Result of AGM

Telefonica SA
10 April 2000


OUTCOME OF TELEFONICA's GENERAL ORDINARY SHAREHOLDER's MEETING

The Annual General Shareholders' Meeting of 'Telefonica, S.A.', at its  meeting
held  on  Friday, April 7th, 2000, at second call - with the attendance of  the
holders  of  1,395,858,865  shares, which were either  present  or  represented,
constituting  42.50  per  cent of the Company's share  capital,  approved  by  a
 sufficient  majority of votes - in all cases by a majority exceeding two 
thirds of the shares present or represented at the Meeting - all the proposals
that the Board of Directors had resolved to submit for consideration and
approval by  the Meeting,  these  being  the  twelve points  that  made  up  the
 Agenda  of  the aforementioned  Meeting.   These proposals, except those  that 
corresponded  to point  II of the Agenda, had already been announced to this
Commission on  March 21st  of  this  year,  by way of a complete copy of the 
text,  along  with  the obligatory documentation and reports.  

As  included  in point II of the Agenda, the Shareholders' Meeting approved  the
naming  of  Pedro  Luis  Uriarte  Santamarina  and  Jose  Ignacio  Goirigolzarri
Tellochea  as  members  of  the Board for the five-year  period  stated  in  the
by-laws,  and  these will cover the vacancies arising from the resignations  of
Jose Maria Concejo Alvarez and Francisco Gomez Roldan.

TELEFONICA  SHAREHOLDERS APPROVED STOCK OPTIONS PLAN; CHAIRMAN  JUAN  VILLALONGA
ANNOUNCES IPO'S OF MOBILE TELEPHONE AND UNDERSEA CABLE UNITS

The  shareholders of Telefonica approved the 1999 results and among  the  points
included  on the Agenda approved on Friday 7th,  two capital increases  of  1x50
shares  are  worthy  of mention, and these will be charged to freely  disposable
reserves and given to the shareholders free of charge.

The  compensation  schemes  of stock options for the employees  will  be  called
 'TIES',   will  allow  all  the  Telefonica  employees  that  comply  with  
the  requirements  set forth by the Board of Directors to acquire  a  set 
number  of  shares, which will vary depending on the employee's salary bracket,
at the price of  5  euros  each. Those employees that already participate in
another  options programme  similar to this, may not participate in the new
compensation  scheme.  The  employee  will be entitled to acquire a set number
of options to  subscribe new shares, depending on the number of shares already
subscribed.

In  order  to  launch the 'TIES' scheme, the Shareholders' Meeting approved  two
capital increases of euros 1,197,880 and euros 31,504,244, through the issue and
 listing of the same number of ordinary shares.

The  Shareholders' Meeting also approved the compensation schemes linked to  the
share  value,  which  will be called 'RISE' and 'TOP'.  The  'RISE  scheme' was
launched  in  February  1997 and matured in February of  this  year.  This  plan
entitled 100 management members the right to receive economic retribution, to be
set at the date of maturity, in accordance with the increase in market value of
Telefonica,  S.A. shares. The total number of Telefonica shares  making  up  the
'RISE scheme' amounted to 307,339.

The  Company paid Ptas 2,800 million over the three-year duration of  the  'RISE
scheme' in hedging costs, which amounted to Ptas 933 million a year.

The  earnings  received  by the scheme's participants, which  have  come  as  an
 increase in the share's market value, have not meant any additional cost of the
 Company over and above the hedging costs already mentioned.

The  'TOP scheme' was approved by the Board of Directors of Telefonica, S.A.  on
 May 26th, 1999, and has four-year and three-month maturity dated from the
moment  of  launching which was June 28th 1999. The 'TOP scheme', which includes
450  of the  Telefonica  Group's managers, grants each beneficiary  a number  of
 stock options  for each Telefonica, S.A. share linked to the scheme. The total 
number of shares linked to the 'TOP scheme' amounts to 270,237.

The  hedging cost of the 'TOP scheme' for the Telefonica Group amounted to  Ptas
 12,000  million, of which Ptas 3000 million is paid per year over the 
four-year  duration  of  the scheme. Once again, the earnings received by the 
participants  derived  from the share's increase in market value, will not mean
any additional  cost to Telefonica, S.A. throughout the duration of the scheme.

The  Shareholders'  Meeting likewise approved a capital increase  to  cover  the
acquisition of 100% of the Dutch content company Endemol, which will be  carried
out through the exchange of this company's shares with those of Telefonica, S.A.
 The nominal amount of this increase will be up to a maximum of euros
215,200,000  and  will  be  carried out through the issue and listing of the
same  number  of  shares, with a face value of one euro each, and an issue
premium of euros 2.875, Telefonica will hand over shares to the value of euros
5,480,813,020,  which  is  the value set for the Endemol shares.

The agreement between Telefonica and Endemol signifies the union between one  of
Europe's  most important producers and distributors of content, and the  Spanish
and  Portuguese  speaking  world's  greatest distributor  of  telecommunications
 services.  Endemol's  creative capacity will provide  new  content  for  all 
of  Telefonica's distribution channels: Telefonica Media, Terra Networks,
Telefonica Moviles and future broad band projects.

Telefonica's  Shareholders'  Meeting also approved  a  capital  increase  for  a
nominal  amount of euros 5,207,903, through the issue and listing  of  5,207,903
shares  of a face value of one euro each, to acquire, through a public  exchange
 offering, certain shares of the Brazilian operator, Telesp.

The  chairman  of  Telefonica also praised the work of Jose  Maria  Concejo  and
 Francisco Gomez Roldan as members of the Company's Board of Directors,  for 
the  past  25 and 7 years, respectively. The Shareholders' Meeting also ratified
 the  appointing  of  Pedro Luis Uriarte and Jose Ignacio Goirigolzarri to 
substitute  the previously mentioned members.

UPCOMING IPO's

Juan Villalonga, Chairman of Telefonica, S.A., also referred to the floating  of
 other  Telefonica Group companies and announced that 'over the next few 
months, the  undersea  cable  company  will be floated on the  stock  market, 
which  is  estimated  to be valued at between 9 and 11 billion dollars'. The
Chairman  went on  to  specify that this 'will take place before the summer'. 
He  also  stated  that  'the  Company  is preparing the floating of Telefonica
Moviles  which  is foreseen to take place this autumn'.

Juan Villalonga also announced that 'for the time being, Telefonica Media will
not be floated, as the  world's content companies   are as yet undervalued and,
if we continue to grow, the value that we will be able to offer our shareholders
will be far greater'.  He then went on to say that neither are there plans to
float Telefonica Data, which is responsible for all the data communications and
integrated corporate solutions businesses, not only in Spain but also throughout
Europe and Latin  America.

The Chairman of Telefonica announced the creation of a new 'line of distribution
related  with Internet to solve the logistics of e-commerce, whose head  offices
 will be in Catalonia and will complement our Group's businesses'.

The  Company's  Board of Directors approved a training programme which,  in  its
 first  stage will take on 1000 business people. It aims to give back up  to 
the launching  of  activities related with the New Economy,  at  the  same time 
as permitting  their listing on the Nasdaq. 'We already have projects in mind 
for  Catalonia and we intend to launch these immediately'.

                                                      Madrid, April 10th, 2000