CONFORMED COPY

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the month of December, 2007

Commission File Number: 001-09531

 

Telefónica, S.A.

(Translation of registrant's name into English)

Gran Vía, 28

28013 Madrid, Spain

3491-459-3050

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

X

 

Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes

 

 

No

X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes

 

 

No

X

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes

 

 

No

X

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

 

 


 

Telefónica, S.A.

 

TABLE OF CONTENTS

 

Item

 

Sequential Page Number

 

 

 

1.

Telefonica- Performance Share Plan

4

 

 

 

 

 

 

 

 

 


 

In accordance with Article 21 of Royal Decree 377/1991 of March 15th, and Article 82 of the Spanish Stock Market Act, (Ley del Mercado de Valores), TELEFÓNICA, S.A. hereby reports the following

 

SIGNIFICANT NOTICE

 

On November 28th, 2007, the Board of Directors of Telefónica, S.A., in accordance with the Performance Share Plan 2006 authorised by the Annual General Shareholders' Meeting of the Company held on June 21st, 2006 and notified on November 13th, 2006 resolved, subject to the report of the Nominating, Compensation, and Corporate Governance Committee, to allocate the shares corresponding to the second cycle of that Plan to the Executive Directors and Executives Officers of the Company in accordance with the attached breakdown.

Madrid, December 5th, 2007.

 

  

 

Communication of remuneration plans for

Directors or Executive Officers granted by listed companies (CNMV Circular 4/2000)

 

 

LIST OF DIRECTORS AND EXECUTIVE OFFICERS WHO ARE BENEFICIARIES OF THE PLAN

 

 

I.- Executive Directors.

 

First name and surname

Maximum number of shares allotted

Percentage of share capital

César Alierta Izuel

116,239

0.0024%

José María Álvarez-Pallete López

53,204

0.0011%

Peter Erskine

151,863

0.0032%

Julio Linares López

57,437

0.0012%

Antonio Viana-Baptista

53,204

0.0011%

 

 

II.- Executive Officers.

 

First name and surname

Maximum number of shares allotted

Percentage of

share capital

Luis Abril Pérez

31,274

0.0007%

Santiago Fernández Valbuena

53,204

0.0011%

Calixto Ríos Pérez

15,671

0.0003%

Ramiro Sánchez de Lerín García-Ovies

30,762

0.0006%

 

 


 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Telefónica, S.A.

Date:

December 5th, 2007

 

By:

/s/ Ramiro Sánchez de Lerín García- Ovies

 

 

 

 

Name:

Ramiro Sánchez de Lerín García- Ovies

 

 

 

 

Title:

General Secretary and Secretary to the Board of Directors