SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 3)^*

Telefónica, S.A.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

87938220

(CUSIP Number)

Javier Malagón Navas
Authorized Representative of
Banco Bilbao Vizcaya Argentaria, S.A.
Paseo de la Castellana 81, 20^th Floor
28046 Madrid
Spain
011-34-91-537-8172

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2006

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o.

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
     ^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 87938220 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Banco Bilbao Vizcaya Argentaria, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION      Kingdom of Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 342,585,354
		8	SHARED VOTING POWER Not applicable
		9	SOLE DISPOSITIVE POWER 342,585,354
		10	SHARED DISPOSITIVE POWER Not applicable.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 342,585,354
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.32%
14	TYPE OF REPORTING PERSON* BK

*See response to Item 3

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   Item 1. Security and Issuer

     Banco Bilbao Vizcaya Argentaria, S.A. hereby amends and supplements its Report on Schedule 13D, originally filed on February 7, 2000 (as heretofore amended and supplemented, the “Schedule 13D”) with respect to the purchase of ordinary shares of €1.00 par value (the “Shares”) of Telefónica, S.A. (the “Company”). Unless otherwise indicated, capitalized terms used in this Amendment No. 3 (the “Amendment”), but not defined herein, shall have the meaning assigned to such term in the Schedule 13D.

     Rule 13d-2(e) of the Exchange Act provides that the first electronic format amendment to a paper format Schedule 13D shall restate the entire text of the Schedule 13D. Accordingly, the Schedule 13D and each of the prior two amendments thereto are being filed as part of this Amendment as Exhibit 1, Exhibit 2 and Exhibit 3 hereto and are incorporated by reference herein for all purposes. Because previously filed paper exhibits to a Schedule 13D are not required to be restated electronically, exhibits to the Schedule 13D previously filed in paper format are not being refiled with this Amendment.

   Item 2. Identity and Background.

      Item 2 of the schedule 13D is hereby amended and supplemented by the following information:

     The person filing this statement is Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), whose principal business office is located at Paseo de la Castellana 81, 28046 Madrid, Spain. The names, addresses, occupations and citizenship of the executive officers and directors of BBVA are set forth on Annex A hereto.

   Item 3. Source and Amount of Funds or Other Consideration.

      Item 3 of the Schedule 13D is hereby amended and supplemented by the following information:

     Since the filing of Amendment No. 2 to the Schedule 13D on December 22, 2000 (attached hereto as Exhibit 3) through June 30, 2006, BBVA has, directly and indirectly, acquired through open market purchases an additional 67,968,894 Shares. These acquisitions were funded with internally generated funds.

   Item 4. Purpose of Transaction.

      Item 4 of the Schedule 13D is hereby amended and supplemented by the following information:

     BBVA intends to review its holdings in the Company on a continuing basis and, depending upon the price and availability of the Shares, subsequent developments affecting the Company, the business prospects of the Company, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing their investment in the Company. As part of this ongoing review, BBVA has engaged and/or may in the future engage, legal and financial advisors to assist it in such review and in evaluating strategic alternatives that are or may become available with respect to its holdings in the Company.

     Except as set forth in this Amendment, BBVA does not have any plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

   Item 5. Interest in Securities of the Issuer.

      Item 5(a) of the Schedule 13D is hereby amended and supplemented by the following information:

     As a result of its acquisition of the Shares through open market transactions, BBVA beneficially owns, directly and indirectly through certain of its subsidiaries, for the purpose of Rule 13d-3 under the Exchange Act, approximately 342,585,354 Shares, representing 6.96% of the outstanding Shares of the Company (6.96% are owned directly by BBVA and less than 0.01% are owned indirectly through certain subsidiaries of BBVA). Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares.

     The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by the following information:

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     As a result of the transactions described above, BBVA may be deemed pursuant to Rule 13d-3 under the Exchange Act to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 342,585,354 Shares.

   Item 7. Material to be Filed as Exhibits.

     Pursuant to Rule 13d-2(e), this Amendment contains a restatement of the text of the Schedule 13D and the first and second Amendments thereto, which are attached hereto as exhibits as follows:

      Exhibit 1. Schedule 13D, filed on February 7, 2000.
      Exhibit 2. Amendment No. 1, filed on February 8, 2000.
      Exhibit 3. Amendment No. 2, filed on December 22, 2000.

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SIGNATURE

      After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 19, 2006

Banco Bilbao Vizcaya Argentaria, S.A.
By:	/s/ Javier Malagón Navas
	Name:	Javier Malagón Navas
	Title:	Authorized Representative of Banco
		Bilbao Vizcaya Argentaria, S.A.

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Annex A

DIRECTORS AND EXECUTIVE OFFICERS OF BBVA

     The following table sets forth the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each director and executive officer of BBVA. Unless otherwise indicated, the business address of each such person is c/o Banco Bilbao Vizcaya Argentaria, S.A. at Plaza de San Nicolás 4, 48005 Bilbao, Spain, and all the directors and executive officers are citizens of the Kingdom of Spain except for Richard C. Breeden who is a citizen of the United States of America.

	PRESENT PRINCIPAL
DIRECTORS OF BBVA	OCCUPATION
Francisco González Rodríguez	Chairman and Chief Executive Officer BBVA.
José Ignacio Goirigolzarri Tellaeche	President and Chief Operating Officer BBVA.
Tomás Alfaro Drake	Director of Business Management and Administration and Business Sciences programs at Universidad Francisco de Vitoria.
Juan Carlos Álvarez Mezquíriz	Managing Director, Grupo Eulen; Director, Bodegas Vega Sicilia, S.A.
Richard C. Breeden	Chairman, Richard C. Breeden & Co.
Ramón Bustamante y de la Mora	Director, Ctra. Inmo. Urba. Vasco-Aragonesa, S.A.
José Antonio Fernández Rivero	Director of BBVA.
Ignacio Ferrero Jordi	Chairman, Nutrexpa, S.A. Director La Piara S.A.; Director Lladró Comercial S.A.
Román Knörr Borrás	Chairman, Carbónicas Alavesas, S.A.; Director, Mediasal 2000, S.A. and President of the Alava Chamber of Commerce.
Ricardo Lacasa Suárez	Director of BBVA and Chairman of the Audit and Compliance Committee.
Carlos Loring Martínez de Irujo	Director of BBVA.
José Maldonado Ramos	Director and General Secretary BBVA.
Enrique Medina Fernández	Director and Secretary, Sigma Enviro, S.A.
Susana Rodríguez Vidarte	Dean of Deusto “La Comercial” University since 1996.
Telefónica, S.A.	General Director Telefónica, S.A.
Represented by Mr. Angel Vilá Boix
EXECUTIVE OFFICERS OF BBVA	PRESENT EMPLOYMENT
José María Abril Pérez	Wholesale and Investment Banking.
Eduardo Arbizu Lostao	Head of Legal Department.

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Ángel Cano Fernández	Human Resources and Services.
Manuel González Cid	Finance Division.
Manuel Méndez del Río	Risks.
Vitalino Nafría Aznar	Retail Banking Spain and Portugal.
Ignacio Sánchez-Asiaín Sanz	South America.
José Sevilla Álvarez	Head of the Office of the Chairman.
Javier Ayuso Canals	Corporate Communications.
Javier Bernal Dionis	Business Development and Innovation—Retail Banking Spain and Portugal.
José María García Meyer-Dohner	USA.
Jaime Guardiola Romojaro	Mexico.
Juan Asúa Madariaga	Smes and Large Companies.
Jose Barreiro Hernández	Global Operations.
Vicente Rodero Rodero	Comercial Banking Spain.

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EX-99.1

Exhibit 1

     UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

TELEFÓNICA, S.A.
(Name of Issuer)

ORDINARY SHARES
€ 1.0 NOMINAL VALUE
(Title of Class of Securities)

879382
(Cusip Number)

RAMOND SURGUY
Authorized Representative of Banco
Bilbao Vizcaya Argentaria, S.A.
116 E. 55^th. Street
New York, New York 10022
(212) 826-1320
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 28, 2000
(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: o

     Check the following box if a fee is being paid with this statement: o

CUSIP No. 879382 SCHEDULE 13D Page 2 of 8 Pages

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      Banco Bilbao Vizcaya Argentaria, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable. See response to Item 3 below.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION      Kingdom of Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 299,963,028
		8	SHARED VOTING POWER Not applicable.
		9	SOLE DISPOSITIVE POWER 299,963,028
		10	SHARED DISPOSITIVE POWER Not applicable.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 299,963,028
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.19
14	TYPE OF REPORTING PERSON* BK

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1746 (9-88) 2 of 7

Item 1. Security and Issuer

     This Schedule 13D relates to the ordinary shares, 1 Euro nominal value per share (the “Shares”) of Telefónica, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain (the “Issuer”). The principal executive offices of the Issuer are located at 3Gran Vía 28, 28013 Madrid, Spain.

Item 2. Identity and Background

     This Schedule 13D is filed by Banco Bilbao Vizcaya Argentaria, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain (“BBVA”, f/k/a Banco Bilbao Vizcaya, S.A. (“Banco Bilbao Vizcaya”)).

     The address of the registered office of BBVA is Plaza de San Nicolás 4, 48005 Bilbao, Spain. The principal executive offices of BBVA are Paseo de la Castellana 81, Madrid, Spain and Gran Via 1, Bilbao, Spain. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of BBVA is set forth on Schedule A attached hereto.

     On January 28, 2000, pursuant to a statutory merger under Spanish law, Argentaria Caja Postal y Banco Hipotecario, S.A. (“Argentaria”) was merged with and into Banco Bilbao Vizcaya upon the registration of such merger in the Mercantile Registry of Vizcaya, Spain (the “Merger”). Pursuant to Spanish law, as a result of the Merger, all assets and liabilities of Argentaria were transferred to Banco Bilbao Vizcaya. Additionally, as a result of the Merger, Banco Bilbao Vizcaya changed its name to Banco Bilbao Vizcaya Argentaria, S.A.

     BBVA, which resulted from the merger of two of Spain’s leading financial institutions, provides a wide range of banking, financial and related activities in Spain and around the world in countries where it has offices or subsidiaries. BBVA’s primary lines of business include deposit-taking, lending, trade finance, securities underwriting, and brokerage and related financial services. Financial services offered by BBVA’s consolidated subsidiaries include lease and specialized financing, factoring, securities trading, securities brokerage, mortgage and consumer financing, venture capital and real estate development and management.

     During the last five years, none of BBVA, Banco Bilbao Vizcaya, Argentaria, or any person controlling any of them, and to the best of BBVA’s knowledge, no person listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

     As a result of the Merger, BBVA acquired the Shares held by Argentaria. See response to Item 2 above and Item 5(a) below.

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Item 4. Purpose of Transaction

     BBVA acquired the Shares held by Argentaria as a result of the Merger. See response to Item 2 above and Item 5(a) below. None of BBVA, any person controlling BBVA, or to the best of BBVA’s knowledge, any of the persons named in Schedule A attached hereto has any plan or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

     Notwithstanding the foregoing, BBVA, acting directly or through its subsidiaries, may in the future determine to acquire additional Shares of the Issuer or to dispose of Shares of the Issuer in the ordinary course of its business.

Item 5. Interest in Securities of the Issuer.

(a)	Prior to the Merger, Banco Bilbao Vizcaya beneficially-owned approximately135,550,217 Shares and Argentaria beneficially-owned 164,412,811 Shares, representing approximately 4.15% and 5.04%, respectively, of the outstanding Shares of the Issuer. Consequently, upon effectiveness of the Merger, BBVA beneficially owned approximately 299,963,028 Shares, representing approximately 9.19% of the outstanding Shares of the Issuer.
	Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares.
(b)	BBVA may be deemed to have the power to vote and to dispose of approximately 299,963,028 Shares.
(c)	During the past sixty days, BBVA, Banco Bilbao Vizcaya and Argentaria purchased an aggregate of 16,777,124 Shares of the Issuer in the open market in the ordinary course of their trading activities. The total purchase price for these Shares was approximately $386,119 calculated based on the noon buying rate for the Euro on February 4, 2000.
(d)	Not applicable.
(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     On May 5, 1995, Argentaria, Banco Bilbao Vizcaya and Caja de Ahorros y Pensiones de Barcelona entered into an agreement to vote as a block at the Issuer’s shareholders’ meetings. The agreement was for an initial term of five years automatically extendable for successive one-year periods unless one of the parties provided notice to the other parties six months prior to the expiration of the term of the agreement or any extension, as the case may be. Following the Merger, this Agreement remains in effect.

4 of 8

     Except as set forth in this Item 6, none of the persons named in Item 2 and, to the best of BBVA’s knowledge, none of the persons named in Schedule A hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Issuer, including, but not limited to, transfers or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits.

Exhibit 1: Joint Filing Agreement.

5 of 8

SIGNATURE

     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 7, 2000

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By:	/S/ Raymond Surguy
	Name:	Raymond Surguy
	Title:	Authorized Representative
		Banco Bilbao Vizcaya Argentaria, S.A.

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Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

     The name and present principal occupation or employment of each of the directors and executive officers of Banco Bilbao Vizcaya Argentaria, S.A. are set forth below. All of the Directors and Executive Officers are citizens of Spain. The registered business address of each of the persons listed below is Plaza de San Nicolas 4, 48005 Bilbao, Spain.

Directors
Name	Principal Occupation
Emilio de Ybarra y Churruca		President
Francisco González Rodriguéz		President
Pedro Luis Uriarte Santamarina		Vice President
Gervasio Collar Zabaleta		Vice President
José Domingo Ampuero		Vice President
Jesús María Cainzos Fernández		Director
Eduardo Aguirre y Alonso Allende		Director
Juan Carlos Álvarez Mezquiriz		Director
Plácido Arango Arias		Director
Francisco Javier Aresti y Victoria de Lecea		Director
Ramón Bustamante y de la Mora		Director
José Caparrós Pérez		Director
Alfonso Cortina		Director
Juan Entrecanales Azcarate		Director
Oscar Fanjul Martín		Director
Ignacio Ferrero Jordi		Director
Javier Gálvez Montes		Director
Ramón de Icaca Zabálburu		Director
Luis Lezama Leguizamon		Director
José Llado Fernández Urrutia		Director
José Maldonado Ramos		Secretary
Gregorio Marañón y Bertrán de Lis		Director
Enrique Medina Fernández		Director
Ricardo Muguruza Garteiz		Director
Antonio Patrón Pedrera		Director
Alejandro Royo-Villanova Payá		Director
José María San Martín Espinós		Director

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José Angel Sanchez Asiaín	Director
Jaume Tomás Sabaté	Director
Juan Urrutia Elejalde	Director
Andres Vilariño Maura	Director
Fernando de Ybarra Lopez-Dóriga	Director
Luis María de Ybarra y Zubiria	Director
Executive Officers (who are not directors)

Name	Principal Occupation
José María Abril Pérez		General Manager
Luis Bastida Ibarguen		General Manager
José Luis Carranza Ortiz		General Manager
Javier Echenique Landiribar		General Manager
Mario Fernández Pelaz		General Manager
José Antonio Fernández Rivero		General Manager
José Fonollosa García		General Manager
José Igancio Goirigolzarri Tellaeche		General Manager
José Ramón Guerediaga Mendiola		General Manager
Manuel Méndez del Río		General Manager
Federico Outón del Moral		General Manager
Gonzalo Terreros Ceballos		General Manager
Gregorio Villalabeitia Galarraga		General Manager

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EX-99.2

Exhibit 2

     UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 1)

TELEFÓNICA, S.A.
(Name of Issuer)

ORDINARY SHARES
€ 1.0 NOMINAL VALUE
(Title of Class of Securities)

879382
(Cusip Number)

RAMOND SURGUY
Authorized Representative of Banco
Bilbao Vizcaya Argentaria, S.A.
116 E. 55^th. Street
New York, New York 10022
(212) 826-1320
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 28, 2000
(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: o

     Check the following box if a fee is being paid with this statement: o

CUSIP No. 879382 SCHEDULE 13D Page 2 of 4 Pages

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      Banco Bilbao Vizcaya Argentaria, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable. See response to Item 3 below.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION      Kingdom of Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 299,963,028
		8	SHARED VOTING POWER See Item 6.
		9	SOLE DISPOSITIVE POWER 299,963,028
		10	SHARED DISPOSITIVE POWER Not applicable.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 299,963,028
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.19
14	TYPE OF REPORTING PERSON* BK

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1746 (9-88) 2 of 4

     Banco Bilbao Vizcaya Argentaria, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain, hereby amends its Report on Schedule 13D, originally filed on February 7, 2000 (the Schedule 13D) with respect to the beneficial ownership of ordinary shares, 1 Euro nominal value per share of Telefónica, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain. Terms not otherwise defined herein have the meanings assigned to them in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

See Item 6 for a description of shared voting power.

The response set forth in Item 5(c) of the Schedule 13D is hereby amended and supplemented by deleting the last sentence in its entirety, and adding the following at the end thereof:

The total purchase price for these Shares was Ptas. 65,824,595,163 (approximately $386,119,053). The conversion to Euros was calculated on the fixed Ptas.-Euro conversion rate of Ptas. 166.386=1 Euro. The conversion to U.S. dollars has been calculated based on the noon buying rate for the Euro on February 4, 2000. This conversion is provided for convenience only and may not match conversions on a purchase date or in BBVA’s financial statements.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The response set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

This agreement covers a total of 7.5% of the outstanding Shares of the Issuer.

Item 7. Material to Be Filed as Exhibits.

The material filed as Exhibit 1 in the Schedule 13D is hereby deleted in its entirety.

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SIGNATURE

     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 8, 2000

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By:	/S/ Raymond Surguy
	Name:	Raymond Surguy
	Title:	Authorized Representative
		Banco Bilbao Vizcaya Argentaria, S.A.

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EX-99.3

Exhibit 3

     UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 2)

TELEFÓNICA, S.A.
(Name of Issuer)

ORDINARY SHARES
€ 1.0 NOMINAL VALUE
(Title of Class of Securities)

879382
(Cusip Number)

RAUL SANTORO
Authorized Representative of Banco
Bilbao Vizcaya Argentaria, S.A.
1345 Avenue of the Americas,
45^th Floor
New York, New York 10105
(212) 728-1500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 1, 2000 - November 30, 2000
(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: o

     Check the following box if a fee is being paid with this statement: o

CUSIP No. 879382 SCHEDULE 13D Page 2 of 7 Pages

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      Banco Bilbao Vizcaya Argentaria, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION      Kingdom of Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 274,616,460
		8	SHARED VOTING POWER Not applicable
		9	SOLE DISPOSITIVE POWER 274,616,460
		10	SHARED DISPOSITIVE POWER Not applicable
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 274,616,460
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.46%
14	TYPE OF REPORTING PERSON* BK

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1746 (9-88) 2 of 7

     Banco Bilbao Vizcaya Argentaria, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain, hereby amends its Report on Schedule 13D, originally filed on February 7, 2000 (the “Schedule 13D”), as amended by Amendment No. 1 thereto filed on February 8, 2000, with respect to the beneficial ownership of ordinary shares, 1 Euro nominal value per share of Telefónica, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain. Terms not otherwise defined herein have the meanings assigned to them in the Schedule 13D.

     Item 3. Source and Amount of Funds or Other Consideration

     The response set forth in Item 3 of the Schedule 13D is hereby amended to read:

     Since the most recent amendment to this 13D on February 8, 2000, BBVA sold through open market sales 23,346,568 Shares representing 2.73% of the Company.

     Item 5. Interest in Securities of the Issuer.

     The response set forth in Item 5(a) of the Schedule 13D is hereby amended to read:

     As a result of its sale of Ordinary Shares of the Company through open market transactions, BBVA beneficially owns, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, approximately 274,616,460 Ordinary Shares, representing approximately 6.46% of the outstanding equity of the Company.

     Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares.

     The response set forth in Item 5(b) of the Schedule 13D is hereby amended to read:

     As a result of the transactions described above, BBVA may be deemed pursuant to Rule 13d-3 to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 274,616,460 Ordinary Shares.

     The response set forth in Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     During the past 60 days, BBVA sold a total of 23,265,876 Ordinary Shares of the Company in the open market. The sale price per share for these Ordinary Shares was Ptas. 206.69.

     Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The response set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by including the following paragraph as the second and third paragraphs thereof:

     On February 11, 2000, BBVA and the Issuer entered into a strategic alliance agreement pursuant to which the parties intend to develop certain projects, focusing on e-commerce services

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and on-line banking. As part of the agreement, BBVA expected to increase its stake in the Issuer to beneficially own up to 10% of the Issuer’s outstanding capital stock. So far, however, no such purchases have been made. In addition, BBVA the agreement gave BBVA the right to appoint two directors to the Issuer’s board of directors.

     On May 25, 2000, the agreement between BBVA and Caja de Ahorros y Pensiones to vote as a block at the Issuer’s shareholders’ meetings expired and the parties did not extend the agreement.

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SIGNATURE

     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 22, 2000

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By:	/s/ Raúl Santoro
	Name:	Raúl Santoro
	Title:	Authorized Representative Banco Bilbao Vizcaya Argentaria, S.A.

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Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

     The name and present principal occupation or employment of each of the directors and executive officers of Banco Bilbao Vizcaya Argentaria, S.A. are set forth below. All of the Directors and Executive Officers are citizens of Spain. The registered business address of each of the persons listed below is Plaza de San Nicolas 4, 48005 Bilbao, Spain.

Directors
Name	Principal Occupation
Emilio de Ybarra y Churruca	President
Francisco González Rodriguéz	President
Pedro Luis Uriarte Santamarina	Vice President
Gervasio Collar Zabaleta	Vice President
José Domingo Ampuero	Vice President
Jesús María Cainzos Fernández	Director
Eduardo Aguirre y Alonso Allende	Director
Juan Carlos Álvarez Mezquiriz	Director
Plácido Arango Arias	Director
Francisco Javier Aresti y Victoria de Lecea	Director
Ramón Bustamante y de la Mora	Director
José Caparrós Peréz	Director
Alfonso Cortina	Director
Juan Entrecanales Azcarate	Director
Oscar Fanjul Martín	Director
Ignacio Ferrero Jordi	Director
Javier Gálvez Montes	Director
Ramón de Icaca Zabálburu	Director
Luis Lezama Leguizamon	Director
José Llado Fernández Urrutia	Director
José Maldonado Ramos	Secretary
Gregorio Marañón y Bertrán de Lis	Director
Enrique Medina Fernández	Director
Ricardo Muguruza Garteiz	Director
Antonio Patrón Pedrera	Director
Alejandro Royo-Villanova Payá	Director
José María San Martin Espinós	Director
Jaume Tomás Sabaté	Director

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Juan Urrutia Elejalde	Director
Andres Vilarniño Maura	Director
Fernando de Ybarra Lopez-D.	Director
Luis María de Ybarra y Zubiria	Director
Executive Officers (who are not directors)
Name	Principal Occupation
José María Abril Pérez	General Manager
Luis Bastida Ibarguen	General Manager
José Luis Carranza Ortiz	General Manager
Javier Echenique Landiribar	General Manager
Mario Fernández Pelaz	General Manager
José Antonio Fernandez Rivero	General Manager
José Fonollosa García	General Manager
José Igancio Goirigolzarri Tellaeche	General Manager
José Ramón Guerediaga Mendiola	General Manager
Manuel Méndez del Río	General Manager
Federico Outón del Moral	General Manager
Gonzalo Terreros Ceballos	General Manager
Gregorio Villalabeitia Galarraga	General Manager

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