SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

November 29, 2002

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TABLE OF CONTENTS

Item

The Board of Directors approves strict norms on the control of information and financial-accounting

TELEFÓNICA IS A FORERUNNER IN THE APPLICATION OF THE SARBANES-OXLEY LAW OF GOOD CORPORATE GOVERNANCE

These measures aim to develop the highest degree of management quality and transparency

At its meeting held on November 28, the Board of Directors of Telefonica, S.A. approved new norms regarding the control of information and financial-accounting, applying the first regulations set forth in the Sarbanes-Oxley Law regarding good corporate governance, issued by the SEC.

The new norms revise and strengthen the existing controls applied by Telefonica, regarding the certifying and transparency of financial and accounting information, therefore permitting the Company to maintain its world-wide reputation for quality and transparency in the financial information it provides to the market.

These new norms regarding the accounting, reporting and control of the Group's financial-accounting information complete the actions taken recently by the Board of Directors of Telefonica in terms of good corporate governance, these being, for example, the introduction in October of the new Internal Code of Conduct (Code of Ethics), and the reorganising of all the Board's Committees, approved in June.

The measures approved yesterday introduce the internal mechanisms necessary to fulfill the requirements for the certifying of accounts by the Executive Chairman and the Chief Financial Officer. A clear scheme of responsibility has also been introduced regarding the reporting and drawing up of financial-accounting information, which also sets forth a mechanism that periodically tests the good-functioning of the control systems.

These new norms, which are breaking ground among Spanish companies, reflect a significant step forward within the framework of initiatives introduced by Telefonica as a consequence of the interest of the Company's managers and governance bodies to at all times achieve the highest degree of transparency and good corporate governance.

SIGNATURE

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.

Date: November 29, 2002