Stock Dividend

Telefonica SA
13 February 2003




                              ANTONIO ALONSO UREBA

                               General Secretary

                    and Secretary of the Board of Directors

                               TELEFONICA S.A.



'TELEFONICA, S.A.', in accordance with that stated in article 82 of the
Spanish Stock Market Law, hereby announces the following.


                               SIGNIFICANT EVENT


     The Standing Committee of the Board of Directors of Telefonica, S.A. at its
meeting held on February 12th, 2003 has declared the Company's share capital to
have increased in the amount of Euros 97,213,225, through the issue of
97,213,225 ordinary shares that has been allocated free of charge to
shareholders with the charge made to freely disposable reserves.


At this same meeting, the Standing Committee has resolved to execute the second
capital increase on the Company's share capital, to be charged to freely
disposable reserves, as approved by the Annual General Shareholders' Meeting of
April 12th, 2002, through the issuance of the 99,157,490 of new ordinary Company
shares, of the same series and carrying the same rights as those currently
outstanding, with a nominal value of one euro each.


     This capital increase shall be effected wholly subject to the conditions
established in the resolution corresponding to point V, paragraphs C) and D), of
the Agenda of the Annual General Shareholders' Meeting of April 12th, 2002, and
the new shares shall be issued in accordance with the provisions of the Stock
Market Law 24/1988 of July 28 (Ley del Mercado de Valores) and other pertinent
regulations.


     For this purpose, once the procedures established by law to satisfy the
prior legal requirements in order to execute the capital increase have been
fulfilled, the corresponding announcement shall be published in the Official
Gazette of the Mercantile Register ('Boletin Oficial del Registro Mercantil'),
thus marking the start of the period of free allocation of the new shares in the
ratio of one new share for every fifty old shares held. In order to achieve
this, Company shareholders will be those natural or juridical persons who at the
close of the day immediately prior to the date of the beginning of the free
allocation period, appear as the holders of Company shares on the accounting
registers of the member entities of the Spanish Securities Settlement and
Clearance Service ('Servicio de Compensacion y Liquidacion')


     The period of free allocation shall be fifteen days, during which time the
right to free allocation corresponding to shareholders may be exercised through
any member entity of the Spanish Securities Settlement and Clearance Service,
and may also be transferred and traded under the same conditions as the shares
from which they derive.


The new shares issued will entitle holders to receive the entire amount of the
dividends distributed from the time of the ending of the free allocation period.


Lastly, the Company will request as soon as possible the new shares to be
admitted to official listing on the markets where the Company's shares are
already traded.




                                                    Madrid, February 13th , 2003


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