Directorate

Telefonica SA
10 November 1999


NEW MEMBER OF THE BOARD

The Board of Directors of 'Telefonica, S.A.', at its meeting held on October
27th, 1999, unanimously agreed, in accordance with article 138 of the Law of
Corporations that Jose Maria Mas Millet, the current Secretary of the Board will
take up the position of member of the Board, replacing Juan Antonio Sagardoy
Bengoechea.  Jose Maria Mas Millet, who at this same meeting accepted the
position, has stated that this will in no way affect his capacity as Secretary
of the Board.


                                                  Madrid, November 4th, 1999