Acquisition of Telemig

Telefonica SA
04 April 2008





Further to the communication filed on 3 August 2007, as provided in article 82
of the Spanish Stock Market Act (Ley del Mercado de Valores), TELEFONICA S.A.
hereby reports the following


SIGNIFICANT EVENT


In accordance with the terms of a sale and purchase agreement entered into on 2
August 2007, the corresponding administrative authorisations having been
obtained, yesterday, 3 April 2008, VIVO PARTICIPACOES, S.A. ('VIVO'),  a
Brazilian company controlled by BRASILCEL NV  - jointly controlled by
TELEFONICA, S.A. and PORTUGAL TELECOM SGPS -  completed acquisition of 53.90%
of the voting stock (ON) and 4.27% of the preferred stock (PN) of TELEMIG
CELULAR PARTICIPACOES S.A., the controlling shareholder of TELEMIG CELULAR S.A.,
a mobile telephony operator in the State of Minas Gerais (Brazil).

According to the terms of the sale and purchase agreement, the total purchase
price was 1,163 million Reais (approximately 429 million euros*). VIVO also
acquired the right held by the seller, TELPART PARTICIPACOES S.A. ('TELPART') to
subscribe in the future for paid up shares in TELEMIG CELULAR PARTICIPACOES S.A.
for a price of approximately 70 million Reais (26 million euros*).

Further, in accordance with Brazilian securities market legislation, VIVO will
launch a mandatory tender offer for all the voting stock in TELEMIG CELULAR
PARTICIPACOES S.A. and in its subsidiary company TELEMIG CELULAR S.A., with a
price per share of 80% of the purchase price of the voting stock in TELEMIG
CELULAR PARTICIPACOES S.A. and TELEMIG CELULAR S.A. VIVO has also notified its
intention to launch voluntary tender offer for shares representing up to one
third of the free float represented by the preferred stock in TELEMIG CELULAR
PARTICIPACOES S.A. and TELEMIG CELULAR S.A.


At the same time, in relation to the other company originally contemplated in
the sale and purchase agreement,, TELE NORTE CELULAR PARTICIPACOES S.A.
(controlling company of AMAZONIA CELULAR S.A.), on 20 December 2007 VIVO
entered into an agreement with TNL PCS S.A. (TELEMAR GROUP)  undertaking,
subject to prior approval by ANATEL, to sell the shares in TELE NORTE CELULAR
PARTICIPACOES S.A. which TELPART undertook to sell to VIVO, on similar terms and
conditions to those on which VIVO undertook to purchase those shares. The
corresponding administrative authorisation having been obtained, that sale was
completed yesterday, simultaneously with acquisition of TELEMIG CELULAR
PARTICIPACOES S.A.


Madrid, 4 April 2008.


____________________

*   Considering a R$/€ Exchange ratio of 2.709.


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