UNITED STATES

                             SECURITIES AND EXCHANGE COMMISSION
                                        WASHINGTON ,    D . C . 20549



     DIVISION OF
CORPORATION FINANCE




                                                              July 30, 2019

Laura Abasolo Garc a de Baquedano
Chief Finance and Control Officer
Telefonica S.A.
Distrito Telef nica, Ronda de la Comunicaci n, s/n
28050 Madrid, Spain

         Re: Telefonica S.A.
             Form 20-F for the Year Ended December 31, 2018
             Fied February 21, 2019
             File No. 001-09531

Dear Ms. Abasolo Garc a de Baquedano:

       We have reviewed your filing 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 Year Ended December 31, 2018

2018/ 2017 Consolidated Results, page 42

1.      Refer to your Consolidated Results hereunder, 2018 Highlights on page
39, and Trend
        Information on page 125. Your presentation and discussion of the
Consolidated
        Results, OIBDA Margin, OIBDA, OIBDA-CapEx, and OIBDA-Capex excluding
        spectrum acquisitions (page 126) are not consistent with the guidance
in Q&A 102.10 of
        the CD&I on Non-GAAP Financial Measures (April 4, 2018). Please revise
in future
        filings.
2.      We also note your reference to Operating Cash Flow or OpCF, a term
which you use
        interchangeably with OIBDA - CapEx. Please note that "Operating Cash
flow" is the
        same as, or confusingly similar to, "Net cash flow provided by
operating activities," which
        is a GAAP financial measure. Please remove the reference in future
filings. Refer to Item
        10(e)(ii)(E) of Regulation S-K.
 Laura Abasolo Garc a de Baquedano
Telefonica S.A.
July 30, 2019
Page 2


         Additionally, it appears to us that OIBDA-CapEx is intended as a
liquidity measure. If so,
         please reconcile it to "Net cash flow provided by operating
activities," which is its most
         comparable GAAP measure. Include it, along with OIBDA - CapEx
excluding spectrum
         acquisitions, among the non-GAAP measures reported on page 108.
Item 8. Financial Information
(a) Legal Proceedings , page 139

3.       Tell us how you considered disclosure of Perseverance' legal and
compensatory claims
         against Telefonica Vivo, the Company's counterclaims and recent case
developments
         pursuant to the requirements for Item 8.A.7 of the Form 20-F.
Note 26. Other Information, page F-116

4.       We note various newspaper articles referring to a Superior Court of
Justice decision
         against Telefonica Vivo in favor of Perseverance. For example, see

https://t
ranslate.google.com/translate?hl=en&sl=pt&u=https://www.reporterdiario.com.br/
         noticia/2587796/ex-revendedor-de-celular-leva-vivo-a-cvm/&prev=search.
These
         articles discuss a potential charge of up to R $47 billion. In regard
to this case, tell us how
         you considered the guidance in paragraphs 14, 28, 86 and 91 of IAS 37.


        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 Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or
Inessa Kessman, Senior Staff Accountant at (202) 551-3371 if you have questions
regarding
comments on the financial statements and related matters.



FirstName LastNameLaura Abasolo Garc a de Baquedano Sincerely,
Comapany NameTelefonica S.A.
                                                    Division of Corporation
Finance
July 30, 2019 Page 2                                Office of
Telecommunications
FirstName LastName