__________________________________________________________________________________

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

Date: For the period ending 29 November 2002

TELSTRA CORPORATION LIMITED

ACN 051 775 556

242 Exhibition Street

Melbourne Victoria 3000

Australia

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 whether the registrant by furnishing the information contained in this Form 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):




 
  Sydney
  Sydney
 
 
  Charles F. Macgregor

  VP - Senior Credit Officer

  Corporate Finance Group
  Brian Cahill

  Managing Director

  Corporate Finance Group
 
 
  Moody's Investors Service Pty Ltd
  Moody's Investors Service Pty Ltd
 
 
  612 9270 8100
  612 9270 8100
 



MOODY'S CHANGES TELSTRA'S OUTLOOK TO NEGATIVE

Approximately A$11.5 billion of debt securities affected

New York, November 04, 2002 --  Sydney, November 05, 2002 -- Moody's Investors Service today changed the rating outlook for Telstra Corporation Limited (Telstra) to negative from stable based on diminished prospects for growth combined with continued low levels of retained cash flow relative to debt due to a high dividend payout ratio. At the same time Moody's affirmed Telstra's Aa3 senior unsecured ratings and Prime-1 short-term rating.

Telstra's rating reflects its position as the pre-eminent provider of telecommunications services in Australia with strong and dependable cash flows based on brand identity and a ubiquitous network. The rating considers risks associated with the impact of an evolving competitive and regulatory environment on revenue streams and relatively high and increasing dividend payouts (from 60% of net profit in 2001 to 77% of net profit in 2002). The rating also considers limitations with the 50.1% Government ownership, including an inability to access equity markets or institute a dividend re-investment programme, together with public scrutiny of service quality and cost initiatives.

In line with trends observed both locally and globally, Moody's has lowered expectations for revenue growth at Telstra. At the same time the increase in dividends (now apparently set at 22 cents per share per annum) has reduced Telstra's financial flexibility. Moody's believes that it is likely the company will retain dividends payments at the same level due to shareholder pressure.

The high dividend payouts, however, have resulted in a relatively weak coverage of retained-cash-flow to debt, with a ratio of 33% in 2002 (32% in 2001). Moody's expects that for Telstra to sustain its long term ratings, with its current business profile, would require a meaningful improvement in this ratio. This will be a function of stronger operating performance, moderate debt
reductions, or lower dividend payouts. Moody's believes this may be difficult to achieve in the current climate. At the same time Moody's notes that many of Telstra's financial ratios are strong, including an EBIT margin of almost 30% and a ratio of debt to EBITDA of less than 1.5 times.

Moody's has residual concerns regarding the performance of Reach Ltd, in which Telstra has a 50% interest. Reach has a strategically important network throughout Asia, which may provide Telstra with access to future revenue growth. This may influence Telstra should there be a requirement to support Reach over and above current levels of commitment. In particular Reach's US$1.5 billion bank loan presents a potential liability to Telstra, albeit it has been extended on a non-recourse basis and Telstra has
made no statements of support.


Telstra Corporation Limited, based in Melbourne, Australia, is the leading provider of telecommunication services in that
country.

end




11 November 2002


Telstra Superannuation Scheme


The front page story in today's Australian Financial Review referred to a " $3.4 bn unfunded super hole" in its headline, relating to amounts owed by the Commonwealth to the Telstra Superannuation Scheme (TSS).

The substance of the story is not new, and much of the material appears sourced from previous Telstra disclosures and statements in public documents such as our Annual Report.
Telstra's 2002 Annual Report confirms there is a surplus within the TSS, and all TSS obligations to its members are fully funded. The Annual Report provides further details relating to our superannuation position and arrangements.

The Commonwealth's obligations refer to the commencement of the TSS in 1990, when Telstra employees, then members of the Commonwealth Superannuation Scheme (CSS) were given the opportunity to transfer from the CSS to the TSS.

The Commonwealth is required by law to make payments to the TSS with respect to the obligations that the TSS assumed for benefits of transferring CSS members.
These amounts continue to be paid to the Telstra Superannuation Scheme from consolidated revenues in accordance with a schedule of quarterly payments under Ministerial Determinations pursuant to the Superannuation Act 1976.

The Commonwealth has not explicitly set aside funds to pay the full amounts owing to Telstra - this seems to be at the core of the media story - although this approach has been the normal policy of governments towards superannuation liabilities for many years.
The manner in which the Commonwealth chooses to fund its superannuation obligations to the TSS does not affect the funding position of the TSS.




November 13, 2002

Telstra and FOXTEL open new era of digital subscription TV and bundled products

Telstra today welcomed the decision of the Australian Competition and Consumer Commission (ACCC) to allow the restructuring of the subscription television industry.

Telstra CEO Dr Ziggy Switkowski said the ACCC decision cleared the way for Telstra to reward loyal customers by offering them single bill convenience for bundles of telephony, Internet, broadband and FOXTEL subscription television services.

FOXTEL has also gained approval for its proposed Content Sharing Agreement with Optus, which was submitted to the ACCC in March this year.

Under the proposals FOXTEL and Telstra have provided a comprehensive set of undertakings which will ensure competitors can gain access to the Telstra and FOXTEL subscription-TV infrastructure.

He said the decision also cleared the way for Telstra and its partners News Corporation and PBL to turn FOXTEL into a digital TV service with more than 200 FOXTEL channels and the opportunity for other pay-TV providers to operate on the same platform.

Dr Switkowski said: "The ACCC's decision is good for Australia - a victory for commonsense and consumers".

"Consumers are the winners with convenience, flexibility and greater choice. These proposals also boost competition in both telephony and pay-TV," he said.

"These proposals allow for a long overdue restructuring of the pay-TV industry. It also clears the way for the development of digital subscription television with hundreds of additional channels and the growth of the FOXTEL customer base.

"Together these agreements will increase consumer choice, promote competition in telephony and subscription television and provide the basis for the growth and digitisation of Australia's subscription television industry.

"Digital subscription television requires substantial new investment which is only feasible if the industry is placed on a stronger economic footing.

"The ACCC's approval today follows months of work by the FOXTEL business partners and the regulators to ensure the best results for consumers and competition generally," Dr Switkowski said.

He said details of Telstra's new telephony, Internet and FOXTEL bundling offers for customers would be announced shortly and become available before Christmas.

"This is a great new opportunity for Telstra to reward loyal customers with improved services and extended choices," Dr Switkowski said.

"We can also fully develop the opportunities offered by digital television, and in time, interactive television, which offers huge potential for the growth of consumer services in Australia," he said.

FOXTEL is jointly owned by Telstra (50 per cent), News Corporation (25 per cent) and PBL (25 per cent).

The final form of the undertakings negotiated with the Australian Competition and Consumer Commission is consistent with the intentions and financial impact previously announced.

Telstra media releases are posted on the Telstra Newsroom:

www.telstra.com.au/newsroom




Telstra Annual General Meeting 2002

Chairman's Address

Good morning ladies and gentlemen

I'm Bob Mansfield - the Chairman of your company - and it is a pleasure to welcome you to the 2002 Annual General Meeting of
Telstra Corporation Limited.

I also welcome those shareholders viewing this meeting via the webcast from our Investor Relations website.

A quorum is present and I declare this Annual General Meeting open.

I would like to start by introducing the Telstra Board members, senior Telstra executives and the company's auditor, here
today.

From your left we have:



Unfortunately two Directors, Mr Sam Chisholm and Mr Bill Owens, were unable to be with us today and tender their apologies.

Mr Chisholm is unable to attend due to recently breaking a rib and Mr Owens has had a sudden death in the family, just prior to
departing the USA to attend this meeting.

I would also like to welcome Mr Michael Watson from our auditors, the Australian National Audit Office who will be available to answer any questions that you may have.

Finally, many of you would have been welcomed today by Telstra Friends, a group of Telstra staff who donate their free time to many company and community events. We thank them for their assistance today.

My first task is to outline the procedure for the meeting and following that I look forward to providing you with an overview
of our fine Company.

I'll be followed by a report from the Chief Executive Officer, Ziggy Switkowski, who will discuss the company's operations
for the financial year ended 30 June 2002, and some emerging business trends.

With regard to the Agenda all Shareholders have received, Item 2 is the election and re-election of Directors and Item
3 is the discussion of Telstra's financial statements and reports in respect of the year ended 30 June 2002.

As I am one of the candidates standing for election as a director, the Deputy Chairman of the Board, Mr John Ralph will
chair the meeting during Item 2.

The agenda indicates that, like last year's meeting, the election and re-election of Directors will take place before
the discussion of the financial statements and reports.

Because this election process involves a Poll, we have placed the election of Directors before the discussion of
accounts so that those of you who are unable to attend the entire meeting can exercise your right to vote.

When we adopted this practice last year, some shareholders told me that they were very happy with this order. My preference is to follow this order again, as published in the Notice of Meeting.

However some other shareholders told me that they would prefer to have the benefit of the discussion of the accounts before
determining how they would vote on the election of Directors.

Accordingly, at the conclusion of Ziggy's formal speech, I will give the meeting the opportunity to indicate in which order you
would like to deal with these two items of business. I am happy to be guided by the view of the meeting on this matter and, if there is a clear preference by show of hands, I will reverse the order of these two items.

The procedure for the other items will be detailed at the relevant time.

Finally, during the meeting, some of you may wish to enjoy the light lunch that will be served in the foyer from 12:00pm. However, I do not propose to interrupt the meeting for lunch.

Overview

Let me now move on from the procedural matters to provide you with an overview of the Company and some of the key issues we face.

I would sum up the past year for Telstra as a very solid performance, within a challenging environment for the Telecommunications industry - both here in Australia and overseas.

The telecommunications industry has shown that it too can be subject to irrational behaviours on a global scale, and the market
corrections which followed the bursting of the tech bubble are still playing out.

At Telstra we make no excuses. We have to manage through cycles - technological, economic and sharemarket - with the aim to outperform our peers and deliver shareholder value and excellent customer service.

Our progress is recognised by the top quartile multiples awarded our company, and the endorsement of the ratings agencies.


We clearly acknowledge that our share price is well below its peak, as is the case for every other telco, and also below the T2
price.


But as the slide shows, our trajectory is better than our peer group of the top telcos in the US and Europe - relatively, it's a very strong performance.


Whether we like it or not, we are part of a global industry and subjected to the sentiments attached to that industry. The reality is that the sentiment related to the telecommunications industry today is predominantly negative and we, as an individual company, are subjected to that investor judgement as well.


But, realistically, references to peak valuations or T2 prices have little relevance to today's post-bubble environment even as we may all regret the diminution of the value of our Telstra holdings.


It is understandable to ask "What is the Board doing to promote shareholder value?" 


We continue to work with management to define a strategy where every step, every investment, every project strengthens our
company, better serves our customers and is demonstrably positive to shareholder value.


We are verifying that all our processes are moving towards best-in-class performance, including those of the Board itself, and
that our measures are properly benchmarked to global leaders in our industry.


We have declared record dividends for shareholders - $2.8 billion, and up 15.8%, and indicated our expectation that strong cash
flows into the future give us flexibility for appropriate capital management decisions ahead of us.


We have structured compensation schemes to align the interests of management with shareholders.


We recognise that there remains much to do, but we are confident in our ability to be amongst the leaders of our industry, both
locally and globally, in a way that will win the support of shareholders and international markets.


Dealing with these challenges is what we are here for. Managing them, turning them to advantage if we can, not being thrown off our game by them, is what we do - or try to do - as a Board and senior management.

In addition, it is the confidence-shaking, gut-wrenching global events - unexpected and unimagined - that add new layers
of uncertainty, hesitancy, anxiety and confusion that we have to deal with.

Numerous company collapses - and we've seen no bigger than WorldCom, a participant in our industry and Ansett here in
Australia.

Sept. 11 2001 - etched forever in our minds and in our hearts.

And, most recently, Bali.

Our sympathy goes out to all affected by the Bali bombing - including Telstra staff and customers. We have joined with the community in doing our part to help those who suffered the horror of that event.

On a more positive note, we continue to make a major contribution to the national economy.

We provide telecommunications products and services that are increasingly at the heart of the effective functioning of our
institutions and industries - in fact, our very way of life.

Our full service, integrated business model is working well. While giving customers a single point of contact for all their communications needs, it provides us with a diversity of revenue streams, which reduces considerably our risk profile.

And in terms of those of our customers looking for reassurance, I can tell you our executives have been meeting with
them, particularly the larger corporations, to improve security and essential backup systems for their networks, which is so essential in this current uncertain global environment we are part of.

At the same time, our people continue to review the integrity of the network and the infrastructure upon which all
our customers, large and small, depend.

We remain confident that we are very well positioned to benefit from an upturn in the industry. That upturn will be
principally driven, we believe, by corporations starting to spend again on information technology - sheer logic suggests this will happen at some stage.

Many people are surprised when I remind them of the simple fact that the current level of product choice and customer service in Australian telecommunications is the highest it has ever been in the history of the country.

Of that there is no doubt.

We are very proud of that fact and of the hard work of all our people who have delivered this accomplishment.

Corporate Governance

The matter of Corporate Governance has received renewed focus in recent months.

As I said at the Full Year results presentation in August, Telstra is probably subject to more scrutiny than any other Australian company.

Customers and Shareholders can be assured that corporate governance and transparency - issues of much debate in recent times - are of the highest standards in Telstra

In addition to all this external scrutiny, we also have our internal governance structures in place to ensure we meet our own high standards.

Our Board is independent of management and focussed on delivering the best outcomes for the company.

Our accounting practices are conservative and fully in accordance with Generally Accepted Accounting Principles.

Our audit arrangements are robust and independent. Non-audit services from the auditor are strictly controlled by the audit committee. The Auditors and Audit Committee routinely meet without management present.

The Chief Executive Officer is not a member of the Audit Committee and the Chairman of the Audit Committee is not the Chairman of the Company.

Our transparency and disclosure to the market is second to none - recognised in recent awards we have received for our continuous disclosure practices and our Annual Report.

Telstra has revisited its corporate governance practices in recent months - not because we had any doubt about our processes, but to reassure our shareholders and all stakeholders that Telstra has firmly addressed the elements of concern about corporate governance that have been raised in today's environment.

We are, however, always looking for improvement and from 1 July this year, as part of its review of practices, the Board withdrew the Directors' Retirement Benefits Scheme. Entitlements of serving directors will be preserved but no new directors
will be admitted to the scheme.

Finally, I also implemented for the first time, an independent, external review of our Board processes, procedures and
performance.

This exercise has been both reassuring and very constructive in highlighting areas of potential improvement and will be a regular exercise in future years.

Executive Remuneration

Executive remuneration is also a much debated topic at the moment and I spoke extensively about it at our Full Year result announcement in August, and is detailed in our Annual Report which all of you have.

Let me summarise the key points I covered at that time. As part of its decision to simplify Telstra's Executive Compensation Framework, the Board has decided to suspend further issues of executive options. This has been replaced with a deferred remuneration plan, but all existing option grants remain applicable.

Telstra's senior executive compensation model will have four elements -



In the case of all senior executives, this package will drive a substantial personal holding of shares which will closely align their interests with those of shareholders.

Remuneration of all our senior executives is fully disclosed in the Annual Report. The package I have outlined applies across the board. There are no hidden performance payments outside of this framework or extraordinary termination arrangements.

The subject of executive options is one the Board will continue to monitor, bearing in mind the Company's particular structure at the time. In addition, on the matter of expensing executive incentives, we will be guided by the accounting profession's development of standard guidelines on this issue.

Regulatory

This is an industry of heavy regulatory oversight, and occasional unanticipated interventions.

By and large, the consequences of the introduction of competition in 1990, and industry deregulation in 1997, have definitely been positive for customers and all Australians.

The Government leadership through this era is judged by investors, both local and overseas, as being more farsighted and balanced than has been the case in many other jurisdictions.

As a result, the Australian industry has not been burdened by the heavy costs of 3G spectrum, or energy sapping standoffs between competitors or the regulator.

We are generally supportive of recent decisions, including those of this week, which have established a relatively settled industry environment.

These decisions on price caps, competition rules, Foxtel-Optus accord define the industry for some years ahead, and Telstra will
strive to be successful within this set of new rules.

Foxtel

As some of you will have read on Wednesday this week, Telstra welcomed the decision of the Australian Competition and Consumer Commission (ACCC) to allow the restructuring of the subscription television industry.

The decision is undoubtedly good for Australia.

It is a victory for common sense and consumers because it will increase consumer choice, promote competition in telephony and subscription television and provide the basis for the growth and digitisation of Australia's subscription television industry.

The ACCC decision clears the way for Telstra to offer customers single bill convenience for bundles of telephony, Internet, broadband and FOXTEL subscription television services.

FOXTEL has also gained approval for its proposed Content Sharing Agreement with Optus, announced in March this year; this will see the restructuring of Australia's pay television industry.

Under the proposals FOXTEL has provided a comprehensive set of undertakings which will ensure competitors can gain access to the Telstra and FOXTEL subscription-TV infrastructure and distribute the FOXTEL service at commercial rates.

The decision also clears the way for Telstra and its partners, News Corporation and PBL, to turn FOXTEL into a digital TV service with more than 200 FOXTEL channels and the opportunity for other pay-TV providers to operate on the same platform.

Now let me to turn to the ownership of the company.

T3

There's not a lot I can add to my previous comments on T3.

T3 is a matter for the Government.

As we have consistently stated, Telstra's Board and management fully support the full privatisation of the company. We look forward to being able to operate on equal footing with other companies in the global market.

We expect the Parliament to vigorously debate the ownership of Telstra, but our attention is entirely upon the optimum management of our operations, for the benefit of all our communities - within whatever ownership structure the Parliament decides.

But I do make this point. Controls over Telstra and safeguards in relation to service have absolutely nothing to do with who owns the company.

Consumer regulations exist to guarantee a high level of service to all Australians.

These regulations require Telstra to provide standard telephone services throughout Australia, repair faults and supply new services within short timeframes, and contain price increases within strict limits. They also assure special additional services like payphones and 000 access to emergency services.

Telstra supports these consumer regulations - they highlight our continuing commitment to all Australians.

In addition, the ACCC has strong powers to regulate the way Telstra and other companies compete with one another.

Telstra will continue to meet both its Universal Service Obligation and general service obligations, to ensure customer satisfaction.

In this context, I must make special mention of Telstra Country Wide. Its performance in meeting its Universal Service Obligation and Customer Service Guarantee commitments has been outstanding.

We created this separate business unit because we felt we could do business better in regional and rural Australia - and, it must be said, because we believed meeting the unsatisfied demand for good communications services in these areas would mean additional revenue for Telstra.

We were right. We're now doing good business in regional and rural Australia and doing it smarter! Customers are telling us
they're much better off; and there have been some demonstrable improvements in service, mobile coverage and Internet affordability and accessibility.

There's still a lot to do - we acknowledge the gaps and shortcomings - but we are certainly on the right track in providing regional Australia with at least the equivalent of communications services in the capital cities.

As we all know, Australia's extensive geography makes that a huge challenge.

And, what's more, Telstra CountryWide is more than paying its way - it is a profitable activity for Telstra.

I want to assure everybody of our long-term commitment to the Telstra CountryWide structure and our customers in rural Australia.

The fact that they are now facing such a devastating drought makes our presence even more relevant.

Esten's Report

I would like to make some comments in relation to the recent Esten's Report on rural telecommunications services.

We welcome the report which recognises the significant improvement to telecommunications services and makes recommendations to ensure regional, rural and remote Australians fully benefit from future telecommunications advances.

I am especially pleased that the Inquiry concluded that:



We also note and accept the report shows that there are some areas that need improving and we are committed to, and in some cases have already acted on, responding to them.

Improvement in the provision of telecommunications services is an ongoing process and we continue to listen and respond to customer demand, to ensure the products and services that customers need and want, are delivered.

We will continue to build upon what we have achieved and will work co-operatively with the Government to implement the recommendations of the Inquiry.

On a historical note for Telstra CountryWide:

Today Telstra has completed a major network upgrade from Adelaide to Darwin which will provide significantly increased capacity to the Northern Territory region.

This celebrates the 130th anniversary of the Overland Telegraph which linked Australia to an undersea cable from Indonesia at Darwin, and made communication between Australia and the rest of the world possible in hours rather than weeks.

The Overland Telegraph is one of the greatest engineering achievements of the nineteenth century, the 3200 kilometre journey to string a single wire across 36,000 wooden poles from Port Augusta in South Australia to Darwin in the Northern Territory was completed in just two years (1870 - 1872) with acts of heroism and courage which have enriched our history as a nation.

It is symbolic to have this work being completed on this day, the 130th anniversary of such a key event in Australia's telecommunication history.

Reputation and Image

Let me comment upon the noticeable media and political criticism we have received lately especially in relation to some old
allegations about alleged wrong doing.

Perhaps, understandably, we are a legitimate subject for any manner of analyses, scrutiny and conjecture and I accept the inevitability of this, and the fact that for as long as we are government owned, we will attract disproportionate coverage, especially political.

When we make a mistake, the Board and Management accept the criticisms and work to correct the problem and we will apologise.

However, I want to assure all shareholders that when the attacks are otherwise motivated, we will defend the integrity of our company and people without hesitation.

Where attacks on us are fatally flawed, unfair and unreasonable we will fight back because we are defending our reputation and your shareholding.

They are our values, that is our job.

Conclusion

Ladies and gentlemen, let me conclude.

As you know, Telstra is Australia's largest company. You may not have thought much about it, but it is also the third largest company in the Asia Pacific, and included in the Fortune 500 covering the top 500 companies in the world.

We are very proud of that position.

This offers the potential to exploit market opportunities at home and abroad. Equally, it presents challenges at home and abroad.

The Board and Management remain upbeat that things will eventually swing around - and when they do, Telstra is very well placed to take full advantage of improved circumstances.

It is not by accident that we are well positioned. It is the result of having -

A strong, commercially focused and independent Board.

Coherent, long-term strategies for growth - and, moreover, sticking to them when things get a little tight.

A clear thinking, forward looking senior management team.

And a staff - the overwhelming majority of whom are genuinely interested in delivering superior service and seeking meaningful
engagement with their customers.

I look to the future with confidence because in an uncertain world, it is an absolute certainty that that future will be shaped
fundamentally by people's need to communicate - and providing the networks, products and services to enable them to do just that is what Telstra does best.

Thank you for your time in joining us today.

I now call on the Chief Executive Officer of Telstra, Ziggy Switkowski.




INTRODUCTION


Thank you chairman .. good morning everyone.


The last year has seen Telstra move forward on a number of fronts to strengthen our
operations, processes, and skills. In our core operations, we continued the transformation of our networks,
building another 700,000 additional telephone lines , investing $3.5 billion in infrastructure maintenance, remediation and new platforms, and producing improved levels of customer service nationally - fault repairs, speed of response, connection of new lines - which now stand at all time highs,  generally exceeding 90% achievement against mandated Service Guarantees.

Telstra CountryWide completed its second full year of operation  and demonstrated how regional Australia can be served productively by a business model that ensures our people  live in their communities,  acquire genuine local knowledge,
and make commercial decisions for the relevant allocation of Telstra resources to the special needs of people living outside the major cities.

To fulfill the proper leadership role of Telstra,  we've continued to make thoughtful and timely investments in next generation
technology and products.

We have not paused in our funding in these key areas even as the industry, globally, has stuttered in the aftermath of the high tech meltdown.

The deployment of broadband services is accelerating - as more Australians are discovering the benefits of high speed, always on
connectivity to the internet - via our copper, cable or satellite networks.

Telstra continues to stimulate and lead the market for these services.

The next generation of wireless products and services leverage the quality and coverage of our two excellent national digital
GSM and CDMA mobile phone networks.

And, as the world debates the future of 2 1/2 G and 3G technologies, existing Telstra facilities embrace all options and provide a flexible commercial path into the future, a path that ensures that we will be there for Australian customers in providing  communications services whenever the demand arises.

We are only five years into the Company's privatisation journey, and the Company is nearing best practice in a number of our processes.

And, yes, much remains to be achieved.

The year has seen the increasing application of a process improvement framework called Six Sigma - an international methodology that engages all our people in a structured approach to service and productivity improvement.

The men and women of Telstra are committed to continuous improvement in everything we do.

And, while not taking our eyes off the domestic ball, we've continued to build our businesses in Asia adding the cable assets of Level 3 to the Reach infrastructure joint venture in Hong Kong, forming Telstra Clear in New Zealand, and completing the 100% takeover of the premier wireless company in Hong Kong, CSL.

In short, Ladies and Gentlemen, I confidently assert that your Company is a better Company today than it was a year ago.

Its products are better, its staff are more efficient and more customer oriented, its service performance levels continue to increase, and its cash costs are decreasing.

FINANCIAL RESULTS

Turning to the financial results, the Company delivered creditable numbers and fulfilled its commitments.

Underlying revenue grew 1.7% to $18.8 billion.

This level of revenue growth reflects an industry in transition from the double digit years of the 90's to a more sustainable level nearer half of that in the years ahead.

Underlying EBITDA grew by 5.8% to $9.6 billion.

The EBITDA margin expanded by 2 points to 51.2% on the back of  improvements in our costs and productivity.

Underlying EBIT grew by 5% to $6.6 billion.

We ended the year with net debt of $11.6 billion, gearing at 45%, and interest cover (EBITDA/Interest) of 10.7 times .

That's just about the strongest balance sheet among the world's top telcos.

We paid a record fully franked dividend of 22c for the 01/02 year - 77% of our after tax profits, and a 15.8% increase on last year.

In the year, we produced $3.8 billion of free cash flow after spending $3.5 billion on capex, and paying $2.5 billion in federal and state taxes and charges, and from this cash flow, we distributed a record $2.8 billion to our shareholders, and used the remaining $1billion to reduce our debt.

CONFIDENCE IN THE FUTURE

Last year at this Meeting I assured you as shareholders that nothing that had happened to that point had diminished our optimism for the medium to long term.

That remains our view.

Our future, and that for the industry, is as exciting as ever. Let me explain why.

Growing use of telecommunications services is a fact of daily life for everyone - at home, at work and at play.

After a century of telecommunications being synonymous with voice calling - namely the basic telephone, the mid 90's saw a blossoming of new services - initially fax, then mobile wireless phones and then the internet.

Australians always have an appetite for exciting new products, as has been the case for personal computers, mobile handsets
and most recently access to the internet.
 
But for all the startling recent pace of change, we may be nearer the beginning of an enduring  industry growth phase
than the peak.

Let me point to the fixed line networks .

Our new products and services will go beyond call waiting, call forwarding, caller line identification, multi user conferencing, last number redial, to include screen based phones with internet capability, multiple telephone numbers distinguished by different dial tones off the same line and more customer friendly  voice, video and web-based conferencing solutions.

The internet protocol now extends from the heart of our networks to the outer reaches of our fixed and wireless networks.

Having invested billions of dollars in digitising our networks, and making them internet ready, there is a growing suite of services and applications yet to be explored and adopted by our customers.

Already the reality is that the flow of data associated with internet surfing represents the greater part of our network traffic today.

As our product and service designs and communications continue to improve, and as the population becomes more digitally dextrous, what has been seen as a slowly changing commodity business will show renewed signs of life and growth.

For example, subscriptions to our broadband services are building, and we've forecast 1 million subscribers in the 2005 year.

The introduction of interesting applications, and multimedia rich content, offers the promise of heavy demand for our core services for some generations yet.

We have always been bullish about the outlook for our mobile wireless businesses - and our confidence is undiminished.

Mobile handset ownership, including the new Personal Digital Assistants - devices such as the recently launched Blackberry product , will smoothly grow beyond today's 65% ownership on a per capita basis to more than  100 %, as many users end up owning more than one appliance.

Mobile phones started as a status symbol in the late 80's, progressed to being a basic service in the late 90's, and now are seen to be both mission critical and a lifeline service for all Australians.

We now see how the technology is being extended into a whole range of information, entertainment and utility services - online mobile commerce and banking, bill payment, vending machine transactions, ticketing, game playing, Walkman-like music delivery, gambling, remote monitoring, and alarm system management - the list is  limited only by the imaginations of the applications developers and the inventiveness of our users.

It's revealing how a relatively simple service like SMS can influence an industry so quickly.

There are now more than 250 million SMS messages sent over Australia's wireless networks each month. If you've observed the communications behaviours of your children or grandchildren, you will readily understand this statistic, and agree there is still lots of growth ahead.

Wireless and mobility are defining the new business environment, offering productivity gains to all sectors including health, public safety, defence, transportation, education.

Wireless and mobile PCs, PDAs, point of service terminals, tracking and ordering systems will increasingly connect to our networks and improve service delivery.

And, earlier this week, along with the Chairman, I welcomed the decision of the ACCC which enables the Optus-Foxtel content sharing agreement to proceed, and for Telstra to reward its customers with single bill convenience for bundles of telephony, internet, broadband and Foxtel subscription television services.

This is a very positive step for the nation and its people, for the payTV business, and for Telstra and our customers.

As you add the contributions expected from new services off our core networks, growth in broadband uptake, further developments with wireless, the onset of the era of digital entertainment, the accelerating web enablement of services and processes, these compose a picture of the future which is unreservedly positive.

Indeed, it's possible to look into the long term future and see the outline of an even more exciting picture.

It's not so long ago that the share prices of telcos and technology companies were vastly overpriced as analysts and entrepreneurs awaited the triumph of the so called new economy.

There are times when I wonder if those who once predicted the arrival of the new economy at supersonic speeds will now fail to understand that is in fact arriving by gradual and irreversible evolution with even greater commercial and social consequence.

CHALLENGES AHEAD?

Does this strong company, in this critical industry, have challenges still ahead - Of course, we do !

Here are some of them :

While service delivery continues to improve to record levels, community expectations are also growing - as emphasized in the recent Estens Report.

We cannot hesitate nor lose focus upon always meeting customer needs, however they are presented to us.

We have a responsibility to provide Australians with innovative products and useful services introduced in a comprehensible way,
with fast cycle times.

This we are determined to do.

We continue to have to manage a number of  legacy technical issues - be they pair gain systems, incompatible IT platforms,
or parts of our fixed line networks being beyond their use-by dates.

Programmed  work will continue in the years ahead as we systematically upgrade all our infrastructure - both physical, and associated software.

We have made important investments in Asia. The next step is to deliver the best possible returns from those investments.

The Reach infrastructure  joint venture, in particular, operates in the most troubled part of this industry, (that is for global connectivity and internet bandwidth), and represents a significant commercial challenge, where the year ahead will be quite critical. Reach is but a small part of our larger integrated strategy where some businesses fit the description of a utility commodity infrastructure business.

Other parts of the portfolio show vigorous growth. And we have enterprises in between. Our challenge remains to ensure that our capital management decisions optimise the results from our balanced portfolio.

Although presently slowly growing, this is a fast moving industry. Competition comes at us vigorously, relentlessly, disruptively. As memories fade and equity markets recover, and confidence returns, I expect we will see a new generation of competitors, substantially in the wireless systems, be they 802.11b,  WiFi,  3G etc.

It's going to get lively again, even irrationally exuberant , but we expect to win by getting better.

And, as you have seen in the past week or two, every step we take is interpreted, almost always inaccurately,
as a step towards a possible T3.

We stay focused upon running the business, continuously improving our performance, building greater customer confidence and trust. As the Chairman emphasized, T3 is for Parliament to sort out.

TELSTRA STRATEGY

One reason why the Company has traversed the last couple of turbulent years relatively well is that the Board and management kept their heads while all around were losing theirs. That, as well as the power of our full service integrated telco strategy.

This is reflected in our Strategic Compass which illustrates the areas of concentration by the organization when it comes to capital allocation, and assignment of resources.

This strategy gives us diversity of revenue streams (with no one business providing more than 20% of our revenues), and a relative hedge to shifts in customer usage between different platforms or product sets.

And, when executed well, offering bundles of products from our wireline, wireless, ISP and payTV businesses, and invoicing on an integrated single bill, leads to much higher levels of customer satisfaction, lower churn, improved costs, and solid margins.

It is a powerful formula able to be implemented once the appropriate investment is made in IT systems, and new generation of Customer Relationship Management processes - which are progressively being put in place at Telstra.

The farsighted decisions taken by generations of Telstra executives and Boards have left us with a formidable legacy
of technologies, networks, vendor relationships and product portfolios which we can leverage and build upon in the years ahead.

And the current leadership will add to the legacy :



OUTLOOK AND CONCLUSIONS

As I said as recently as the Oct 21 first quarter results announcement, the near term outlook for Telstra is for continuing performance consistent with that of recent quarters. Our trading results remain steady but subdued.

We have no reason to depart from the full year guidance provided at our recent quarterly results announcements.

The year ahead should see the completion of the industry correction phase - competitor consolidation, balance sheet repair,
global workouts of distressed companies, and recovering industry and equity markets confidence.

Growth should resume in parallel.

Telstra reaffirms it expects to deliver:



and as the chief executive, I reaffirm that the management and staff  of your Company will do all in our power to drive performance and create shareholder value.

Thank you very much.




 
  
  
  
  
  
  
  
  
  
 
 
  Result of Telstra Corporation Limited 2002 Annual General Meeting of Securityholders
 
 
  
  Manner in which the securityholder directed the proxy vote:
  Manner in which votes were cast in person and by proxy on a Poll (where applicable)
 
 
  Resolution
  TOTAL
  votes "for"
  votes "against"
  votes "abstain"**
  votes "discretionary"
  "for"
  "against"
  "abstain"**
 
 
 
 
  2(a) Re-election of Tony Clark
  1,802,898,722
  1,496,010,284
  45,018,176 
  68,455,229 
  261,870,262 
  8,200,074,428
  51,515,882
  68,663,634
 
 
  2(b) Re-election of Robert Mansfield
  1,787,315,606
  1,432,474,292
  93,051,425 
  89,374,250 
  261,789,889 
  8,136,645,232
  99,513,142
  89,485,275
 
 
  2(c) Election of Leonard Cooper
  1,689,535,012
  159,515,239
  1,268,022,372 
  148,244,169 
  261,997,401 
  161,656,570
  7,976,130,033
  148,476,912
 
 
  2(d) Election of Francesco Rossi
  1,681,582,872
  156,613,642
  1,262,983,631 
  148,110,518 
  261,985,599 
  158,764,865
  7,971,092,652
  148,330,211
 
 
  2(e) Election of Mervyn Vogt
  1,672,119,834
  131,816,604
  1,278,211,747 
  149,980,180 
  262,091,483 
  133,794,157
  7,986,502,958
  150,194,482
 
 
  2(f) Re-election of Samuel Chisholm
  1,782,353,854
  1,439,745,872
  80,766,988 
  67,399,896 
  261,840,994 
  8,148,694,325
  82,390,513
  67,518,660
 
 
  2(g) Election of Edvard Pregun
  1,667,263,117
  199,024,979
  1,206,219,857 
  146,255,110 
  262,018,281 
  201,084,442
  7,914,152,880
  146,582,003
 
 
  2(h) Re-election of Catherine Livingstone
  1,787,965,184
  1,479,928,175
  46,236,219 
  66,772,390 
  261,800,790 
  8,184,240,446
  52,441,771
  66,930,815
 
 
  
 
 
  ** Note that votes relating to a person who abstained from voting on an item are not counted in determining
  whether or not the required majority of votes were cast for or against that item.
  
 
 
 

 
 
19 November 2002

C7 Claim Filed

Seven Network Limited and C7 Pty Limited have today served a statement of claim on 19 parties including News Limited, Publishing and Broadcasting Limited, Nine Network Australia, Network Ten Pty Limited, Telstra Corporation Limited, Foxtel Cable Television Pty Ltd, Optus Vision Pty Limited, Austar United Communications Limited and various sporting bodies claiming, amongst other things, breaches of the Trade Practices Act.

Telstra will vigorously defend the claims and believes they will not have a material effect.






































































































































































































































































Media Release

29 November,

2002

395/2002


Telstra's changes to better serve customers


Telstra  Corporation  today  announced  organisational  changes  which will
better serve all customers.


Telstra CEO Dr Ziggy  Switkowski  said the three existing groups of Telstra
Retail,  Telstra  Mobile and Telstra  Country  Wide would be realigned to better
serve  customer  needs for  convenient  and  effective  contact and service from
Telstra.


Dr  Switkowski  said:  "The  Australian   telecommunications   industry  is
completing  its  correction  phase  and  preparing  to enter a new era of growth
fuelled by exciting  new  wireless,  broadband,  entertainment  and  information
products.


"It is timely now for  Telstra to adjust the  organisational  framework  to
ensure we execute  successfully  on our  integrated  full  service  strategy and
continue to lead in all our businesses, taking account of the different needs of
our various customer  groups,  while permitting our senior leaders to operate at
their full potential and deliver improving business results.


"These changes are a sensible next step in the  organisational  development
and  evolution of this company and our efforts to continue the  improvements  we
have made in our customer service."


A new Group, Telstra Consumer and Marketing, is created with responsibility
for  serving  consumer  customers  with  Telstra  products  including  fixed and
wireless  and  data,  the  management  of  Telstra's  brands,   advertising  and
sponsorships,  and for implementing the Company's product bundling  initiatives.
The existing Telstra Mobile Group,  excluding Corporate sales, will form part of
this organisation, which will also include Customer Care, and product management
groups.


Mr Ted Pretty is appointed Group Managing  Director,  Telstra  Consumer and
Marketing.


Telstra  Enterprises is also created out of the former Telstra Retail Group
with responsibility for serving Telstra's corporate,  business,  small to medium
enterprises and government customers with the full range of Telstra products and
systems of interest to this group of customers.


Mr David Thodey is appointed Group Managing Director, Telstra Enterprises.


The sales and service area of Telstra Country Wide is increased to include the
following communities:


                                                                                                          
Dr Switkowski  said:  "This  extends the  successful  TCW customer  focused
business  model  involving  local   management  to  more  provincial  and  outer
metropolitan areas."


Mr Doug Campbell  continues as Group  Managing  Director,  Telstra  Country
Wide, and Group Managing Director, Telstra Technology.


The Networks and Technology  Group is renamed  Telstra  Technology and will
give increasing priority to innovation,  new product  commercialisation  and the
maintenance of Telstra's competitive advantage from its world class networks and
engineering.


Dr Switkowski said Telstra would also bring together its broadband,  online
and media  businesses in a new Group comprising  Telstra's  broadband and online
services business,  its directories and advertising business Sensis, and Telstra
Media (including Telstra's Foxtel investment).


The new group will be headed by Mr Bruce Akhurst who becomes GMD Broadband,
On-line and Media Services while continuing with his current responsibilities of
GMD Wholesale and General Counsel. Mr Akhurst  relinquishes  Regulatory from his
portfolio.


Mr Bill  Scales will take on  additional  responsibilities  for  Regulatory
Affairs with his appointment as Group Managing Director,  Regulatory,  Corporate
and Human Relations.


The portfolios of Group Managing  Directors David Moffatt,  Chief Financial
Officer, Dick Simpson,  President of Telstra  International,  and Michael Rocca,
Infrastructure Services, remain unchanged.


Dr Switkowski said: "As this organisational  structure is implemented,  our
priorities remain continuity of service  improvements,  building momentum in our
revenues and profits and achieving ever higher levels of customer satisfaction.


"Evolution  of  our  structure  will  also  see  continuing   reduction  in
management  layers,   elimination  of  duplicate  activities  and  reduction  of
corporate overheads.


"As well as ensuring  that  strategy and  structure  are properly  aligned,
these  adjustments  to individual GMD  responsibilities  continue the process of
ensuring a balanced  senior  team of leaders  with  widening  telecommunications
experiences across many elements of our businesses."


The portfolio changes take place from January 1, 2003.


Media contact:

Michael Grealy, National Manager Media Relations

02 9206 0106




__________________________________________________________________

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.

TELSTRA CORPORATION LIMITED

/s/ DOUGLAS GRATION

________________________________

Douglas Gration

Title: Company Secretary

Date: 29 November 2002