Change to Board of Directors

Telefonica SA
10 August 2000

                           A SIGNIFICANT EVENT

Telefonica, S.A., in accordance with that stated in article 82 of the Spanish
Stock Market Law and that set forth in the Circular Letter 14/1998 of the
Spanish Securities Commission of December 28th 1998, hereby announces the
following:-


The Board of Directors of Telefonica S.A., at its meeting held today August
10th, has agreed to appoint as Directors of the aforementioned Board, Fernando
Abril-Martorell Hernandez and Luis Lada Diaz, and at the same time, has accepted
the resignation of Luis Martin de Bustamante.

The Board has likewise decided to name Fernando Abril-Martorell Hernandez Chief
Executive Officer and member of the Standing Committee of Telefonica S.A., and
Luis Lada Diaz, Chairman and CEO of Telefonica Moviles, S.A.

'Telefonica S.A.' is, as always, at the entire disposal of the Spanish
Securities Market Commission should any further information be required.

Madrid August 10th, 2000

Fdo: Jose Ms Max Millet
General Secretary Telefonica S.A.



    FERNANDO ABRIL-MARTORELL APPOINTED CHIEF EXECUTIVE OFFICER OF TELEFONICA

Luis Lada joins Board of Directors and has been proposed as new executive
president of Telefonica Moviles.

Madrid, 10 August, 2000  - The Board of Directors of Telefonica, S.A. at an 
extraordinary meeting today unanimously approved the appointments of Fernando
Abril-Martorell and Louis Lada as new members of the Board.

Fernando Abril-Martorell and Luis Lada will occupy the vacancies left by the
recent resignations of the president of Telefonica and of Luis Martin de
Bustamante who, after holding important executive positions in Spain and Latin
America, has left the company with which he has been associated for the past
20 years. Mr. Martin de Bustamante led the privatization of Telefonica de 
Argentina and held the presidency of that company. In 1998 he was named chief
executive officer of Telefonica de Espana and he was until today President of 
Telefonica Moviles.

The Board was also informed that Manuel Garcia-Duran, following a fruitful
period at Telefonica during which he held the posts of President of Telefonica
Media, Vice-president of Antena 3 Television and Director General of
Communication, Institutional Relations, Corporate Marketing, Advertising and
Brand Management, leaves the Telefonica Group to devote himself to other 
activities.

The Board of Directors also appointed Ferrando Abril-Martorell as chief
executive officer of Telefonica S.A. and has proposed that the Board of
Directors of Telefonica Moviles, S.A. designate Luis Lada as executive president
of that company.

Fernando Abril-Martorell joined Telefonica, S.A. in January, 1997 as Chief
Financial Officer, a post in which he took an active part in the privatization
of the company, the capital increase of 1998 and the acquisition of Brazilian
companies in the privatization process of that country's telephone system.

He combined the post of Chief Financial Officer with that of President of TPI
from December 1998 until September 1999. From September 1999 he devoted himself
exclusively to the post of Executive President of TPI and was the 
principal architect of the company's initial public offering.

Luis Lada Diaz is chief executive officer of Telefonica Moviles Espana and has
been a member of the executive committee of Telefonica. He joined Telefonica
in 1973 in the Research and Studies Center, where he was responsible, in
succession, for data transmission, telephone terminals and new
telecommunications services.

In 1984 Mr Lada was named assistant director general of Planning at Telefonica,
in charge of Technical Plans and Investments. In 1985 he also took
responsibility for Network Supervision, and in 1986, for Technology and
Technical Norms. Following a brief period with the Amper Group, he rejoined
Telefonica as assistant director general for Affiliates and Associated
Companies. In 1994 he was appointed chief executive officer of Telefonica 
Moviles Espana.



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