Doc re. Merger Prospectus F-4

Telefonica SA
14 March 2005



               TELEFONICA, S.A AND TERRA NETWORKS MERGER PLAN

As reported in the significant event filed under RNS number 6920J, Telefonica
submitted registration form F-4 to the Securities and Exchange Commission (SEC),
the US stock market regulator on March 7, 2005, in relation to its announced
takeover of Terra Networks, S.A. and its capacity as the acquiring company, in
accordance with US stock market regulations.


Two copies of the above form F-4 have been submitted to the UKLA and will
shortly be available for inspection at the UKLA's Document Viewing Facility
which is situated at:


Financial Service Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS





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