remuneration-Board's proposal

Telefonica SA
24 November 2004


                            ANTONIO J. ALONSO UREBA
                          Director, General Secretary
                    and Secretary of the Board of Directors
                              TELEFONICA, S.A.


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


SIGNIFICANT EVENT


The Board of Directors, in its meeting held today November 24th, has agreed to
submit to the next General Shareholders' Meeting corresponding to fiscal year
2004, a proposal to distribute Telefonica, S.A. treasury stock among its
shareholders in the proportion of one (1) share for every twenty five (25)
shares. The distribution will be charged against paid-in capital reserves.
Therefore this proposal fits within current shareholder remuneration policy
approved by the Board of Directors at its meeting of July 23rd, 2003, and is an
execution of the commitment to dedicate a minimum of 4 billion euros to the
acquisition of treasury stock over the period 2003-2006, announced by the
Company on October 10th, 2003.  Such proposal will be added to the agenda for
the abovementioned General Meeting, once determined by the Board.

Attached to this communication is the Press Release that will be distributed to
the media.


PRESS RELEASE


24/11/2004


Today's Board decision must be ratified by next Annual General Meeting



TELEFONICA PROPOSES TO DISTRIBUTE TREASURY STOCK TO ITS SHAREHOLDERS IN A
PROPORTION OF 1 FOR EACH 25
           
•    These shares are related to the treasury stock the company has been
acquiring in the market in execution of its commitment to its medium term share
buyback program for the period 2003/2006.

•    This decision leads the way in the European telecommunications sector
and places Telefonica at the top of the industry in terms of shareholder
remuneration policy.


Madrid, November 24, 2004.- The Board of Directors, in its meeting held today
November 24th, has agreed to submit to the next General Shareholders Meeting
corresponding to fiscal year 2004, a proposal to distribute Telefonica S.A.
treasury stock among its shareholders in the proportion of one (1) share for
every twenty five (25) shares held. The distribution will be charged against
paid-in capital reserves.

This decision responds to Telefonica's commitment to maintain an attractive
shareholder remuneration policy and fits within the measures adopted by the
company in July 23rd and October 10th, 2003, targeted to establish a multiyear
remuneration framework in line with international best practices.

These commitments had set a minimum annual ordinary dividend of 0.40 euros per
share for the period 2004-2006, complemented with an additional retribution of a
minimum 4 billion euros share buy-back program to be implemented during the same
timeframe.

Since then, Telefonica has been progressively increasing treasury stock to the
levels of close to 55% of the aforementioned share buy-back program. Once
approved by the next General Shareholders Meeting, the distribution will be
charged against treasury shares.


Para mas informacion / For further information

Direccion de Comunicacion Corporativa                    Tel:  [phone]
Press Office                                             Fax:  [phone]
Gran Via, 28 - 3(a) Planta                        e-mail:  [e-mail]
28013 - MADRID                            http://www.telefonica.es/saladeprensa



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