Performance Share Plan

Telefonica SA
05 December 2007



In accordance with Article 21 of Royal Decree 377/1991 of March 15th, and
Article 82 of the Spanish Stock Market Act, (Ley del Mercado de Valores),
TELEFONICA, S.A. hereby reports the following



SIGNIFICANT NOTICE


On November 28th, 2007, the Board of Directors of TELEFONICA, S.A., in
accordance with the 'Performance Share Plan 2006' authorised by the Annual
General Shareholders' Meeting of the Company held on June 21st, 2006 and
notified on November 13th, 2006 resolved, subject to the report of the
Nominating, Compensation, and Corporate Governance Committee, to allocate the
shares corresponding to the second cycle of that Plan to the Executive Directors
and Executives Officers of the Company in accordance with the attached
breakdown.



Madrid, December 5th, 2007.


                    Communication of remuneration plans for
 Directors or Executive Officers granted by listed companies (CNMV Circular 4/
                                     2000)


   LIST OF DIRECTORS AND EXECUTIVE OFFICERS WHO ARE BENEFICIARIES OF THE PLAN





I.-  Executive Directors.




           First name and surname               Maximum number of   Percentage of share
                                                 shares allotted          capital
Cesar Alierta Izuel                                         116,239             0.0024%
Jose Maria Alvarez-Pallete Lopez                             53,204             0.0011%
Peter Erskine                                               151,863             0.0032%
Julio Linares Lopez                                          57,437             0.0012%
Antonio Viana-Baptista                                       53,204             0.0011%



II.-  Executive Officers.




           First name and surname              Maximum number of      Percentage of
                                                shares allotted       share capital

Luis Abril Perez                                            31,274              0.0007%
Santiago Fernandez Valbuena                                 53,204              0.0011%
Calixto Rios Perez                                          15,671              0.0003%
Ramiro Sanchez de Lerin Garcia-Ovies                        30,762              0.0006%








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