Rule 8.1- O2 plc

Telefonica SA
03 November 2005

                                                                        FORM 8.1



          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES

                   FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

      (Rules 8.1(a) and (b)(i) of The City Code on Takeovers and Mergers)


Name of purchaser/vendor *                      Telefonica, S.A.

Company dealt in                                O2 plc

Relevant security dealt in                      Ordinary Shares

Name of offeree/offeror with which associated   Telefonica, S.A.

Specify category and nature of associate status 1 - Offeror
#

Date of dealing                                 2 November 2005




DEALINGS +


Amount bought                                   Price per unit (currency must be stated)


   25,000,000 shares                            GBp  197.75



   30,000,000 shares                            GBp  197.50



     5,000,000 shares                           GBp  197.25




Amount sold                                     Price per unit (currency must be stated)





Resultant total amount and percentage of the    60m shares / 0.68%
same relevant security owned or controlled



IS A SUPPLEMENTAL FORM 8 (DERIVATIVE)/FORM 8 (OPTION) ATTACHED?           NO


Date of disclosure                              3 November 2005

Contact name                                    Joanna Bates

                                                Central Compliance - Goldman Sachs International
Telephone number                                [phone]




*  Specify the owner or controller in addition to the person dealing.  The
naming of nominees or vehicle companies is insufficient.  In the case of
disclosure of dealings by fund managers on behalf of discretionary clients, the
clients need not be named.

# See the definition of 'associate' in the Definitions Section of the Code.

+  If disclosing dealings/holdings in derivatives or options, please attach
Supplemental Form 8 (Derivative) or Supplemental Form 8 (Option), as
appropriate.



For details of the Code's dealing disclosure requirements, see Rule 8 and its
Notes which can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.




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