Deed of Incorporation

Telefonica SA
2 January 2001


Mr Antonio Hornedo Muguiro, Vice Secretary, non member of the board of
TELEFONICA MOVILES, S.A. ('Telefonica Moviles') appears before the Spanish
National Securities Market Commission ('CNMV') and           

                              DECLARES:

That he submits to the CNMV as HECHO RELEVANTE (Relevant Event) the following
information regarding the constitution of a company for payments made using
mobile telephony.

On December 21st 2000 the companies TELEFONICA MOVILES, S.A., which forms part
of the Telefonica Group, and BBVA E-COMMERCE, S.A., signed the deed for the
incorporation of the company to act as a vehicle for the mobile-payment project,
and which initially the two of the aforementioned companies hold equal
participations. The new company has been incorporated with an initial share
capital of Euros 30,050,800.

It is requested that all the information above be registered with the Spanish
Securities Commission.