Directorate Change

Telefonica SA
21 December 2005



Telefonica S.A., as provided in article 82 of the Spanish Securities Market Act
(Ley del Mercado de Valores) and in accordance with set forth in paragraph 4 of
article 6 of Royal Decree 377/1991, of March 15th, regarding the announcement of
significant participations in quoted companies, hereby reports the following





SIGNIFICANT EVENT





The Board of Directors of 'Telefonica, S.A.', at its meeting held today, has
accepted the resignations from their positions on the Board of Mr Jose Antonio
Fernandez Rivero (also member of the Audit and Control Committee) and Mr Jesus
Maria Cadenato Matia.



Likewise, the Board has agreed, preceded by the relevant favourable report from
the Nominating, Compensation and Corporate Governance Committee, the appointment
by cooption of the new Board members Mr Vitalino Manuel Nafria Aznar and Mr
Julio Linares Lopez.



Lastly, the Board of Directors agreed to appoint Mr Gregorio Villalabeitia
Galarraga as member of the Audit and Control Committee .









Madrid, December 21st, 2005.






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