20-F for the fiscal year ended December 31, 2008
  Filed April 2, 2009
  File No. 001-03006

Dear Mr. Rausa-Chan:
We have completed our review of your Form 20-F and, at this time, have no
further comments.            S i n c e r e l y ,            / s /  R o b e r t  B a r t e l m e s  f o r          L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

CORRESP

August 20, 2009

Via EDGAR

Mr. Larry Spirgel,

Assistant Director, Disclosure Operations Offices

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

United States of America

    Re:
    Philippine Long Distance Telephone Company

Annual Report on Form 20-F for the Fiscal Year ended December 31, 2008

Filed April 2, 2009

File No. 001-03006

Dear Mr. Spirgel:

This is in response to the Staff’s comment letter dated August 14, 2009, relating to the
annual report on Form 20-F of Philippine Long Distance Telephone Company (the “Company”) for the
fiscal year ended December 31, 2008, which was filed with the Securities and Exchange Commission on
April 2, 2009.

For your convenience, we have included your comment in this response letter in italicized form
and keyed our response accordingly. Our response to the comment is as follows.

Item 16A. Audit Committee Financial Expert, page 135

    1.

    Disclose in future filings why you do not have an audit committee financial expert.

We supplementally confirm that we will disclose in future filings why we do not have an audit
committee financial expert if we provide in future filings the disclosure required by paragraph
(a)(1)(ii) of “Item 16A. Audit Committee Financial Expert” of Form 20-F.

In connection with responding to the Staff’s comment, the Company hereby acknowledges that:

    •

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

    •

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

    •

    the Company may not assert the Staff’s comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Thank you again for your time. Please feel free to contact us at +632-888-0188 with any
questions you may have.

Very truly yours,

/s/ Ma. Lourdes C. Rausa-Chan

Ma. Lourdes C. Rausa-Chan

Senior Vice President, Corporate

Affairs and Legal Services Head and

Corporate Secretary

    cc:

    Ajay Koduri

(Securities and Exchange Commission)

Christopher H. Young

Ms. Anabelle L. Chua

June Cheryl A. Cabal

(Philippine Long Distance Telephone Company)

John D. Young, Jr.

Michael G. DeSombre

Urs Fankhauser

(Sullivan & Cromwell LLP)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
August 14, 2009
  Via U.S. Mail and facsimile to 011-632-810-7138

 MA. LOURDES C. RAUSA-CHAN  Senior Vice President, Corporate Affairs and  Legal Services Head and Corporate Secretary Philippine Long Distance Telephone Company    Ramon Cojuangco Building Makati Avenue Makati City, Philippines
 Re: Philippine Long Distance Telephone Company
Form 20-F for the fiscal year ended December 31, 2008
  Filed April 2, 2009
  File No. 001-03006

Dear Mr. Rausa-Chan:
We have reviewed your Form 20-F and have the following comment.  If you
disagree with the comment, we will consider your explanation as to why it is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.
 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 comment or on 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 the Fiscal Year ended December 31, 2008

Item 16A.  Audit Committee Financial Expert, page 135

1. Disclose in future filings why you do not have an audit committee financial expert.

Please respond to this comment within 10 business days of the date of this letter
or tell us by when you will provide us with a response.  Please furnish a letter that keys your response to our comment and provides any requested information.  Detailed letters

MA. LOURDES C. RAUSA-CHAN
Philippine Long Distance Telephone Company    August 14, 2009 Page 2
    greatly facilitate our review.  Please file your letter over EDGAR.  Please understand that we may have additional comments after reviewing your response to our comment.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all of the information investors require for an informed decision.  Since the company and its management are in possession of all of the 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;

• The 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
of the 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.
Please contact Ajay Koduri, Attorney-Adviser, at (202) 551-3310 or me at (202)
551-3354 with any questions.          S i n c e r e l y ,            / s /  R o b e r t  B a r t e l m e s          L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

ResponseLetter_Blye

                                                                                                January
29, 2007

Via EDGAR

Ms. Cecilia
D. Blye, Chief

Office of Global Security Risk

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

United States of America

Re:       Philippine Long Distance
Telephone Company

            Annual Report on Form
20-F for the Fiscal Year ended December 31, 2005

Filed June 29, 2006

File No. 1-03006

Dear Ms. Blye:

This is in response to the Staff’s comment letter dated
December 21, 2006, relating to the annual report on Form 20-F of Philippine
Long Distance Telephone Company (the “Company”) for the fiscal year ended
December 31, 2005 (the “2005 Form 20-F”), which was filed with the Securities
and Exchange Commission on June 29, 2006.

We wish to thank you and the other members of the Staff
for taking the time to review the Form 20-F and for providing us with your helpful
comments.

For your convenience, we have included your comments in
this response letter in italicized form and keyed our responses accordingly.
Our responses to the comments are as follows.

General

1.
The disclosure in the Form 20-F under “Business” – “Cellular Service” –
“Rates and Discounts” identifies Cuba as one of the destinations all Smart
subscribers may dial directly.  The “Products and Services” section of your
website provides, under “Customer Service,” international direct distance
dialing country codes for countries including Cuba, Iran, North Korea, Sudan and Syria.  Each of these five countries is identified as a state sponsor of
terrorism by the U.S. State Department, and is subject to U.S. economic sanctions and export controls.  Your Form 20-F includes no other information regarding
contacts with Cuba, and no information regarding contacts with any other of
these countries.

Please clarify for us whether you and/or your
subsidiaries provide subscribers with direct dial or other access to Iran, North Korea, Sudan and Syria, as well as Cuba.  Describe to us the nature and extent of your
past, current, and anticipated contacts with each of these countries, whether
through subsidiaries or other direct or indirect arrangements.  Your response
should describe any agreements, commercial arrangements or other contacts with
the governments of these countries or entities controlled by their governments.

During their ordinary course of business, the Company and
its subsidiaries have entered into numerous bilateral interconnection
agreements with foreign telecommunication operators providing for settlement mechanisms
in respect of telecommunications traffic terminated on the respective operators’ networks, including an
interconnection arrangement between the Company and the Telecommunications
Company of Iran (“TCI”) (the “Iran Interconnection Arrangement”).

Under the Iran Interconnection Arrangement, total incoming
long distance call minutes in 2005 totaled 2,538,247 minutes, which accounted
for approximately 0.0698% of the Company’s total incoming international long
distance call minutes in 2005.  The Company believes that substantially all of
this call traffic is between Filipinos working in Iran and their friends and families
in the Philippines. In each of the past three fiscal years the settlements
under the Iran Interconnection Arrangement resulted in net payments being due from
TCI to PLDT because of the greater volume of incoming long distance call
minutes from Iran compared to outgoing call minutes to Iran in each of these
fiscal years.

Other than the Iran Interconnection Arrangement, the
Company and its affiliates have no agreements or commercial arrangements,
direct or indirect, with any telecommunications operators in or the governments
of any of Iran, North Korea, Sudan, Syria and Cuba (the “Specified Countries”)
or entities controlled by these governments.  The Company also confirms that
none of its subsidiaries in the United States has been or is involved in
providing any telecommunication services to any of the Specified Countries. In
addition, the Company has no prior or existing operations within any of the Specified
Countries and it does not anticipate any future operations within any of the Specified
Countries.

Although subscribers of PLDT and its subsidiaries, subject
to their respective calling plans, are provided with direct dialing services to
more than 200 foreign destinations, including the Specified Countries, neither
the Company nor any of its subsidiaries maintains direct interconnection
arrangements in respect of calls to and from the Specified Countries, except
for the Iran Interconnection Arrangement.   Instead, such calls are routed through
one of the Company’s three international gateway switching exchanges to and
from submarine and satellite systems and other network and interconnection
facilities maintained by third party operators.

For outgoing direct dialed calls, the Company is able to
identify the call destination by tracking the respective country codes as
dialed.  However, for incoming calls, the Company is not provided with and is
unable to obtain origination country data – the Company tracks numbers of
incoming calls and incoming minutes for purposes of charging call termination
fees for incoming traffic through the gateways, but these are not segregated by
origination country.  Nevertheless, based on both the overall ratio of incoming
to outgoing international call minutes for the Company and its subsidiaries
taken as a whole, as well as data compiled from bilateral interconnection
arrangements relating to countries other than the Specified Countries (as well
as data compiled in respect of the Iran Interconnection Arrangement), the
Company considers it to be likely that (i) incoming minutes exceed outgoing
minutes for each of the Specified Countries and (ii) if the Company had
bilateral interconnection arrangements with each of the Specified Countries,
the Company would be a net recipient of payments under all of such
arrangements.

The Company supplementally advises the Staff that total
outgoing long distance call minutes for the Company and its subsidiaries in
2005 totaled 200,262 minutes, 4,130 minutes, 163,459 minutes, 240,873 minutes,
and 8,186 minutes, for Iran, North Korea, Sudan, Syria and Cuba, respectively,
which accounted for approximately 0.0633%, 0.0013%, 0.0516%, 0.0761% and 0.0026%
of the Company’s total outgoing international long distance call minutes in
2005, respectively.  For the first eleven months of 2006, similar data were
observed.

Moreover, the Company respectfully notes that U.S. telecommunications
carriers, which, unlike the Company, are U.S. persons subject to U.S. economic
sanctions administered by the Office of Foreign Assets Control under the U.S.
Department of the Treasury (“OFAC”), are generally permitted to engage in
transactions that are incident to the receipt or transmission of
telecommunications involving the Specified Countries (see 31 C.F.R.
§500.571; 31 C.F.R §538.512 and 31 C.F.R §515.418).  All of the Company’s (and
its subsidiaries’) outgoing or incoming call minutes to and from these
countries are incident to the Company’s regular telecommunication services.  In
addition, the Company notes that TCI is not among the Iranian entities that
have been included in the specially designated nationals list published and
maintained by OFAC, including those Iranian entities that were designated under
the program of non-proliferation of weapons of mass destruction.  Moreover, the
Company has no knowledge or reasonable cause to believe that any of the
payments in connection with such telecommunications traffic involve
any fund transfers
that would pose a risk of furthering terrorist acts in or against the United
States (as noted above, the Company is a net payee under the Iran
Interconnection Arrangement and it believes it would likely be a net payee if
it had direct bilateral interconnection agreements in respect of the other
Specified Countries).  Therefore, the Company believes that its business
activities in connection with the telecommunications traffic with such
countries would generally be in compliance with OFAC regulations, if such
regulations were applicable to the Company (although the Company
recognizes that all such activities may not be expressly permitted under the
OFAC regulations in respect of all of the Specified Countries).

2.
Please discuss the materiality of the business activities or other
contacts described in response to the foregoing comment, and whether they
constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the dollar amounts of any
associated revenues, assets, and liabilities for the last three complete fiscal
years and any fractional period thereafter.  Please also address materiality in
terms of qualitative factors that a reasonable investor would deem important in
making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.

We note, for example, that Arizona and Louisiana have adopted legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or permitting
divestment of state pension fund assets from, companies that do business with
countries identified as state sponsors of terrorism. The Missouri Investment
Trust has established an equity fund for the investment of certain state-held
monies that screens out stocks of companies that do business with
U.S.-designated state sponsors of terrorism.  The Pennsylvania legislature has
adopted a resolution directing its Legislative Budget and Finance Committee to
report annually to the General Assembly regarding state funds invested in
companies that have ties to terrorist-sponsoring countries.  California,
Connecticut, Illinois, Maine, Oregon and New Jersey have adopted, and other
states are considering, legislation prohibiting the investment of certain
assets in, and/or requiring the divestment of certain state assets from,
companies that do business with Sudan.  Harvard University, Stanford
University, Yale University, the University of California and other academic
institution have adopted policies prohibiting investment in, and/or requiring
divestment from, companies that do business with Sudan.  Florida requires
issuers to disclose in their prospectuses any business contacts with Cuba or persons located in Cuba.  Your materiality analysis should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that
have operations associated with Cuba, Iran, North Korea, Sudan and Syria.

Your qualitative materiality analysis also should
address whether, and the extent to which, the governments of the referenced
countries, or entities controlled by those governments, receive cash or act as
intermediaries in connection with your operations.

The Company has carefully analyzed the materiality of the
business contacts described in its response to Comment 1 and concluded that
they do not constitute a material investment risk for its security holders.

The Iran Interconnection Arrangement is only one of many
contractual arrangements, including interconnection agreements and traffic
termination agreements that the Company has entered into in the course of its
ordinary business and in line with regular international telecommunication
industry practice.  As discussed in response to Comment 1, other than the Iran
Interconnection Arrangement, neither the Company nor any of its subsidiaries maintains
direct interconnection arrangements in respect of call minutes to and from the
Specified Countries.  Neither the Company nor any of its subsidiaries has any
manufacturing, marketing, sales or distribution facilities in any of the Specified
Countries, nor do they employ any person in these countries.  Moreover, the
Company has no direct or indirect subsidiaries, joint venture interests or
other investments in any of the Specified Countries and does not sell telecommunication
products or technology into any of the Specified Countries.  As noted
above, in recent years, the Company has received net payments from,
rather than making net payments to, TCI under the Iran Interconnection
Arrangement and, for the reasons indicated above, the Company considers it to
be likely that (i) incoming minutes exceed outgoing minutes for each of the
Specified Countries and (ii) if the Company had bilateral interconnection
arrangements with each of the Specified Countries, the Company would be a net
recipient of payments under all of such arrangements.  Nevertheless, to the
extent that any net payments made by the Company under its international
gateway arrangements happen to indirectly be paid to operators in the Specified
Countries, the Company has no knowledge or reasonable cause to believe that any
such payments involve fund transfers to the governments of the Specified
Countries, or entities controlled by the governments thereof. Neither the
Company nor any of its subsidiaries is a party to contractual or other business
arrangements with the Specified Countries nor entities controlled by the
governments thereof. In sum, the Company does not believe that the qualitative
nature of the Iran Interconnection Arrangement and the telecommunications traffic in the
ordinary course of business with the Specified Countries would be considered
significant by a reasonable investor.

On a quantitative basis, the Company does not believe its
telecommunications
traffic with telecommunications carriers in the Specified Countries, including
under the Iran Interconnection Arrangement, are material. The Company has not
undertaken a detailed quantitative analysis of call data for 2004, 2003 or
prior years in this regard, but it has no reason to believe that historic
trends are significantly different from the data observed for 2005 and the
first eleven months of 2006.

Under the Iran Interconnection Arrangement, total incoming
long distance call minutes in 2005 totaled 2,538,247 minutes, which accounted
for approximately 0.0698% of the Company’s total incoming international long
distance call minutes in 2005.  The telecommunications traffic under the Iran
Interconnection Arrangement resulted in net receivables of PLDT from TCI under
the settlement mechanism of the Iran Interconnection Arrangement of Php24,609,196
(or US$485,165) in 2005, representing 0.0199% of the Company’s consolidated
operating revenues and 0.2011% of the Company’s total international long
distance service revenues for 2005.  For the first eleven months of 2006,
similar data were observed.

 As discussed in response to Comment 1, the Company is
only able to quantify outgoing, but not incoming, telecommunications traffic
with the Specified Countries other than Iran.  However, for the reasons
indicated above, the Company considers it to be likely that (i) incoming
minutes exceed outgoing minutes for each of the Specified Countries and (ii) if
the Company had bilateral interconnection arrangements with each of the
Specified Countries, the Company would be a net recipient of payments under all
of such arrangements.  Moreover, based on the level of outgoing traffic to
these countries, the Company considers it likely that the level of incoming
traffic is immaterial on a quantitative basis compared to total incoming call
minutes and minutes.

On an aggregate basis, total outgoing long distance call
minutes in 2005 to the Specified Countries totaled 616,910 minutes, which accounted
for 0.1948% of the Company’s total outgoing international long distance call
minutes in 2005.  Total revenue related to outgoing long distance call minutes
in 2005 to the Specified Countries totaled Php6,341,983 or (US$115,131),
representing 0.0051% of the Company’s consolidat

CORRESP
1
filename1.htm

                                                                                    January
9, 2007

Via EDGAR (Correspondence) and Fax

Ms.
Cecilia D. Blye, Chief

Office of Global Security Risk

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

United States of America

Re:       Philippine Long Distance
Telephone Company Limited

            Annual Report on Form
20-F for the Fiscal Year ended December 31, 2005

Filed June 29, 2006

File No. 1- 03006

Dear Ms. Blye:

We refer to our letter, dated December 29, 2006, in which
we acknowledged that Philippine Long Distance Telephone Company Limited (the
“Company”) received on December 27, 2006 the comment letter from the
staff dated December 21, 2006 relating to the Company’s Annual Report on Form
20-F for the fiscal year ended December 31, 2005 (the “Form 20-F”), and sought
an extension for our response to January 15, 2007.  The Company has determined
that it will need more time than initially anticipated to collect and analyze
the relevant data for its response, and now expects to be in a position to
provide a response on or about February 9, 2007.

Very truly yours,

/s/ Ma. Lourdes C. Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Senior Vice President

Corporate Affairs and Legal
Services Head and Corporate Secretary

cc:        Larry Spirgel

Terry French

Pradip Bhaumik

            (Securities and Exchange
Commission)

            Christopher H. Young

Ms. Anabelle L. Chua

June Cheryl C. Furigay

            (Philippine Long
Distance Telephone Company)

            John D. Young, Jr.

Michael G. DeSombre

Urs Fankhauser

(Sullivan & Cromwell LLP)

CORRESP
1
filename1.htm

letter_blye_12.29.06

December
29, 2006

Via EDGAR (Correspondence) and Fax

Securities
and Exchange Commission

Washington, D.C. 20549-5546

United
 States of America

Attention:
Ms. Cecilia D. Blye, Chief

Office of the Global Security Risk

 Division of Corporation Finance

Gentlemen:

We  refer to your letter
dated December 21, 2006, which we received on December 27, 2006, containing
certain comments on the Company’s Form 20-F for the fiscal year ended December
31, 2005.  In particular, you have requested us to provide supplemental information
relating to the Company’s contacts with Cuba and other countries, each of which
has been identified as a state sponsor of terrorism by the U.S. State
Department.

In view of the need to
review and discuss thoroughly pertinent documents on the matter and given the
extended yuletide holidays in the Philippines, we respectfully inform you that
we will be able to submit our response to your letter by January 15, 2007.

Thank you.

Very truly yours,

PHILIPPINE LONG DISTANCE
TELEPHONE COMPANY

/s/ Ma. Lourdes C.
Rausa-Chan

MA. LOURDES C. RAUSA-CHAN

Senior Vice President,
Corporate Affairs

and Legal Services Head
and Corporate Secretary

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      December 21, 2006

Via U.S. Mail and Facsimile (011-632-810-7138)

Ma. Lourdes C. Rausa-Chan
Senior Vice President, Corporate Affairs and
	Legal Services Head and Corporate Secretary
Philippine Long Distance Telephone Company
Ramon Cojuangco Building, Makati Avenue
Makati City, Philippines

	Re:	Philippine Long Distance Telephone Company
		Form 20-F for the Fiscal Year Ended December 31, 2005
		Filed June 29, 2006
		File No. 1-03006

Dear Ms. Rausa-Chan:

      We have limited our review of your Form 20-F for the fiscal
year ended December 31, 2005 to disclosure relating to your
contacts
with a country that has been identified as a state sponsor of
terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the
Assistant Director group with respect to other issues.  At this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. The disclosure in the Form 20-F under "Business" - "Cellular
Service" - "Rates and Discounts" identifies Cuba as one of the
destinations all Smart subscribers may dial directly.  The
"Products
and Services" section of your website provides, under "Customer
Service," international direct distance dialing country codes for
countries including Cuba, Iran, North Korea, Sudan and Syria.
Each
of these five countries is identified as a state sponsor of
terrorism
by the U.S. State Department, and is subject to U.S. economic
sanctions and export controls.  Your Form 20-F includes no other
information regarding contacts with Cuba, and no information
regarding contacts with any other of these countries.
Please clarify for us whether you and/or your subsidiaries provide
subscribers with direct dial or other access to Iran, North Korea,
Sudan and Syria, as well as Cuba.  Describe to us the nature and
extent of your past, current, and anticipated contacts with each
of
these countries, whether through subsidiaries or other direct or
indirect arrangements.  Your response should describe any
agreements,
commercial arrangements or other contacts with the governments of
these countries or entities controlled by their governments.
2. Please discuss the materiality of the business activities or
other
contacts described in response to the foregoing comment, and
whether
they constitute a material investment risk for your security
holders.
You should address materiality in quantitative terms, including
the
dollar amounts of any associated revenues, assets, and liabilities
for the last three complete fiscal years and any fractional period
thereafter.  Please also address materiality in terms of
qualitative
factors that a reasonable investor would deem important in making
an
investment decision, including the potential impact of corporate
activities upon a company`s reputation and share value.

We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism.  The Pennsylvania legislature has adopted a
resolution directing its Legislative Budget and Finance Committee
to
report annually to the General Assembly regarding state funds
invested in companies that have ties to terrorist-sponsoring
countries.  California, Connecticut, Illinois, Maine, Oregon and
New
Jersey have adopted, and other states are considering, legislation
prohibiting the investment of certain state assets in, and/or
requiring the divestment of certain state assets from, companies
that
do business with Sudan.  Harvard University, Stanford University,
Yale University, the University of California and other academic
institutions have adopted policies prohibiting investment in,
and/or
requiring divestment from, companies that do business with Sudan.
Florida requires issuers to disclose in their prospectuses any
business contacts with Cuba or persons located in Cuba.  Your
materiality analysis should address the potential impact of the
investor sentiment evidenced by such actions directed toward
companies that have operations associated with Cuba, Iran, North
Korea, Sudan and Syria.

Your qualitative materiality analysis also should address whether,
and the extent to which, the governments of the referenced
countries,
or entities controlled by those governments, receive cash or act
as
intermediaries in connection with your operations.

* * * * *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the 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 the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, 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.

      Please understand that we may have additional comments after
we
review your response to our comments.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Larry Spirgel
		Assistant Director
		Division of Corporation Finance

		Terry French
		Accounting Branch Chief
		Division of Corporation Finance

Ma. Lourdes C. Rausa-Chan
Philippine Long Distance Telephone Company
December 21, 2006
Page 1

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