Notice of AGM - Telefonica SA

Telefonica SA
31 March 2004

                            ANTONIO J. ALONSO UREBA

                          Director, General Secretary

                    and Secretary to the Board of Directors

                              TELEFONICA, S.A.



'TELEFONICA, S.A.', in accordance with that stated in article 82 of the
Spanish Stock Market Act (Ley del Mercado de Valores) hereby informs of the
following:


                               SIGNIFICANT EVENT


The Board of Directors of Telefonica, SA., at its meeeting held on March 31st,
2004, has unanimously resolved to call the Annual General Shareholder' Meeting
to be held in Madrid on April 29th and 30th, 2004, at first and second call
respectively. Based on experience in previous years, the aforementioned Meeting
is expected to be held at second call.

The Agenda of the Annual General Shareholders' Meeting is the following:



                                     AGENDA

 I. Examination and approval, if applicable, of the Annual Accounts and
    Management Report of 'Telefonica, S.A.' and its Consolidated Group of
    Companies, as well as the proposal for the application of the results of
    Telefonica, S.A., and that of the management of the Company's Board of
    Directors, all for the 2003 financial year.

II. Shareholder remuneration: distribution of dividends from 2003 net income and
    from the Additional Paid- in capital reserve.

III. Designation of the Accounts Auditor for the 2004 financial year

IV. Authorization for the acquisition of treasury stock, directly or through
    Group companies.

 V. Approval, if appropriate, of the Regulations of the General Meeting of
    Shareholders of 'Telefonica, S.A.'

VI. Delegation of powers to formalize, construe, correct and execute the
    resolutions adopted by the Annual General Shareholders' Meeting.

In addition, pursuant to the provisions of article 115 of the Spanish Stock
Market Act (Ley del Mercado de Valores), in accordance with the wording of this
article stipulated in Act 26/2003 of July 17th, 2003, the General Shareholders'
Meeting shall be informed of the Regulations of the Board of Directors of
'Telefonica, S.A.', as adapted to this Act.

Likewise, it is hereby stated that it is foreseen to make public the official
announcement of the calling of the Annual General Shareholders Meeting in the
Spanish Official Gazette of the Mercantile Registry ('Boletin Oficial del
Registro Mercantil') and in different newspapers on April 2nd , 2004. As from
the publication date of this notice of the meeting, the relevant documents will
be sent to the regulatory bodies and stock exchanges of the different markets
where Telefonica's shares are quoted. Additionally, these documents will be at
shareholders' disposal at the registered headquarters of the Company and at the
Company web pages: www.telefonica.es.


Madrid, March 31st, 2004


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