Agreement Details

Telefonica SA
9 May 2002




                            ANTONIO J. ALONSO UREBA

                               General Secretary

                and Member - 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 informs of the following:





                        SIGNIFICANT EVENT


Further to the significant event sent this morning, Telefonica would like to
state:


 1. The agreement sets forth that should 100% of the shareholders of Via Digital
    accept the capital increase through the exchange of shares, the
    participation breakdown in the resulting company will be 77% for existing
    Sogecable shareholders and 23% for those of Via Digital. The exchange ratio
    will therefore be that resulting from the division of 28,981,121 Sogecable
    new shares by the total number of existing Via Digital shares at the moment
    of the exchange.


 2. This operation will have no effect on Telefonica's financial accounts as the
    book value will be substituted by the value of the shares received.


 3. The uniting of these two companies will create the Spanin's leading Pay- TV
    operator with more than 2.5 million subscriber households and aggregated
    revenues for 2001 of over Euros 1, 300 million.


 4. Admira will not be included in the shareholder pact signed by Prisa and
    Groupe Canal+.





                                                           Madrid, May 9th, 2002




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