CONFORMED COPY

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the month of May, 2006

Commission File Number: 001-09531

 

Telefónica, S.A.

(Translation of registrant's name into English)

Gran Vía, 28

28013 Madrid, Spain

3491-459-3050

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

X

  

Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes

   

No

X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes

   

No

X

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes

   

No

X

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

 

 

 

Telefónica, S.A.

 

TABLE OF CONTENTS

 

Item

  

Sequential Page Number
     

1.

Clarifications on 2005 Corporate Governance Report

3
     
     

 

 

 

TELEFÓNICA, S.A hereby reports the following:

With regard to the Report on Corporate Governance of Telefónica S.A, for year 2005 sent on May 12th, 2006 the following clerical mistakes should be considered:

  1. On page 3 (paragraph A.3.) and on page 9 (paragraph B.1.2) where it states the date of the last appointment for Mr Antonio Viana Baptista as "04-02-2000", it should read: "31-05-2005".

  2. On page 14 (paragraph B.1.10.) where it states: "number of beneficiaries = 60", it should read: "number of beneficiaries = 12".

 

 

Madrid, May 17th, 2006

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   

Telefónica, S.A.

Date:

May 17th, 2006

  

By:

/s/ Ramiro Sánchez de Lerín García- Ovies
       

Name:

Ramiro Sánchez de Lerín García- Ovies
       

Title:

General Secretary and Secretary to the Board of Directors