FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

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

of the Securities Exchange Act of 1934

For the month of ~~February~~March, 2007

Commission File Number: 001-14404

Telefónica del Perú S.A.A.

(Translation of registrant’s name into English)

Avenida Arequipa 1155

Santa Beatriz, Lima, Perú

(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 del Perú

TABLE OF CONTENTS

Item 1. Translation of a letter to CONASEV, dated February 822, 2007, regarding the ~~merger~~call ~~project~~for ~~between~~the ~~Telefónica~~Mandatory ~~del~~Annual ~~Perú~~Shareholder’s ~~S.A.A.~~Meeting and ~~Telefónica~~the ~~Empresas~~Special ~~Perú~~Class SB Shareholders’ Meeting.~~A.A.~~ 2. Translation of a ~~letter~~notice ~~to CONASEV, dated February 13, 2007,~~ regarding the ~~decisions~~special ~~adopted~~Class atB ~~the~~Shareholders’ ~~Board~~Meeting ofand ~~Directors~~Shareholders’ ~~meeting~~Meeting, ~~held~~dated on February 1223, 2007. 3. ~~Management~~Translation ~~report~~ of the ~~financial~~Motions ~~statements~~of ~~consolidated as to~~ the ~~fourth~~Mandatory ~~quarter~~Annual ofShareholders’ ~~2006~~Meeting.

Item 1

Lima, February 822, 2007

PUBLIC REGISTRY OF THE STOCK MARKET

NATIONAL SUPERVISORY COMMISSION

ON COMPANIES AND SECURITIES (CONASEV)

~~Dear Sirs~~Gentlemen:

In compliance with Article 28 of the Stock Market Law, ~~approved by Supreme Decree N° 093-2002-EF,~~ and CONASEV Resolution No. N° 107-2002-EF/94.10~~, enclosed to the present we submit a copy of the Public Deed of the~~ ~~merger project between~~ Telefónica del Perú S.A.A. ~~and~~hereby ~~Telefónica~~informs ~~Empresas~~you ~~Perú~~about ~~S.A.A. duly executed in~~ the ~~presence~~call offor the ~~Public~~Mandatory ~~Notary~~Annual ofShareholder’s ~~Lima,~~Meeting ~~Doctor~~and ~~Jaime~~the ~~Murguía~~Special asClass ~~deposition~~B ofShareholders’ ~~its~~Meeting ~~inscription~~which inwill ~~the registry~~take ~~certificate~~place ofon ~~both~~March 23, ~~companies. At the same time~~2007, ~~we include the balances~~ at ~~closing~~9:00 and ~~opening~~9:15 ofhours, respectively ~~the~~at ~~fusion of the referred companies~~Av. ~~Finally~~Arequipa we1155, ~~comply~~Santa ~~with~~Beatriz, ~~indicating~~Lima. ~~that~~If ~~having prospered~~ the ~~registry~~mandatory ~~inscription~~quorum ofis ~~said~~not ~~fusion,~~reached ~~the procedure~~on ~~for~~such ~~the~~date, ~~exclusion of~~ the ~~shares~~Mandatories ofwill ~~Telefónica~~take ~~Empresas~~place ~~Perú~~on ~~S.A.A.~~March 27, ~~from~~2007 ~~the~~or ~~Public~~on ~~Registry~~April 2nd of2007, ~~the~~in ~~Stock~~second ~~Market~~and ~~will~~third ~~continue.~~citation, ~~Finally~~respectively, weto ~~indicate that~~ the ~~exchange~~same oftime ~~provisional~~and ~~shares~~place ~~performed~~indicated ~~acquires~~previously. ~~the~~These ~~quality~~meetings ~~of final~~will inrefer ~~merit~~ to the ~~indicated~~following ~~registry inscription.~~ matters:

WeSPECIAL ~~remain~~CLASS atB ~~your~~SHAREHOLDERS’ ~~service~~MEETING ~~for any additional information that can be required.~~

~~Sincerely,~~1. Designation of alternate’s directors on behalf of Class B shareholders to cover the vacancies produced.

~~Julia~~SHAREHOLDERS’ ~~María~~MEETING ~~Morales Valentín~~

~~Stock~~1. ~~Exchange~~Approval ~~Representative~~of the corporate management and economic results of financial year 2006.

~~Telefónica~~2. ~~del~~Application ~~Perú~~of Sprofits for 2006.~~A.A.~~

Annual compensation of the directors.

Authorization to the Board of Directors to designate the external auditors for 2006.

Amendment of Article 33 of the Company’s Bylaws to establish that the Board of Directors´ Meetings take place on a quarterly basis frequency for the celebration of the sessions of the Board of Directors.

In compliance with the Regulations on Important Events, Reserved Information and Other Communications, please find enclosed herewith the files containing the following information, which is available for the shareholders at the Board of Directors Secretariat:

•

Notice of the meeting to be published in the next few days in “El Peruano” and in another newspaper of major circulation in Lima.

•

Motions.

•

Annual Report of the Company corresponding to 2005 as well as the audited and consolidated financial statements of 2006.

•

Individual audited financial statements of the Company as of December 31, 2006, that includes the opinion signed by the associate responsible for external audit of the firm.

Sincerely,

Julia María Morales Valentín

Stock Market Representative

Telefónica del Perú S.A.A.

Item 2

~~Lima,~~TELEFONICA ~~February 13,~~DEL ~~2007~~PERU S.A.A.

~~PUBLIC~~NOTICE ~~REGISTRY~~ OF THE ~~STOCK~~SPECIAL ~~MARKET~~CLASS B SHAREHOLDERS’ MEETING AND SHAREHOLDERS’ MEETING

~~NATIONAL~~Pursuant ~~SUPERVISORY~~to ~~COMMISSION~~the provisions set forth in the Company’s Bylaws and in the General Corporations’ Law, a Special Class B Shareholders’ Meeting and a Shareholders’ Meeting is hereby called to be held, on first notice, on March 23, 2007, at 9:00 and 9:15 hours, respectively at Av. Arequipa 1155, Santa Beatriz, Lima.

ONPURPOSE ~~COMPANIES~~OF ~~AND~~THE ~~SECURITIES~~MEETING ~~(CONASEV)~~

~~Dear~~SPECIAL ~~Sirs:~~CLASS B SHAREHOLDERS’ MEETING

~~According~~• toElection ~~Article 28~~ of ~~the~~alternate ~~Peruvian~~directors ~~Capital~~on ~~Markets~~behalf Law and regarding the Rules related to Key Events, Private Information and other Communications approved by CONASEV Resolution No. 107-2002-EF/94.10, Telefónica del Perú S.A.A. informs you that yesterday, the Board of ~~Directors adopted~~ the ~~following~~Class ~~decisions~~B ~~which are considered key events:~~ shareholders.

•SHAREHOLDERS’ ~~Presentation~~MEETING of the consolidated and non-consolidated financial statements of the company for the fourth quarter of 2006 and annual preliminary – which will be duly registered through the MVNet system today. Find enclosed the management report of the financial statements consolidated as to the fourth quarter of 2006.

• ~~Delegated~~Approve ~~faculties in~~ the ~~Executive~~corporate ~~President,~~management ~~the Chief Executive Officer, the General Secretary~~ and ~~the~~economic ~~Central~~results ~~Manager~~ of ~~Finances~~financial soyear that any of them may determine the date, place and hour of execution of the Special Class B Shareholders’ Meeting and of Annual Shareholders’ Meeting, for Shareholders in first, second or third citation; establish the dates of respective registration; determine the agendas that will be treated in both meetings; arrange, according to law, the publication of the notices of respective assembly; formulate the motions and, in general, adopt the measures that turn out to be necessary or convenient for its normal development2006.

~~Sincerely,~~• Application of profits.

~~Julia María~~• ~~Morales~~Board ~~Valentín~~of Directors´ compensation.

~~Stock~~• ~~Exchange~~Delegation ~~Representative~~of faculties to the Board of Directors for the designation of external auditors for financial year 2007.

~~Telefónica~~• ~~del~~Amendment ~~Perú~~of ~~S.A.A.~~Article 33 of the Company´s Bylaws to establish that the Board Of Directors´ meetings take place on a quarterly basis.

If the Special Class B Shareholders´ Meeting and the Shareholders´ Meeting are not carried forward in the scheduled first date, they will take place in the same place and time considered for such meetings, on March 27 and April 2, on second and third notice, respectively.

Those who have the status of class B shareholders ten days prior to the Special Class B Shareholders´ meeting will be entitled to attend said meeting. Those who appear as shareholders at the referred time will be entitled to attend the Shareholders’ Meeting.

By virtue of the provisions set forth in the Company’s Bylaws, the shareholders may be represented by another person, for which purpose they must issue a power of attorney in writing with their signature legalized before a notary public, especially for the Class B Special Shareholders’ Meeting and for the Shareholders’ Meeting, unless the power of attorney has been issued through a public deed. The powers of attorney must be registered with the Secretary of the Board, located at Avenida Arequipa 1155, sixth floor, Santa Beatriz, Lima, no later than twenty-four hours prior to the time scheduled for the meetings, without considering within such time frame the hours corresponding to non-business-days.

The documentation relating to the business that will be transacted at the meeting shall be available to the shareholders of the Company at the Board of Directors Secretariat, located at Av. Arequipa 1155, 6th floor, Santa Beatriz, Lima.

Lima, February 23, 2007

The Board of Directors

Item 3

~~Quarterly~~MANDATORY ~~Results~~ANNUAL SHAREHOLDERS’ MEETING

~~Telefónica~~MOTION ~~del Perú S~~NO.~~A.A.~~ ~~and~~1 ~~Subsidiaries~~

~~October~~APPROVAL -OF ~~December~~THE ~~2006~~CORPORATE MANAGEMENT AND ECONOMIC RESULTS

OF FINANCIAL YEAR 2006

“THE BOARD OF DIRECTORS OF TELEFONICA DEL PERU S.A.A.”

WHEREAS, pursuant to the provisions contained in Article 221 of the General Corporations’ Law, the Board of Directors has prepared the Annual Report and the financial statements for financial year 2006;

WHEREAS, pursuant to the provisions contained in Articles 114 of the General Corporations’ Law and 16 of the Corporate Bylaws, the Mandatory Annual Shareholders’ Meeting must issue a statement on the corporate management and economic results of the Company expressed in the financial statements;

The Board of Directors proposes to the Mandatory Annual Shareholders’ Meeting the following

MOTION:

1. To approve the corporate management and the economic results of financial year 2006, which are expressed in the Annual Report and Audited Financial Statements.

~~Significant~~MANDATORY ~~Events~~ANNUAL SHAREHOLDERS’ MEETING

AMOTION ~~summary~~NO. ~~containing~~2 ~~the most significant events since September 2006 is presented below:~~

~~Merger~~APPLICATION ~~between~~OF ~~Telefónica~~PROFITS ~~del~~FOR ~~Perú~~2006 ~~S.A.A and Telefónica Perú Holding S.A.C. (TPH)~~

1.“THE ~~The~~BOARD ~~Board~~OF ofDIRECTORS ~~Directors’~~OF ~~meeting~~TELEFONICA ~~held~~DEL onPERU ~~October~~S.A.A.” ~~18, 2006, approved the following:~~

•WHEREAS, ~~Approve~~pursuant to the ~~merger~~provisions ~~project~~contained ~~between~~in ~~Telefónica~~Articles ~~del~~114 ~~Perú~~of ~~S.A.A.~~the General Corporations’ Law and ~~Telefónica~~16 ~~Perú~~of ~~Holding~~the ~~S.A.C.~~Corporate Bylaws, the Mandatory Annual Shareholders’ Meeting must resolve on the application of profits that may have been obtained during the financial year;

2.WHEREAS, ~~The~~as ~~following~~a ~~resolutions~~result of ~~were~~the ~~approved~~2006 atcorporate ~~the~~management ~~General~~a ~~Shareholders~~net profit of S/. 176,030,405.49 has been obtained after deducting workers’ ~~Meeting~~profit ~~held~~sharing onand ~~November~~the ~~16,~~respective ~~2006:~~taxes payable by law;

•WHEREAS, ~~The~~pursuant ~~merger~~to ~~project~~Article ~~between~~229 ~~Telefónica~~of ~~del~~the ~~Perú~~General ~~S.A.A~~Corporations’ ~~and~~Law, ~~Telefónica~~a ~~Perú~~minimum ~~Holding~~of ~~S.A.C,~~10% ~~through~~of ~~which~~the ~~Telefónica~~year’s ~~Perú~~distributable ~~Holding~~profits, ~~S.A.C.~~after ~~would~~deducting income tax, must be ~~fully~~allocated ~~incorporated~~to bylegal ~~Telefónica~~reserve, ~~del~~until ~~Perú~~it reaches ~~S.A.A.~~an amount equal to one-fifth of the share capital;

•WHEREAS, Ait ~~reduction~~is ofconvenient ~~the~~to ~~capital~~maintain ~~stock~~the offull ~~Telefónica del Perú in an~~ amount ~~equivalent to the total nominal value~~ of the ~~shares~~net ~~received~~profit ~~from~~obtained ~~Telefónica~~in financial ~~Perú~~year ~~Holding~~2006 ~~and~~in ~~issued~~the bycumulative ~~Telefónica~~results ~~del Perú~~account, asto abe ~~result~~applied ofon ~~the~~a ~~merger~~later date.

•The AsBoard ~~a result~~ of ~~the~~Directors ~~merger~~proposes the ~~capital~~following ~~stock of Telefónica del Perú was increased by S/. 1,425,068,614.44~~ to ~~S/. 2,727,843, 113.60, while~~ the ~~nominal~~Mandatory Annual ~~value~~Shareholders’ ~~of the shares was increased from S/~~Meeting. ~~0.77 to S/. 1.52.~~

3. On January 25th of 2007 the board of directors established the reduction of the nominal value of Telefónica shares from S/. 1.60 to S/. 1,52 for an amount of S/ 136,392,155.68 of its capital stock to offset the loss generated in retained earnings as a result of the merger.

Appointments and resignations

1. On November 23rd the board of directors accepted the resignation of Mr. Antonio Carlos Valente da Silva as chairman of the board of directors of Telefónica del Perú S.A.A , and appointed Mr. José Javier Manzanares Gutiérrez as new chairman of the board. Also the board appointed Mr. Luis Bernardo Silva as Vice-president of human resources and Luis Fernández Jiménez as Vice-president of planning and network engineering.

2. On December 12, 2006 the Board of Directors accepted the resignation of Mr. Carlos Graham Sardi as Residential Vice-president of Telefónica del Perú S.A.A., due to his new appointment as general manager of Telefónica Multimedia S.A.C. The board appointed Mr. Cesar Andrade Nicoli in his place.

Agreements with the government

On December 22, 2006, talks between the Peruvian government and Telefónica del Perú S.A.A., to promote the development of telecommunication public services were completed. The following are the main agreements:

• Reduce the average tariff of several telephone plans to benefit 1.5 million households by 22%.

• Create per second tariff plans, with no fixed charge per call.

• Extend the operating life of pre-paid cards.

• Execute a deregulation process within the long distance market.

•MOTION: ~~Implement new tariffs of public telephony, and increase the average minutes of use per sol.~~

•1.- ~~Develop~~To approve anthat ~~expansion~~the ~~plan~~full amount of ~~685~~the ~~thousand~~net ~~new~~profits ~~residential~~of ~~lines~~Telefónica del Perú S.A.A., ~~aiming~~after todeducting ~~serve~~the legal reserve, be allocated to the ~~low-income~~Company’s ~~population~~cumulative results account, to be applied on a later date.

•2.- ~~Implement~~To ~~technological~~delegate ~~innovation~~powers ~~within~~to the ~~commitment~~Board of Directors so that, if it is deemed relevant and after assessing the ~~Telefónica~~company’s ~~Group~~financial situation, it may determine the destination that it will give to ~~invest~~the ~~US$1~~cumulative results,~~000~~ ~~million~~being ~~over~~able ato ~~4-year~~resolve ~~period~~the payment of dividends charged to all or part thereof, in one or more tranches, for which purpose it is authorized to fix the amount, the respective registration and delivery dates, as well as any other aspect that may be required to enforce this benefit.

3.- Pursuant to the dividend policy approved at the Mandatory Annual Shareholder’s Meeting dated in March 28, 2005, to empower the Board of Directors to fix, should it deem it relevant and after assessing the company’s financial situation, a provisional dividend on account of the final dividend to be approved by the Shareholders’ Meeting in 2008 in respect of financial year 2007, authorizing it for such purpose to fix the amount, and the respective cut-off, registration and delivery dates and any other aspect that may be required, as appropriate, to enforce it.

~~Telefónica~~MANDATORY ~~del~~ANNUAL ~~Perú~~SHAREHOLDERS’ ~~S.A.A.~~MEETING ~~and Subsidiaries~~

~~Discussion~~MOTION ~~and~~NO. ~~analysis~~3 ~~of the consolidated results for the fiscal year 2006~~

ItANNUAL COMPENSATION isOF ~~recommended~~THE ~~the~~DIRECTORS reading of this report along with the corresponding financial statements and their notes, presented at the same time, since they form integral part of this document and contain complementary information.

~~Economic~~“THE ~~Environment~~BOARD OF DIRECTORS OF TELEFONICA DEL PERU S.A.A.”

~~By the end of 2006~~WHEREAS, ~~the~~pursuant ~~indicators~~to of the ~~Peruvian~~provisions ~~economy~~contained ~~continued to show positive results~~ in ~~terms~~Articles 114 of ~~Gross~~the ~~Domestic~~General ~~Product~~Corporations’ ~~(GDP),~~Law ~~inflation (Consumer Price Index)~~ and ~~external~~16 ~~and~~of ~~fiscal~~the ~~accounts.~~Corporate ~~Other~~Bylaws, ~~indicators~~the ~~came~~Mandatory ~~out strong~~Annual ~~particularly~~Shareholders’ ~~the~~Meeting ~~foreign~~must ~~exchange~~fix ~~rate and~~ the ~~stock~~Board ~~market~~of ~~indexes.~~Directors’ compensation;

The ~~estimate~~Board of ~~the~~Directors ~~Central~~proposes Bank (BCR) for the economic growth of 2006 is at 7.7%, much higher than the forecasts from the 2007-2009 Multianual Macroeconomic Framework (MMM) of August (6.6%) and from analysts, who had estimated a growth below 7%. The growth of the GDP, was driven by a dynamic internal demand, which by the end of the year would have recorded an increase of 9.9% due to ~~higher public and private investments. Furthermore, during 2006,~~ the ~~expansion~~Shareholders’ ofMeeting the ~~non-primary sectors would have been higher than the expansion from primary sectors, highlighting the~~ ~~construction~~following: ~~and commerce segments, whereas employment rose at the same level of the GDP’s growth.~~

~~The~~MOTION: inflation rate for the year 2006 rose by 1.14%, below the range established by the BCR and the MEF of (1.5% - 3.5%). The temporary factors that explain the lack of inflationary pressure throughout 2006 are the price decrease from fuel, public services and food.

~~The~~1. ~~balance~~To ofmaintain ~~trade~~as ~~during~~the directors’ ~~2006~~compensation ~~would~~for ~~have~~financial ~~recorded~~year a2007, ~~new~~the ~~historical~~one ~~peak~~fixed ofat ~~US$~~the ~~8.5~~Shareholders’ ~~billion,~~Meeting ~~forecasting~~dated aMarch 9, ~~surplus of 2~~1998.2% ~~of GDP~~This incompensation ~~the~~will ~~current~~be ~~account.~~paid ~~Given~~only ~~the~~to ~~dynamism~~those ofdirectors ~~the~~who ~~economic~~are ~~activity~~not ~~and~~simultaneously ~~the~~executives ~~high~~of ~~export~~any ~~prices,~~of the ~~government~~companies pertaining ~~recorded~~to anthe ~~outstanding~~Telefónica ~~increase in tax revenues in 2006~~Group, ~~which~~with ~~chiefly~~the ~~explains~~exception aof ~~primary~~the ~~budget~~Chairman ~~surplus~~ of ~~1.5% of~~ the ~~GDP~~Board.

During 2006, the new sol appreciated 6.5% due to the strength of the external and fiscal accounts. From December 2005 to December 2006, the foreign exchange rate kept its downward trend throughout the year going from S/. 3.43 to S/. 3.20 per dollar. In this context, the BCR had to purchase US$3,945 billion of foreign currency during the year, thus, Net International Reserves went up to US$17,275 billion, 23% higher than the reserves recorded in 2005.

InMANDATORY ~~line~~ANNUAL with the regional trend, the country risk, measured through the EMBI+ Perú, fell from 185 b.p. in 2005 to 131 b.p. by year end. Likewise the EMBI + Perú averaged 159 b.p. a 41 b.p. fall when compared to 2005. In 2006, the local currency yield curve lowered its slope as investors captured the value from the long end of the curve (5 years on), reflecting investorsSHAREHOLDERS’ ~~improved~~MEETING confidence in the Peruvian economy. Long local rates dropped by to 200 basic points during the year. This behavior was influenced by investor’s confidence in the local economy and reflected by the decrease of the sovereign risk and the lower depreciation expectations of the local currency. As well, the main shares in the Lima Stock Exchange, particularly within the mining sector continued their upward trend, recording the highest profitability in the world of the stock exchanges for 2006.

MOTION NO. 4

AUTHORIZATION TO THE BOARD OF DIRECTORS TO DESIGNATE

THE EXTERNAL AUDITORS FOR 2007

“THE BOARD OF DIRECTORS OF TELEFONICA DEL PERU S.A.A.”

WHEREAS, pursuant to the provisions contained in Articles 114 of the General Corporations’ Law and 16 of the Corporate Bylaws, the Mandatory Annual Shareholders’ Meeting must designate or delegate to the Board of Directors the designation of the company’s external auditors;

The Board of Directors proposes to the Shareholders’ Meeting the following:

MOTION:

1. To delegate to the Board of Directors the designation of the external auditors for financial year 2007.

~~Competitive~~MANDATORY ~~Environment~~ANNUAL SHAREHOLDERS’ MEETING

~~During~~MOTION the year of 2006, Telefónica faced a stronger competitive environment in the different business in which the Company operates, due to competitors business moves as well as to the substitution effect of other technologies such as mobile telephonyNO. It5 is worth noting, that the main competitors of local telephony – Telmex and Americatel – continue with their strategy of focusing on the corporate business sector with the use of wireless technology.

~~The~~AMENDMENT ~~long distance business has kept its high level of competitiveness with numerous players like Sitel, IDT, Convergia and IMPSAT, which add to Telmex and Americatel~~OF ~~prepaid~~ARTICLE ~~cards.~~33 ~~Telefónica~~OF ~~del~~THE Perú could not match strong price cuts –implemented by some competitors -, due to the application of the tariff imputation proof (minimum prices in the domestic long distance market). Nevertheless, this practice has not prevented Telefónica to maintain its leadership in this market. In September 2006, a new operator (1910 COMPANY´S~~.A.)~~ ~~entered~~BYLAWS ~~the~~TO ~~long~~ESTABLISH ~~distance market by offering multidial services and long distance plans.~~

ATHAT ~~greater~~THE ~~degree~~BOARD ofOF ~~competition~~DIRECTORS´ ~~has~~MEETINGS ~~been~~TAKE ~~observed~~PLACE inON ~~public~~A ~~telephony, both in formal and informal ways – through “locutorios” -. The proliferation of~~QUARTERLY ~~informal “locutorios” continues to impact the business of Public Telephony and Long Distance.~~

~~Also~~BASIS the business of TV by subscription continues to grow significantly due to the strong growth in Cable TV, but also due to the launch of satellite television which started in 4Q06. It is worth noting that Direct TV is a competitor of TV by subscription.

~~Finally~~WHEREAS, pursuant to the ~~internet~~provisions ~~business~~contained ~~remains~~in ~~strong~~Articles as115 of the ~~migration~~General ofCorporations’ ~~clients~~Law ~~from~~and ~~narrowband~~17 ~~into~~of ~~broadband~~the ~~services~~Corporate Bylaws, ~~reflects~~the inMandatory ~~the~~Annual ~~significant~~Shareholders’ ~~increase~~Meeting must approve every amendment of ~~customers~~the ~~in 2006~~Corporate Bylaws.

~~Operating~~The ~~revenues1~~Board of Directors proposes the amendment of provisions contained in Article 33 of the Corporate Bylaws in order to approve that its meetings take place at least once on a quarterly basis, in spite that it may be called as many times as required in the interest of the Company.

The ~~Company~~Board ~~continues to develop its commercial based on market penetration through the offering~~ of ~~services~~Directors ~~that~~proposes ~~allow the company~~ to ~~attend specific needs of each market segment, as well as through campaigns to keep customers loyalty, which has enabled~~ the ~~company to keep client growth among the main~~ ~~services~~Shareholders’ ~~that~~Meeting ~~it offers. (basic telephony, broadband and TV by subscription). Thus, by~~ the ~~end~~following: of the 4Q06, the total number of accesses showed an important annual growth of 6.4% in fixed telephony, allowing the access of 151 thousand new customers in this service), 37.5% in broadband, as a consequence of the strong growth in clients of Speedy (132 thousand of new subscribers), 20.5% in subscribers of TV by subscription with the incorporation of new alternatives such as satellite technology for those clients who live in remote places, and 4.9% in public and rural telephony, despite the increase of illegal installations which has resulted in a significant number of lines disconnected.

~~The~~MOTION: operating revenues in 2006 totaled S/. 4,499 billion, an increase of 7.3% over 2005, mainly explained by the addition of the revenues of Telefónica Empresas S.A.A. (TEmpresas) to Telefónica del Perú starting November of 2005. Excluding of this additions the increase in revenues would be reduced to 3.9%. As well the 4Q06 operating revenues 4Q06 added to S/. 1,143 billion, a 2.5% increase when compared to same period of the previous year (1.0% increase excluding TEmpresas effect).

1. To ~~Starting~~approve ~~November 2005 Telefónica del Perú financial statements incorporate~~ the ~~results~~amendment of ~~Telefónica~~Article ~~Empresas~~33 ~~S.A.A. reflecting the purchase~~ of ~~97.86% of~~ the ~~stock~~Corporate ofBylaws ~~Telefónica Empresas~~ in ~~October of 2005. The merger of afore-mentioned companies was effective on May 2006. In addition, on December 30th 2006,~~ the ~~merger~~following ~~between~~terms: Telefónica del Perú S.A.A. and Telefónica Perú Holding S.A.C. was implemented. For comparison purposes the financial statements of Telefónica del Perú S.A.A. have been restructured as if the merger had occurred on the 1st of January of 2005.

Article 33.- The Board of Directors shall meet al least once on a quarterly basis and as many times as required in the interest of the Company.

The Board of Directors shall establish the necessary rules to call and conduct meetings.

As for the performance of the businesses, the revenues from Local Telephony for the fiscal year 2006 rose by 0.5% over 2005, reaching S/. 1,655 billion. This increase was mainly explained by higher revenues from high value added services and monthly fees - which moved up 6.5% y-o-y for the plant in service, reaching 2.4 million of accesses – that offset the negative effects caused by the implementation of the productivity factor and drop in revenues from fixed to fixed traffic. Lower revenues from local service and fixed-to mobile traffic resulted in a reduction of market share for classic lines from 38% in 2005 to 37% in 2006 due to the implementation of the productivity factor of 10.07% and to the substitution for mobile-to-mobile traffic. Revenues in 4Q06 rose by 2.2% over 4Q05 reaching S/. 420 million. This increase is mainly explained by the aforementioned reasons.

Long Distance revenues in 2006 totaled S/. 515 million, a 1.0% increase over 2005. This growth is explained by higher revenues from international long distance (ILD: +17.6%), as a result of higher traffic and prepaid cards, which offset the lower revenues from Local Long Distance (LLD: -5.8%). This market continues under pressure from a high competitive environment, mainly the prepaid card segment and public telephony from informal nature, through “locutorios”. In addition, regulatory measures like the tariff imputation proof in LLD established by Osiptel, have prevented the Company to decreases its tariffs to the same level of its competitors resulting in lower traffic. 4Q06 revenues climbed 4.2% over the 4Q05, totaling S/. 134 million. This increase is explained by higher revenues (27.3%), mainly from ILD outgoing traffic (fixed and mobile traffic). This increase offset lower revenues from LLD which dropped by 7.0%, as a result of lower traffic from public telephony and prepaid cards.

As for Public and Rural Telephony revenues reached S/. 751 million in 2006, a 7.6% decrease over 2005. The reduction is mainly due to the substitution effect from the mobile telephony, the increase in informal “locutorios” and to a lesser extent to the competitive environment. This decrease occurs despite the 4.9% y-o-y climb of the plant in service, and 25.6% y-o-y increase in revenues of rural telephony in 2006 and 12.9% in the 4Q06.

In 2006, revenues from Subscription TV business was 17.7% up y-o-y, recording S/. 356 million. This increase is mainly due to a larger plant in service of traditional cable (531 thousand accesses by year end) which climbed by 14.9% y-o-y, and the new satellite television (26 thousand accesses by year end) as a result of a continuous commercial effort carried out to capture new clients, as well as the execution of a permanent program against illegal installations. Thus, revenues for the 4Q06 totaled S/. 95 million, 13.7% higher over 4Q05.

The revenues from Internet reached S/. 549 million in 2006, 39.8% up y-o-y. This increase is chiefly explained by 37.5% growth in the broadband plant, reaching 468 thousand accesses in service through permanent commercial actions aimed to provide the customers with greater benefits. On the other hand, revenues for the 4Q06 totaled S/. 152 million, a 36.5% increase over 4Q05.

The revenues for Data and Information Technology reached S/. 308 million in 2006 and S/. 85 million in the 4Q06, reflecting a strong growth over the year 2005. This increase is mainly due to the added revenues from Telefónica Empresas since November 2005 after its merger with the Telefónica del Perú Group.

Operating Expenses

The accumulated operating expenses in 2006 totaled S/. 3,802 million, a 6.2% increase over 2005, or S/. 223 million. Higher expenses were recorded due to higher: general and administrative expenses of S/. 72 million, personnel expenses of S/. 62 million – due to higher average headcount of 13.8%, depreciation and amortization of S/. 37 million, materials and supplies of S/. 28 million – affected by the significant growth in cable’s theft that has generated higher expenses due to replacement costs-.

The operating expenses in the 4Q06 added up to S/. 1,028 million, which represented an increase of 11.2% over the S/. 925 million reached in the 4Q05. This is mainly explained by higher expenses recorded from amortization and depreciation of S/. 40 million, interconnection and carrier settlements of S/. 35 million, bad debt provisions of S/. 19 million, general and administrative expenses of S/. 13 million and personnel expenses of S/. 10 million.

Operating Results

The operating result in 2006 rose by 13.4% over 2005, as a result of higher revenues from Data and Information Technology businesses due to the addition of income from Telefónica Empresas S.A.A., as well as other businesses such as: internet, television, wireline and long distance. This increase has compensated lower revenues from public telephony and higher operating expenses related to commercial management and extraordinary events such as cable’s steal. Thus, the operating results in the 4Q06 decrease by 39.8% y-o-y, as result of higher expenses.

Non-operating Results

In 2006, the non-operating results showed a higher loss in an amount of S/. 34 million over 2005, due to the negative effect of the foreign exchange balance of S/. 43 million over 2005, as well as a higher net financial expenses of S/. 41 million, result of higher debt level. These results were offset by a lower loss in other net revenues and expenses of S/. 51 million over 2005 (as a result of higher revenues from investment disposal, due to the sale of TUMSAC and other real estate).

The non-operating loss climbed from S/. 59 million in 4Q05 to S/. 80 million in 4Q06, due to the negative effect of the foreign exchange balance of S/. 9 million over the 4Q05, as well as the net financial expenses recorded that show an increase of S/. 9 million, explained in the previous paragraph.

Net Result

The accumulated net result increased slightly from S/. 176 million in 2005 to S/. 178 million in 2006. In the 4Q06 the company recorded a loss of S/. 17 million, over S/. 86 million registered in 4Q05, as a result of a lower operating result.

Consolidated Balance Sheet

The current assets registered S/. 1,327 billion, which represented an increase of S/. 91 million with respect to 3Q06. Also current liabilities closed at S/. 2,190 billion, a reduction of S/. 187 million. As such, the liquidity level of the Company in the 4Q06 – measured by the current assets over current liabilities ratio – reached 0.61 in the 4Q06, slightly higher than the 0.52 recorded in the 4Q06.

Also in 4Q06 the net assets reach S/. 4,648 billion , a reduction of S/. 167 million over the 3Q06 due to higher depreciation.

Finally, total debt dropped slightly from 2,632 billion in 3Q06 to S/. 2,575 billion in 4Q06, due to bonds amortization. Finally the net equity in 3Q06 dropped slightly by S/. 18 million to S/. 3,061 billion in 4Q06.

TABLE 1

TELEFONICA DEL PERU S.A.A. AND SUBSIDIARIES 1/

CONSOLIDATED INCOME STATEMENT IN NUEVOS SOLES (000) AS OF DECEMBER 31, 2006

(Prepared In Accordance With Peruvian GAAP)

	4Q05				4Q06				Abs. Var.4Q06-4Q05		% Var.4Q06-4Q05		12M05				12M06				Var. Abs.12M06-12M05		Var. % 12M06-12M05
			%				%				%				%				%				%
Total Operating Revenues	1,115,181		100.0		1,142,612		100.0		27,431		2.5		4,192,932		100.0		4,498,611		100.0		305,679		7.3
Local Telephone Service	410,459		36.8		419,583		36.7		9,124		2.2		1,646,729		39.3		1,655,056		36.8		8,327		0.5
Long Distance	129,085		11.6		134,474		11.8		5,389		4.2		509,399		12.1		514,626		11.4		5,227		1.0
Public and Rural Telephones	203,332		18.2		160,357		14.0		(42,975	)	(21.1	)	813,227		19.4		751,183		16.7		(62,044	)	(7.6	)
Subscription TV	83,640		7.5		95,058		8.3		11,418		13.7		302,261		7.2		355,874		7.9		53,613		17.7
Data & Information Technology	22,521		2.0		84,538		7.4		62,017		275.4		87,884		2.1		307,915		6.8		220,031		250.4
Internet	111,564		10.0		152,304		13.3		40,740		36.5		392,927		9.4		549,354		12.2		156,427		39.8
Other	154,580		13.9		96,298		8.4		(58,282	)	(37.7	)	440,505		10.5		364,603		8.1		(75,902	)	(17.2	)
Total Operating Costs and Expenses	924,686		82.9		1,028,028		90.0		103,342		11.2		3,578,600		85.3		3,801,660		84.5		223,060		6.2
Interconnection Expenses	169,783		15.2		205,227		18.0		35,444		20.9		659,270		15.7		668,802		14.9		9,532		1.4
Personnel	107,264		9.6		117,057		10.2		9,793		9.1		392,947		9.4		455,030		10.1		62,083		15.8
General and Administrative	272,376		24.4		285,249		25.0		12,873		4.7		1,066,096		25.4		1,137,621		25.3		71,525		6.7
Depreciation and Amortization	331,769		29.8		371,518		32.5		39,749		12.0		1,305,741		31.1		1,342,911		29.9		37,170		2.8
Management Fee	15,112		1.4		8,079		0.7		(7,033	)	(46.5	)	45,336		1.1		51,953		1.2		6,617		14.6
Materials and Supplies	38,938		3.5		36,228		3.2		(2,710	)	(7.0	)	96,065		2.3		124,393		2.8		28,328		29.5
Provisions	(8,213	)	(0.7	)	10,541		0.9		18,754		(228.3	)	40,431		1.0		42,504		0.9		2,073		5.1
Own Work Capitalized	(2,343	)	(0.2	)	(5,871	)	(0.5	)	(3,528	)	150.6		(27,286	)	(0.7	)	(21,554	)	(0.5	)	5,732		(21.0	)
Operating Income	190,495		17.1		114,584		10.0		(75,911	)	(39.8	)	614,332		14.7		696,951		15.5		82,619		13.4
Other Income (Expenses)
Interest Income	12,120		1.1		6,676		0.6		(5,444	)	(44.9	)	24,937		0.6		29,055		0.6		4,118		16.5
Interest Expenses	(46,952	)	(4.2	)	(50,087	)	(4.4	)	(3,135	)	6.7		(147,063	)	(3.5	)	(192,413	)	(4.3	)	(45,350	)	30.8
Others Net	(26,899	)	(2.4	)	(31,003	)	(2.7	)	(4,104	)	15.3		(125,288	)	(3.0	)	(74,641	)	(1.7	)	50,647		(40.4	)
Net Currency Exchange (Loss)	2,994		0.3		(5,517	)	(0.5	)	(8,511	)	N.A		11,652		0.3		(31,552	)	(0.7	)	(43,204	)	N.A
Non Operating Results	(58,737	)	(5.3	)	(79,931	)	(7.0	)	(21,194	)	36.1		(235,762	)	(5.6	)	(269,551	)	(6.0	)	(33,789	)	14.3
Income Before Taxes and Participations	131,758		11.8		34,653		3.0		(97,105	)	(73.7	)	378,570		9.0		427,400		9.5		48,830		12.9
Workers’ Participation	(12,322	)	(1.1	)	(13,514	)	(1.2	)	(1,192	)	9.7		(52,751	)	(1.3	)	(65,559	)	(1.5	)	(12,808	)	24.3
Income Tax	(33,654	)	(3.0	)	(38,118	)	(3.3	)	(4,464	)	13.3		(149,515	)	(3.6	)	(183,834	)	(4.1	)	(34,319	)	23.0
Net Income	85,782		7.7		(16,979	)	(1.5	)	(102,761	)	N.A		176,304		4.2		178,007		4.0		1,703		1.0

1/ Starting November 2005 Telefónica del Perú financial statements incorporate the results of Telefónica Empresas S.A.A. reflecting the purchase of 97.86% of the stock of Telefónica Empresas in October of 2005. The merger of aforementioned companies was effective on May 2006. In addition, on December 30th 2006, the merger between Telefónica del Perú S.A.A. and Telefónica Perú Holding S.A.C. was implemented. For comparison purposes the financial statements of Telefónica del Perú S.A.A. have been restructured as if the merger had occurred on the 1st of January of 2005.

Starting January 1, 2005 and in accordance with the Consejo Normativo de Contabilidad N°031-2004, the financial statement will not be adjusted for inflation, for accounting matters, and therefore the REI record is not shown.

TABLE 2

TELEFONICA DEL PERU S.A.A. AND SUBSIDIARIES 1/

CONSOLIDATED BALANCE SHEET IN NUEVOS SOLES (000) AS OF DECEMBER 31, 2006

(Prepared In Accordance With Peruvian GAAP)

	4Q06		3Q06		2Q06		1Q06		4Q05
ASSETS
CURRENT ASSETS
Cash and Banks	131,080		316,860		733,199		464,007		636,019
Negociable securities	—		34,963		10,984		48,170		38,327
Accounts receivable - net	660,577		701,453		670,744		651,315		698,615
Afiliatted Company Loans	351,340		—		—		—		—
Other accounts receivable	48,811		81,671		85,366		128,212		110,012
Materials and supplies	48,358		42,215		38,479		41,667		39,583
Prepaid taxes and expenses and others	86,497		58,944		53,172		34,656		45,068
Total current assets	1,326,663		1,236,106		1,591,944		1,368,027		1,567,624
LONG-TERM INVESTMENTS	10,855		11,011		10,188		11,907		10,703
DEFERRED CHARGES	38,817		31,920		32,678		33,438		10,487
PROPERTY, PLANT AND EQUIPMENT	16,416,922		16,280,182		16,127,608		16,025,628		15,995,439
Accumulated depreciation	(11,768,833	)	(11,464,758	)	(11,234,004	)	(10,975,249	)	(10,675,496	)
	4,648,089		4,815,424		4,893,604		5,050,379		5,319,943
Write-off Provision	(23,654	)	(18,329	)	(18,363	)	(18,363	)	(30,777	)
	4,624,435		4,797,095		4,875,241		5,032,016		5,289,166
OTHER ASSETS, net	2,202,733		2,194,390		2,248,116		2,295,254		2,355,457
TOTAL ASSETS	8,203,503		8,270,522		8,758,167		8,740,642		9,233,437

	4Q06		3Q06		2Q06		1Q06		4Q05
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Overdrafts	11,207		10,095		5,658		8,670		5,531
Accounts payable	581,090		515,680		491,083		451,732		519,726
Other accounts payable	793,964		759,086		751,773		802,696		1,087,407
Provision for severance indemnities	5,605		12,223		5,580		12,305		5,132
Bank Loans 2/	194,013		186,653		242,617		235,737		241,775
Current portion of long-term debt	379,486		406,823		407,290		123,719		44,983
Current portion of bonds	225,073		487,118		521,808		492,479		392,628
Commercial Papers	—		—		—		25,000		126,900
Total current liabilities	2,190,438		2,377,678		2,425,809		2,152,338		2,424,082
LONG-TERM DEBT 2/	403,568		384,038		359,689		541,739		637,075
BONDS	1,372,467		1,167,005		1,064,817		1,111,200		1,193,707
GUARANTY DEPOSITS AND OTHERS	65,724		65,402		65,269		76,793		83,768
DEFERRED TAXES	1,110,327		1,197,329		1,261,430		1,329,747		1,417,186
SHAREHOLDERS’ EQUITY
Capital stock	2,727,843		2,727,843		3,322,601		3,322,208		3,339,664
Additional Capital	4,964		4,964		4,964		3,815		3,815
Treasury Shares	—		—		—		—		(21,896	)
Legal reserve	58,603		58,603		58,603		58,603		33,275
Freely distributable Reserves	249,407		—		—		—		—
Other reserves	(6,889	)	(5,741	)	(3,353	)	(3,313	)	(6,026	)
Retained earnings	27,051		293,401		198,338		147,512		128,787
TOTAL SHAREHOLDERS’ EQUITY	3,060,979		3,079,070		3,581,153		3,528,825		3,477,619
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	8,203,503		8,270,522		8,758,167		8,740,642		9,233,437

1/ Starting November 2005 Telefónica del Perú financial statements incorporate the results of Telefónica Empresas S.A.A. reflecting the purchase of 97.86% of the stock of Telefónica Empresas in October of 2005. The merger of afore-mentioned companies was effective on May 2006. In addition, on December 30th 2006, the merger between Telefónica del Perú S.A.A. and Telefónica Perú Holding S.A.C. was implemented. For comparison purposes the financial statements of Telefónica del Perú S.A.A. have been restructured as if the merger had occurred on the 1st of January of 2005.

2/ Includes net position for derivatives

TABLE 3

TELEFONICA DEL PERU S.A.A. AND SUBSIDIARIES

Statistical Data, End of Period Figures

	4Q05	1Q06	2Q06	3Q06	4Q06	Abs. Var4Q06 - 4Q05		4Q06/4Q05
FIXED TELEPHONY
Lines Installed	2,509,789	2,538,949	2,580,737	2,605,685	2,645,895	136,106		5.4
Lines in Service (1)	2,352,555	2,393,352	2,439,017	2,473,338	2,503,778	151,223		6.4
Lines in Service per Employee (Telefónica del Perú) (2)	682	693	623	629	635	(47	)	(6.9	)
Lines in Service per 100 inhabitants (%)	8.4	8.5	8.7	8.8	8.8	0.4		4.8
BASIC TELEPHONY
Lines in Service	2,216,057	2,253,803	2,294,493	2,330,776	2,360,259	144,202		6.5
PUBLIC TELEPHONES
Lines in Service (3)	136,486	139,499	144,339	142,275	143,176	6,690		4.9
BROADBAND
Lines in Service (4)	340,436	359,672	389,118	435,444	468,122	127,686		37.5
SUBSCRIPTION TV
Lines in Service (5)	462,211	474,710	490,442	507,528	557,166	94,955		20.5
TRAFFIC
Local Traffic - Minutes (000) (6)	1,205,026	1,216,188	1,176,153	1,220,611	1,270,330	65,304		5.4
Long Distance - Minutes (000) (7)	329,467	319,281	306,661	338,920	350,691	21,224		6.4
NUMBER OF EMPLOYEES
Telefónica del Perú (2)	3,449	3,452	3,917	3,935	3,945	496		14.4
Telefónica del Perú and Subsidiaries (8)	6,163	6,504	6,340	6,518	5,342	(821	)	(13.3	)

(1) Includes Basic Telephony, Public and Rural Telephones, without Mobiles.

(2) Starting May 2006, includes personnel of Telefónica Empresas due to the merger approved at the General Shareholders’ Meeting held on April 24, 2006.

(3) Includes Fixed and Mobile Public Telephones, Fixed and Mobile Rural Telephone.

(4) Includes Speedy Traditional, Speedy Business, Giga ADSL and Cablenet, and starting 2006 includes acces to Optic Fiber.

(5) Starting 4Q 2006 includes Cable TV and Satellite TV.

(6) Includes F2F billing (voice and internet), F2M and M2F.

(7) Excludes Prepaid cards, includes packet minutes plans.

(8) Starting October 2005, includes personnel of Telefónica Empresas S.A.A. And since September 2006, excludes personnel of TUMSAC, subsidiary sold on October 29.

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 del Perú~~	Telefónica del Perú
Date: February 19, 2007	By:	/s/ Mariana Brigneti Suito
Date: March 7, 2007		By:	/s/ Julia María Morales Valentín
	~~Name:~~	~~Mariana Brigneti Suito~~Name:	Julia María Morales Valentín
	~~Title:~~	~~Legal Director of Telefónica del Perú S.A.A.~~Title:	General Counsel of Telefónica del Perú S.A.A.

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Filing Compare · TELEFONICA DEL PERU SAA