Assignation of Options

Telefonica SA
27 March 2001


              NEW ASSIGNATION OF THE OPTIONS DERIVED FROM THE 
            RETRIBUTIVE SCHEME 'PLAN TOP' AIMED AT THE COMPANY'S 
                             TOP MANAGEMENT


'Telefonica, S.A.', through the resolution undertaken by its competent organs,
and as a result of the new incorporations and promotions that have taken place
in the Group's companies, has carried out a new assignation of the option rights
derived from the retributive scheme that comes under the name 'Plan Top' aimed
at certain members of the Group's top management.

The new assignation of option rights has not required any increase whatsoever in
the 'Plan Top', as the same option rights already held by the Company and which
were pending assignation have been used.

Therefore, the conditions carried by these new option rights are specifically
those included in the 'Plan Top', with no other difference except that of its
strike price, which coincides with that of the share's trading price at the
moment of the approval of the new assignation by the Company's competent organ.

The breakdown of the new assignation of options is as follows:

1. Francisco de Bergia Gonzalez, Fiscal Identification Number 251,291 - Q
General Manager, assistant to Chairman:

Has been assigned 32,700 Type A options, at a strike price of Euros 18.45, and
32,700 Type B options, at an exercise price of Euros 24.9075, which represent
0.388% of the total number of options that make up the 'Plan Top'.

Mr. de Bergia already had, as stated in the Announcement presented on October
18th, 2000, 45,270 Type A options, and 45,270 Type B (at the strike prices
applicable to the aforementioned Plan), so his total participation in the 'Plan
Top' amounts to 0.926%.


2. Oscar Maraver Sanchez-Valdepenas, Fiscal Identification Number 50,273,422-E,
General Manager of Corporate Human Resources:

Has been assigned 32,700 Type A options, at a strike price Euros 18.45, and
32,700 Type B options at a strike price of Euros 24.9075, which represent 0.388%
of the total number of options that make up the 'Plan Top'.

Mr. Maraver already had, as stated in the Announcement presented on October
18th, 2000, 45,270 Type A options, and 45,270 Type B (at the strike prices
applicable to the aforementioned Plan), so his total participation in the 'Plan
Top' amounts to 0.926%.


3. Antonio Palacios Esteban, Fiscal Identification Number 13,681,300-A,
General Manager of Resources:

Has been assigned 77,970 Type A options, at a strike price of Euros 14.5052 and
77,970 Type B options, at a strike price of Euros 21.7554, which represent
0.926% of the total number of options that make up the 'Plan Top'.

It should be pointed out that Antonio Palacios was included in the 'Plan Top'
when this was first implanted, although on his leaving the Company he lost this
position, but since his return he has once again become a beneficiary of this
scheme.


4. Calixto Rios Perez, Fiscal Identification Number 364,940-E, General Manager
of Institutional Relations:

Has been assigned 77,970 Type A options, at a strike price of Euros 18.45 and
77,970 Type B options, at a strike price of Euros 24.9075, which represent
0.926% of the total number of options that make up the 'Plan Top'.