Further re Exchange Offering

Telefonica SA
26 May 2000



TELEFONICA S.A. in accordance with that set forth in article 82 of the Stock
Market law and that stated in Circular 14/1998 of the Spanish National
Securities Commission, of December 28, would, by way of this document, like to
announce the following:

                            RELEVANT FACT

Telefonica would like to announce that the US, Argentinean, Peruvian and
Brazilian Stock market and regulatory authorities have approved the exercising
of the Public Exchange Offers of Telefonica de Argentina, Telefonica del Peru,
Telesp and Telesudeste about which Telefonica S.A. previously released
information.

Now that this authorization has been granted and all other conditions foreseen
for the launching of the offer have been fulfilled, Telefonica intends to
proceed to develop this operation for which the corresponding announcement will
be made to the legal authorities involved.

The schedules foreseen for the launching and finalizing of the acceptance period
for the different offers are as follows:

- In Argentina, and in relation with Telefonica de Argentina, the acceptance
  period for the offer will commence on May 31st and close June 30th.

- In Brazil, and in relation with Telesp and Telesudeste, the acceptance period
  for the offer will commence on June 1st and close June 30th.

- In Peru, and in relation with Telefonica del Peru, the acceptance period for
  the offer will commence on May 31st and close July 5th

- In the US and regarding the ADRs of all the aforementioned companies, the 
  acceptance period of the offer will commence on May 31st and close, in the
  cases of all these companies, on the same date as the closing of the
  acceptance period in the corresponding national market.