Doc re. AGM documentation

Telefonica SA
29 April 2005





Telefonica has submitted to the UK Listing Authority two copies of the documents
stated below to be made available to the shareholders of the Company so that
they can exercise their right of information:



-                The complete text of the proposals to be submitted for
deliberation and approval of the General Meeting. These proposals have been
filed under RNS No.6299L.

-                Information on Point I of the Agenda:

Annual accounts (Balance Sheet, Profit and Loss Statement and Notes to the
Accounts) and Management Reports of Telefonica, S.A. and its Consolidated Group
of Companies, with the corresponding Auditors' Reports, as well as the proposal
for the application of the results, all for 2004 financial year.

-                Information on Point III of the Agenda: proposed merger between
Telefonica, S.A. and Terra Networks, S.A.

-                The Merger Plan.

-                The report of the Independent Expert on the Merger Plan.

-                The reports of the Directors of each of the companies taking
part in the merger on the Merger Plan.

-                The Annual Accounts and Management Reports for the last three
years for each of the companies taking part in the merger, with the
corresponding Auditors' reports.

-                The Merger Balance Sheet for each of the companies taking part
in the merger, accompanied by the verification report issued by the Auditor (in
both cases this Balance Sheet is the Balance Sheet for the year ended December
31st, 2004, to be approved by their respective Annual General Shareholders'
Meetings).

-                The current Bylaws of each of the companies taking part in the
merger.

-                The list of first names, surnames, ages, nationalities and
addresses of the Directors of each of the companies taking part in the merger,
the date on which they took office and, where appropriate, the same information
in relation to the people who are going to be proposed as Directors as a result
of the merger.

 These documents will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

London

E14 5 HS


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