This document discusses phonemes and allophones. It defines a phoneme as a minimal class of phones that contrast meaning between utterances. Most languages have 50 or fewer phonemes. It notes that the phones in a phoneme can vary between languages. It then gives examples of how phonemic categories differ between English and Spanish for r, l, b and v. The document defines allophones as phones within the same phoneme. It states the goals of phonemic analysis are to identify phonemes, allophones and their distribution. It describes free variation and complementary distribution of allophones and gives examples of phonetic contexts that determine allophone use.