Offer Document Posted

Telefonica SA
21 November 2005



   Not for release, publication or distribution in or into the United States,
                           Canada, Australia or Japan


21 November, 2005
FOR IMMEDIATE RELEASE



                             RECOMMENDED CASH OFFER

                                       BY

                          GOLDMAN SACHS INTERNATIONAL

                                      AND

                        CITIGROUP GLOBAL MARKETS LIMITED

                                  ON BEHALF OF

                                TELEFONICA, S.A.

                                      FOR

                                     O2 PLC



Posting of Offer Documentation

Further to the announcement made on 31 October 2005, Telefonica announces that
the document (the 'Offer Document') containing the full terms and conditions of
the Offer being made by Goldman Sachs International and Citigroup Global Markets
Limited on behalf of Telefonica is being posted to O2 Shareholders today,
together with the Form of Acceptance and in the case of O2 Easyshare
Shareholders together with the Form of Instruction.

If you hold O2 Shares in certificated form, to accept the Offer, the Form of
Acceptance should be completed, signed and returned as soon as possible and, in
any event, so as to be received by Lloyds TSB Registrars by no later than 1.00
p.m. (London time) on 12 December 2005.

If you hold O2 Shares in uncertificated form (that is, in CREST), to accept the
Offer, an Electronic Acceptance should be sent through CREST so that the TTE
instruction settles as soon as possible and, in any event, by no later than 1.00
p.m. (London time) on 12 December 2005.  If you hold O2 Shares as a CREST
sponsored member, you should refer to your CREST sponsor as only your CREST
sponsor will be able to send the necessary TTE instruction to CREST.

Terms defined in the Offer Document shall have the same meanings in this
announcement.

The Offer Document will be available on Telefonica's website, www.telefonica.es



Telefonica                                          Tel:  [phone]
Investor Relations Office


Citigroup Global Markets Limited - London           Tel: [phone]
Mark Simonian
William Kennish
Matthew Smith



Citigroup Global Markets Limited - Madrid           Tel: [phone]
Ignacio Gutierrez Orrantia



Goldman Sachs International - London                Tel: [phone]
Luca Ferrari
Phil Raper (Corporate Broking)



Goldman Sachs International - Madrid                Tel: [phone]
David Jimenez-Blanco
Juande Gomez-Villalba



Hudson Sandler                                       Tel:  [phone]
Andrew Hayes                                         Fax: [phone]
Sandrine Gallien



Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for
Telefonica and no one else in connection with the matters described in this
announcement and is not advising any other person and accordingly will not be
responsible to any person other than Telefonica for providing the protections
afforded to clients of Goldman Sachs International or for providing advice in
relation to the matters described in this announcement.

Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Telefonica and no one else in connection with the matters described in this
announcement and is not advising any other person and accordingly will not be
responsible to any person other than Telefonica for providing the protections
afforded to clients of Citigroup Global Markets Limited or for providing advice
in relation to the matters described in this announcement.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities.  Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction.  Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.  Further details in relation to
Overseas Shareholders are contained in the Offer Document.

Unless otherwise determined by Telefonica, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any means or instrumentality (including, without limitation, telephonically
or electronically) of interstate or foreign commerce of, or through any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction, and the Offer should not be
accepted by any such use, means, instrumentality or facilities or from or within
the United States, Canada, Australia or Japan or any such other jurisdiction.
Accordingly, copies of this announcement are not being, and must not be mailed
or otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or Japan and all persons receiving this announcement
(including nominees, trustees and custodians) must not mail or otherwise
forward, distribute or send it in, into or from the United States, Canada,
Australia or Japan.  Doing so may render invalid any purported acceptance of the
Offer.  Notwithstanding the foregoing, Telefonica will retain the right to
permit the Offer to be accepted and any sale of securities pursuant to the Offer
to be completed if, in its sole discretion, it is satisfied that the transaction
in question can be undertaken in compliance with applicable law and regulation.


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