UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 4)*
 

Telefónica, S.A.
(Name of Issuer)
 
Ordinary Shares
(Title of Class of Securities)
 
87938220
(CUSIP Number)
 
Javier Malagón Navas
Authorized Representative of
Banco Bilbao Vizcaya Argentaria, S.A.
Paseo de la Castellana 81, 20th Floor
28046 Madrid
Spain
011-34-91-537-8172
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 30, 2006
(Date of Event which Requires Filing of this Statement)
 

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o.

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.


     * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



1 of 6 Pages





CUSIP No. 87938220 13D  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Banco Bilbao Vizcaya Argentaria, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 SOURCE OF FUNDS*

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o 
6 CITIZENSHIP OR PLACE OF ORGANIZATION

     Kingdom of Spain
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 		7 SOLE VOTING POWER

342,585,354
8 SHARED VOTING POWER

Not applicable
9 SOLE DISPOSITIVE POWER

342,585,354
10 SHARED DISPOSITIVE POWER

Not applicable.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 342,585,354
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.96%
14 TYPE OF REPORTING PERSON*

BK
*See response to Item 3

2 of 6 Pages





   Item 1. Security and Issuer

     Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) hereby amends and supplements its Report on Schedule 13D, originally filed on February 7, 2000 (as heretofore amended and supplemented, the “Schedule 13D”) with respect to the purchase of ordinary shares of €1.00 par value (the “Shares”) of Telefónica, S.A. (the “Company”). Unless otherwise indicated, capitalized terms used in this Amendment No. 4 (the “Amendment”), but not defined herein, shall have the meaning assigned to such term in the Schedule 13D.

     This Amendment to the Schedule 13D is being filed to correct a typographical error on the cover page of Amendment No. 3 to the Schedule 13D, filed on July 19, 2006, which incorrectly reported the percentage of Shares of the Company beneficially owned by BBVA in a manner inconsistent with the percentage set forth in the body of Amendment No. 3. The cover page of this Amendment correctly sets forth BBVA’s beneficial ownership of Shares of the Company as of June 30, 2006 in a manner consistent with the percentage set forth in the body of Amendment No. 3.

   Item 2. Identity and Background.

     Item 2 of the schedule 13D is hereby amended and supplemented by the following information:

     The person filing this statement is Banco Bilbao Vizcaya Argentaria, S.A., whose principal business office is located at Paseo de la Castellana 81, 28046 Madrid, Spain. The names, addresses, occupations and citizenship of the executive officers and directors of BBVA are set forth on Annex A hereto.

3 of 6 Pages




SIGNATURE

      After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 11, 2006

Banco Bilbao Vizcaya Argentaria, S.A.
     
By:    /s/ Javier Malagón Navas
  Name:   Javier Malagón Navas
  Title:   Authorized Representative of Banco
    Bilbao Vizcaya Argentaria, S.A.

4 of 6 Pages




Annex A

DIRECTORS AND EXECUTIVE OFFICERS OF BBVA

     The following table sets forth the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each director and executive officer of BBVA. Unless otherwise indicated, the business address of each such person is c/o Banco Bilbao Vizcaya Argentaria, S.A. at Plaza de San Nicolás 4, 48005 Bilbao, Spain, and all the directors and executive officers are citizens of the Kingdom of Spain except for Richard C. Breeden who is a citizen of the United States of America.

  PRESENT PRINCIPAL
DIRECTORS OF BBVA   OCCUPATION
Francisco González Rodríguez   Chairman and Chief Executive Officer BBVA.
   
José Ignacio Goirigolzarri Tellaeche   President and Chief Operating Officer BBVA.
   
Tomás Alfaro Drake   Director of Business Management and Administration and Business Sciences programs at Universidad Francisco de Vitoria.
   
Juan Carlos Álvarez Mezquíriz   Managing Director, Grupo Eulen; Director, Bodegas Vega Sicilia, S.A.
   
Richard C. Breeden   Chairman, Richard C. Breeden & Co.
     
Ramón Bustamante y de la Mora   Director, Ctra. Inmo. Urba. Vasco-Aragonesa, S.A.
   
José Antonio Fernández Rivero   Director of BBVA.
     
Ignacio Ferrero Jordi   Chairman, Nutrexpa, S.A. Director La Piara S.A.; Director Lladró Comercial S.A.
   
Román Knörr Borrás   Chairman, Carbónicas Alavesas, S.A.; Director, Mediasal 2000, S.A. and President of the Alava Chamber of Commerce.
   
Ricardo Lacasa Suárez   Director of BBVA and Chairman of the Audit and Compliance Committee.
   
Carlos Loring Martínez de Irujo   Director of BBVA.
     
José Maldonado Ramos   Director and General Secretary BBVA.
     
Enrique Medina Fernández   Director and Secretary, Sigma Enviro, S.A.
   
Susana Rodríguez Vidarte   Dean of Deusto “La Comercial” University since 1996.
   
Telefónica, S.A.   General Director Telefónica, S.A.
Represented by Mr. Angel Vilá Boix  
     
EXECUTIVE OFFICERS OF BBVA   PRESENT EMPLOYMENT
José María Abril Pérez   Wholesale and Investment Banking.
     
Eduardo Arbizu Lostao   Head of Legal Department.

5 of 6 Pages



Ángel Cano Fernández   Human Resources and Services.
     
Manuel González Cid   Finance Division.
     
Manuel Méndez del Río   Risks.
     
Vitalino Nafría Aznar   Retail Banking Spain and Portugal.
     
Ignacio Sánchez-Asiaín Sanz   South America.
     
José Sevilla Álvarez   Head of the Office of the Chairman.
     
Javier Ayuso Canals   Corporate Communications.
     
Javier Bernal Dionis   Business Development and Innovation—Retail Banking Spain and Portugal.
   
José María García Meyer-Dohner   USA.
     
Jaime Guardiola Romojaro   Mexico.
     
Juan Asúa Madariaga   Smes and Large Companies.
     
Jose Barreiro Hernández   Global Operations.
     
Vicente Rodero Rodero   Comercial Banking Spain.

6 of 6 Pages