AGM Calling

Telefonica SA
28 March 2007

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





SIGNIFICANT EVENT





The Board of Directors of TELEFONICA, S.A., at its meeting held today, has
unanimously resolved to call the Annual Shareholders' Meeting to be held in
Madrid, at the Casa de Campo Exhibition Centre, Pabellon de Cristal, Avenida de
Portugal, s/n at 12 pm on May 9th, 2007 on first call and, if the legally
required quorum is not reached and therefore the Meeting cannot be on first
call, at 12 pm on May 10th, 2007 on second call at the same place.



The Agenda of the Annual General Shareholders's Meeting, that has been approved
in the aforesaid Board's meeting, is the following:





                                     AGENDA



     I.     Examination and approval, if appropriate, of the Individual Annual
Accounts, of the Consolidated Financial Statements (Consolidated Annual
Accounts) and of the Management Report of Telefonica, S.A. and its Consolidated
Group of Companies, as well as of the proposed allocation of profits/losses of
Telefonica, S.A. and of the management of its Board of Directors, all with
respect to the Fiscal Year 2006.



II.         Re-election, ratification, and appointment, if appropriate, of
Directors.



III.       Authorization to acquire the Company's own shares, either directly or
through Group Companies.



IV.                  Delegation to the Board of Directors of the power to issue
debentures, bonds, notes and other fixed-income securities, be they simple,
exchangeable and/or convertible, with an allocation in the last case of the
power to exclude the pre-emptive rights of shareholders and holders of
convertible securities, the power to issue preferred shares, and the power to
guarantee the issuances of subsidiaries.



V.                     Reduction in share capital by means of the repurchase of
the Company's own shares, with the exclusion of creditors' right to challenge
the repurchase, and revising the text of the article of the By-Laws relating to
share capital.



VI.                  Amendment of the By-Laws.



VI.1     Amendments regarding the General Shareholders' Meeting: amendment of
Article 14 (Powers of the shareholders acting at a General Shareholder'
Meeting); Amendment of paragraphs 1 and 3 of Article 15 (Ordinary and
Extraordinary Shareholders' Meeting); amendment of paragraph 1 of and addition
of paragraph 4 to Article 16 (Call to the General Shareholders' Meeting);
amendment of Article 18 (Shareholders' Right to Receive Information); amendment
of Article 19 (Chairmanship of the Meeting and Preparation of the Attendance
Roll); and amendment of paragraph 2 of Article 20 (Deliberations and Voting).



VI.2     Amendments regarding proxy-granting and voting by means of
long-distance communication and remote attendance at the Meeting: amendment of
Article 17 (Right to attend); insertion of a new Article 17 bis (Remote
attendance by electronic or data transmission means); and insertion of a new
Article 20 bis (Casting of votes from a distance prior to the Meeting).



VI.3     Amendments regarding the Board of Directors: elimination of paragraph 4
of Article 24 (Composition and Appointment of the Board of Directors); amendment
of paragraph 2 of Article 25 (Requirements for appointment as Director);
amendment of Article 27 (Meetings, quorum and adoption of resolutions by the
Board); amendment of Article 30 (Powers of the Board of Directors); and
amendment of Article 31 bis (Audit and Control Committee).



VII.                Amendment of the Regulations for the General Shareholders'
Meeting.



VII.1    Amendment of Article 5 (Powers of the shareholders at the General
Shareholders' Meeting).



VII.2    Amendments relating to the call to and preparation of the General
Shareholders' Meeting: amendment of paragraph 2 of Article 7 (Power and
obligation to call to meeting); insertion of a new sub-section 3 in Article 8
(Publication and notice of the call to meeting); amendment of sub-section 2 of
Article 9 (Information available to the shareholders from publication of the
notice of the call to meeting); amendment of sub-section 3 of Article 10 (Right
to receive information).



VII.3    Amendments relating to proxy-granting and voting by means of
long-distance communication and remote attendance at the Meeting: amendment of
sub-section 1 and insertion of new sub-sections 5 through 7 of Article 13
(Proxy-granting and representation); amendment of sub-section 6 of Article 15
(Preparation of the Attendance Roll); insertion of a new Article 17 bis (Remote
attendance by electronic or data transmission means); and insertion of a new
Article 20 bis (Casting of votes from a distance prior to the Meeting).



VII.4    Other amendments: amendment of Article 21 (Voting on the proposed
resolutions) and amendment of Article 24 (Continuation).



VIII.    Delegation of powers to formalize, interpret, cure and carry out the
resolutions adopted by the shareholders at the General Shareholders' Meeting.







Madrid, March 28th, 2007














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