Directorate Change

Telefonica SA
23 January 2008





As provided in article 82 of the Spanish Stock Market Act (Ley del Mercado de
Valores), TELEFONICA S.A. hereby reports the following







SIGNIFICANT EVENT




The Board of Directors of the Company, at the meeting held today, has been
informed of and acknowledged the resignations tendered by Board members Mr.
Manuel Pizarro Moreno and Mr. Antonio Viana-Baptista from their directorships.



In view thereof, the Board of Directors has unanimously resolved, at the
proposal of the Nominating, Compensation and Corporate Governance Committee, the
interim appointment of Mrs. Eva Castillo Sanz and Mr. Luiz Fernando Furlan as
new members of the Board of Directors, both as independent Directors.



Also, upon the prior favourable report of the Nominating, Compensation and
Corporate Governance Committee, the Board has appointed Mr. Gonzalo Hinojosa
Fernandez de Angulo as new member of the Executive Committee of the Board, and
Mr. Carlos Colomer Casellas as new member of the Nominating, Compensation and
Corporate Governance Committee.




Madrid,  January 23rd,  2008.




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