Rule 8.1- O2 plc

Telefonica SA
11 November 2005


                                                            FORM 8.1


          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES

                  FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

      (Rules 8.1(a) and (b)(i) of the City Code on Takeovers and Mergers)


1.         KEY INFORMATION


Name of person dealing (Note 1)               Fonditel Pensiones
Company dealt in                              O2 plc
Class of relevant security to which the       Ordinary Shares
dealings being disclosed relate (Note 2)

Date of dealing                               31 October 2005






2.         INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE



(a)        Interests and short positions (following dealing) in the class of
relevant security dealt in (Note 3)


                                                            Long                              Short


                                              Number                           Number
                                                         (%)                              (%)

(1) Relevant securities                       60,000,000      0.68%                         (    )

(2) Derivatives (other than options)


(3) Options and agreements to purchase/sell


Total                                         60,000,000      0.68%




(b)        Interests and short positions in relevant securities of the company,
other than the class dealt in (Note 3)


Class of relevant security:                                 Long                              Short


                                              Number                           Number
                                                         (%)                              (%)

(1) Relevant securities


(2) Derivatives (other than options)


(3) Options and agreements to purchase/sell


Total





(c)        Rights to subscribe (Note 3)


Class of relevant security:                   Details




3.         DEALINGS (Note 4)



(a)        Purchases and sales


Purchase/sale                          Number of securities                 Price per unit (Note 5)





(b)        Derivatives transactions (other than options)


Product name,         Long/short (Note 6)       Number of securities (Note 7)       Price per unit (Note 5)
e.g. CFD





(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying


Product name,        Writing, selling, Number of securities Exercise   Type, e.g.     Expiry     Option money
                       purchasing,     to which the option             American,
e.g. call option     varying etc.      relates (Note 7)     price      European etc.  date       paid/received
                                                                                                 per unit (Note
                                                                                                 5)
Put Option           Purchasing        10,000,000           £1.58      American       March 2006 £0.009



The above transaction has taken place to close out pre-existing proprietary
positions. The Panel Executive has informed Telefonica on an ex parte basis that
such transaction is permitted and has no Code consequence.



(ii)        Exercising


Product name, e.g. call option         Number of securities                 Exercise price per unit (Note 5)






(d)        Other dealings (including new securities) (Note 4)


Nature of transaction (Note 8)         Details                              Price per unit (if applicable) (Note 5)


4.         OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating
to the voting rights of any relevant securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.




Is a Supplemental Form 8 attached? (Note 9)            NO


Date of disclosure                                                11 November 2005

Contact name                                                      Lucila Rodriguez Jorge
                                                                  Legal Department- Telefonica, S.A.

Telephone number                                                  + 34 91 584 0607

Name of offeree/offeror with which associated                     Telefonica, S.A.
Specify category and nature of associate status (Note 10)         Category (1) Fonditel Pensiones is a subsidiary
                                                                  of Telefonica, S.A.


Notes

The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk




                                                                     LN: 1F7AE18


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