Agreement VIVO-Telpart

Telefonica SA
03 August 2007

TELEFONICA, S.A., as provided in article 82 of the Spanish Stock Market Act
(Ley del Mercado de Valores), hereby reports the following



SIGNIFICANT EVENT



Yesterday, August 2nd, 2007 Vivo Participacoes, S.A. ('VIVO'), a Brazilian
company controlled by Brasilcel NV jointly controlled by Telefonica, S.A. and
Portugal Telecom SGPS, signed an agreement with Telpart Participacoes S.A. ('
Telpart') for the acquisition of:



(i)    53.90% of the voting stock and 4.27% of the preferred stock (which
represents 22.72% of the total capital) of Telemig Celular Participacoes S.A.,
the controlling shareholder of Telemig Celular S.A., a mobile telephony operator
in the State of Minas Gerais; and



(ii)   51.86% of the voting stock and 0.09% of the preferred stock (which
represents 19.34% of the total capital) of Tele Norte Celular Participacoes
S.A., the controlling shareholder of Amazonia Celular S.A., a mobile telephony
operator in the States of Amazonas, Roraima, Amapa, Para and Maranhao.



In accordance with the provisions of the stock purchase agreement executed
between VIVO and Telpart, the approximate total purchase price of the aforesaid
shares has been fixed at 1,213 million Reais (approximately 469 million euros
(1)), which may be altered at the time of execution on the basis of certain
adjustments set out in the sale and purchase agreement.



In addition VIVO will acquire from Telpart the right to subscribe paid-up stock
to be issued by Telemig Celular Participacoes S.A. and Tele Norte Celular
Participacoes S.A., for approximately 87 million reales (33.6 million euros).



In accordance with Brazilian law, the acquisition of the shares will be
submitted to the approval of the respective general shareholders' meetings of
VIVO and Telpart.



Both transactions are conditional, amongst other things, on the authorisations
being obtained from the Brazilian regulatory authorities. Furthermore, and in
accordance with the provisions of the Brazilian stock market legislation, VIVO
will make the appropriate mandatory tender offers over all the voting stock in
these companies and their subsidiaries, Telemig Celular S.A. and Amazonia
Celular S.A., at a price per share equal to 80% of the purchase price paid to
Telpart for the voting stock owned by it. In addition, VIVO has expressed its
intention to launch voluntary tender offers for the acquisition of up to one
third of the free float of the preferred shares of Telemig Celular Participacoes
S.A., Telemig Celular S.A., Tele Norte Celular Participacoes S.A. and Tele
Amazonia Celular S.A.



Both the purchase of the stock acquired from Telpart and the aforementioned
tender offers will be financed with VIVO debt.



Madrid, August 3rd, 2007.





(1) Considering a R$/€ Exchange ratio of 2.586



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