Directorate Change

Telefonica SA
19 April 2002




                                                                Telefonica, S.A.






Joaquin de Fuentes Bardaji, acting on behalf of and in the name of Telefonica,
S.A., in his position as General Vicesecretary and Vicesecretary of the Board of
Directors


                               HEREBY STATES THAT


In accordance with set forth in paragraph 4 of article 6 of Royal Decree 377/
1991, of March 15th, regarding the announcement of significant participations in
quoted companies, Pedro Luis Uriarte Santamarina, (Director and Vice- Chairman
of the Board), Gaspar Arino Ortiz, Pedro Ballve Lantero and Ignacio Larracoechea
Jausoro, have resigned from the Board of Directors of 'Telefonica, S.A.', all of
whom held the respective share participation in the aforementioned Company, as
registered on the Register of Significant Participations of this Commission.


The resignation of Mr. Uriarte has occurred as a consequence of his voluntary
resignation from his position on April 11th, 2002 and in the cases of Messrs.
Arino, Ballve and Larracoechea this is due to their five- year mandate having
expired on April 12th, 2002.


By virtue of this document and that expressed within, it is requested that this
be admitted as the fulfillment of the obligation to announce the resignation of
Board members, as referred to in article 6.4. of Royal Decree 377/1991, and that
this Commission agrees to exclude the four resigning Board members mentioned
from the Register of Significant Participations in the share capital of
'Telefonica, S.A'




Madrid, April 17th, 2002



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