Completion Compulsory Acqn

Telefonica SA
19 April 2006

                             For immediate release

Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan

19 April 2006

                             RECOMMENDED CASH OFFER

                                       BY

                          GOLDMAN SACHS INTERNATIONAL

                                      AND

                        CITIGROUP GLOBAL MARKETS LIMITED

                                  ON BEHALF OF

                                TELEFONICA, S.A.

                                      FOR

                                     O2 PLC



Completion of compulsory acquisition

Further to its announcement on 23 February 2006 regarding the despatch of
compulsory acquisition notices to O2 Shareholders who had not accepted the
Offer, Telefonica announces that it has today compulsorily acquired the
remaining O2 Shares for which it had not received acceptances (being 94,019,173
O2 Shares representing approximately 1.06 per cent. of O2's issued share
capital) in accordance with the compulsory acquisition notices. Accordingly,
Telefonica and its wholly owned subsidiaries now own 100% of O2's share capital.

Closing of the Offer

In accordance with previous announcements, the Offer will close 14 days
following the date of this announcement.

Terms defined in the offer document dated 21 November 2005 shall have the same
meanings in this announcement.



                                    - ends -



ENQUIRIES

Lloyds TSB Registrars                         Tel:  [phone] (if calling from within the United Kingdom)
                                              Tel:  [phone] (if calling from outside the United Kingdom)

Telefonica                                    Tel:  [phone]
Investor Relations Office

Citigroup Global Markets Limited - London     Tel:  [phone]
Mark Simonian
William Kennish
Matthew Smith

Citigroup Global Markets Limited - Madrid      Tel:  [phone]
Ignacio Gutierrez Orrantia

Goldman Sachs International - London           Tel:  [phone]
Luca Ferrari
Phil Raper (Corporate Broking)

Goldman Sachs International - Madrid           Tel:  [phone]
David Jimenez-Blanco
Juande Gomez-Villalba

Hudson Sandler                                 Tel:  [phone]
Andrew Hayes                                   Fax:  [phone]
Sandrine Gallien



Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for
Telefonica and no one else in connection with the matters described in this
announcement and is not advising any other person and accordingly will not be
responsible to any person other than Telefonica for providing the protections
afforded to clients of Goldman Sachs International or for providing advice in
relation to the matters described in this announcement.

Citigroup Global Markets Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Telefonica and no one else in connection with the matters described in this
announcement and is not advising any other person and accordingly will not be
responsible to any person other than Telefonica for providing the protections
afforded to clients of Citigroup Global Markets Limited or for providing advice
in relation to the matters described in this announcement.

This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities.  Any acceptance or other response to
the Offer should be made only on the basis of information referred to in the
Offer Document.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction.  Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.  Further details in relation to
Overseas Shareholders are contained in the Offer Document.

Unless otherwise determined by Telefonica, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any means or instrumentality (including, without limitation, telephonically
or electronically) of interstate or foreign commerce of, or through any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction, and the Offer should not be
accepted by any such use, means, instrumentality or facilities or from or within
the United States, Canada, Australia or Japan or any such other jurisdiction.
Accordingly, copies of this announcement are not being, and must not be mailed
or otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or Japan and all persons receiving this announcement
(including nominees, trustees and custodians) must not mail or otherwise
forward, distribute or send it in, into or from the United States, Canada,
Australia or Japan.  Doing so may render invalid any purported acceptance of the
Offer.  Notwithstanding the foregoing, Telefonica will retain the right to
permit the Offer to be accepted and any sale of securities pursuant to the Offer
to be completed if, in its sole discretion, it is satisfied that the transaction
in question can be undertaken in compliance with applicable law and regulation.
The Loan Notes will not be made available to O2 Shareholders in the United
States, Canada, Australia or Japan or any other jurisdiction in respect of which
the issue of Loan Notes would be unlawful.






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