Notice of AGM

Telefonica SA
20 March 2002

            AGENDA OF THE 2002 ANNUAL GENERAL SHAREHOLDERS' MEETING


The Board of Directors of 'Telefonica, S.A' (the Company) has resolved to CALL
the Annual General Shareholders' Meeting of the Company, to be held in Madrid,
at IFEMA ( Feria de Madrid), Campo de las Naciones, Parque Ferial Juan Carlos I,
Pabellon 6, on April 12th , 2002 at 12.00 a.m. , on second call (if the
necessary legal quorum is not reached on first call which is due to be held at
the same time and place the previous day).


The purpose of this call is to submit to the consideration and approval of the
Annual General Shareholders' Meeting, the items stated in the Agenda below.


                                     AGENDA


 I. Examination and approval, if applicable, of the Annual Accounts and
    Management Report of 'Telefonica, S.A.' and its Consolidated Group of
    Companies, as well as the proposal for the application of the results of
    Telefonica, S.A. and that of the management of its Board of Directors, all
    corresponding to fiscal 2001.

II. Reelection, ratification and, if applicable, appointment of Board members.

III. Adoption of the pertinent resolutions regarding the Auditor of the Company'
    s accounts, as well as those of its Consolidated Group of Companies, in
    accordance with article 42 of the Commercial Code and 204 of the Law of
    Corporations.

IV. Authorization for the acquisition of the Company's own shares, directly or
    through Group companies.

 V. Increases in the share capital to be charged to unrestricted reserves and the
    consequent modification of Article 5 of the Bylaws. Delegation of powers in
    the Board of Directors for the execution of the resolutions.

VI. Issuance of fixed income securities, convertible or exchangeable for shares,
    with the exclusion of the preemptive subscription right. Setting of the
    basic conditions and forms of conversion or exchange, and increase in the
    share capital in the amount necessary to meet the conversion requests.
    Setting of the issue price of the securities, as well as the setting of the
    price of new shares to be converted along with the price of existing shares
    to be exchanged. Delegation of powers in the Board of Directors to execute
    the resolution of the Meeting and to determine the points not established in
    it.

VII. Share capital increase in the amount of 2,180,809 euros, with the issuance
    and floating of the same number of new shares of a nominal value one euro
    each, with an issue premium of 11.61 euros per share, to be subscribed and
    disbursed through a cash contribution in order to cover throughout 2002, the
    needs derived from the establishment of a remuneration system referenced on
    the quotation value of 'Telefonica, S.A.' shares - with the subscription of
    shares and the delivery of option rights on shares - intended for the
    employees of the Endemol Group ( 'PROGRAM EN-SOP'). Total elimination of the
    preemptive subscription right and foreseen incomplete subscription.
    Delegation of powers in the Board of Directors.

VIII. Application of the consolidated tax system.

IX. Delegation of powers for the formalizing, interpreting, correcting and
    executing of the resolutions adopted by the Annual General Shareholders'
    Meeting.


PARTICIPATION OF PUBLIC NOTARY IN THE ANNUAL GENERAL SHAREHOLDERS' MEETING

The Board of Directors has agreed to request the presence of a Public Notary to
draw up the minutes of the Meeting, in accordance with article 114 of the Law of
Corporations in relation with articles 101 and 103 of the Mercantile Register's
rules and regulations.




RIGHT TO INFORMATION


In accordance with that set forth in articles 212, 144 and those concordant in
the Law of Corporations, the Company's shareholders are entitled to examine and
obtain, at the Company's head offices, copies of the documents which, in
relation with points I,V,VI and VII of the Agenda, are to be submitted for
approval by the Shareholders' Meeting. The documents also include the complete
texts of the resolutions proposed and the preceptive reports. Shareholders may
also request that all this information be sent to them free of charge.




RIGHT TO ATTEND


Every shareholder shall be entitled to attend the Annual General Shareholders'
Meeting who holds, at least, 300 shares entered in the shareholder's name in the
corresponding registry of account entries no less than five days before the date
on which the General Meeting is to be held, and provided, also, that each
shareholder documents such circumstance by means of the corresponding attendance
card, or else, by producing a certificate issued by any member Entity of the
Spanish Securities Clearance and Settlement Service, or by any other means
contemplated under the legal provisions in force.


Shareholders who hold a lesser number of shares shall be allowed at any time to
delegate to representation thereof upon a shareholder enjoying the right to
attend the Meeting, and they shall also be entitled to join other shareholders
in a similar situation, in order to reach, jointly, the required number of
shares and bestowing the right in writing.




Shareholders should be aware that should no announcement be publicly to the
contrary, the Shareholders'Meeting will be held at second call on April 12th,
2002, at 12:00 a.m. at the place previously stated.








                           Madrid, March 18th , 2002

         THE GENERAL SECRETARY AND SECRETARY OF THE BOARD OF DIRECTORS

                              ANTONIO ALONSO UREBA



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