Further Re Tender Offer, etc.

Telefonica SA
6 July 2000


TELEFONICA ALSO BRINGS TO A SUCCESSFUL CONCLUSION THE PUBLIC TENDER OFFER FOR
ITS AFFILIATED COMPANY TELEFONICA DEL PERU

* Participation in this offer has exceeded all expectations after reaching
  an acceptance level of 93% in Telefonica del Peru.

* 97.55% of the total outstanding ADSs of Telefonica del Peru not owned by
  Telefonica have been exchanged in the United States.

New York 6th of July, 2000 - Yesterday ended the specified period of exchange
for the public tender offer announced by Telefonica, S.A. on the twelfth of
January 2000 for the whole of the share capital that the company did not 
control in Telefonica del Peru.

Preliminary data shows that the offer has been backed to a great extent by
investors. Approximately 93% of the shares not controlled by Telefonica, S.A. 
in Telefonica del Peru have been exchanged. With regard to the American 
Depositary Shares (ADSs) in the United States, a total of 69,385,184 ADSs of 
Telefonica del Peru have been exchanged, representing 97.55% of the total
outstanding ADSs, not owned by Telefonica. The final result shall be made public
in a few days.

Telefonica also announced on July 1st the preliminary results for the public
tender offers for Telefonica de Argentina, Telesp and Tele Sudeste.
Approximately 91.8% of the shares not controlled by Telefonica, S.A. up to then
in Telefonica de Argentina were exchanged. In the case of Brazil, 83.2% of
Telesp shares and 86.5% of Tele Sudeste shares, not controlled by Telefonica,
S.A., were exchanged. With regard to the American Depositary Shares (ADSs) in 
the United States, a total of 76,040,977 ADSs of Telefonica de Argentina were
exchanged, representing 93.93%;  213,962,408 ADSs of Telesp (96.8%) and
34,260,404 ADSs of Tele Sudeste (94.6%).

This public offer, together with the offers for Telefonica de Argentina, Telesp
and Tele Sudeste that ended on June 30th, represent the biggest capital market
operation ever carried out in Latin America. Thus, Telefonica becomes the
biggest investor in the region. The participation in the offers clearly
signifies the success of all four operations, not to mention the trust placed by
investors in Telefonica's future and policy.

The important level of acceptance achieved by these bids will allow Telefonica
to carry out its growth strategy by creating companies that shall become the
global leaders of their respective sectors such as Telefonica Moviles and
Telefonica DataCorp, strengthening, as a result, the company's strategic
position and allowing it to go on creating added value for its shareholders.

These materials contain certain foward-looking statements within the meaning  of
the United States Private Securities Litigation Reform Act of 1995, including,
but not limited to, effects of the reorganization plan of Telefonica, S.A.
('Telefonica'); information regarding management strategy,
and the effects of the exchange offers for Telecomunicacoes de Sao Paulo
S.A. - TELESP ('Telesp'), Tele Sudeste Celular Participacoes S.A. ('Tele
Sudeste'), Telefonica de Argentina S.A. ('Telefonica Argentina') and Telefonica
del Peru S.A.A. ('TdP').  Forward-looking statements may also be identified by
words such as 'believes', 'expects', 'anticipates', 'projects', 'intends',  
'should', 'seeks', 'estimates', 'future' or similar expressions.

The forward-looking statements included in these materials are based on current
expectations, but actual results may differ materially from anticipated future
results due to various factors, many of which are beyond the control of
Telefonica. Certain factors which could cause the actual individual and combined
results of Telefonica, Telesp, Tele Sudeste, Telefonica Argentina and TdP to
differ materially from the expected results include, among others, Telefonica's
ability to implement its reorganization, changes in government regulations and
administrative policies, imposition of currency restrictions  and other
restraints on the movement of funds, changes in the business or political
environment in which Telefonica operates, economic downturns and political
instability affecting operations in individual markets, and interest rate and
foreign currency exchange rate risks.

For a discussion of these and other factors which may have a material impact
upon the individual and combined financial condition, results of operation and 
liquidity of Telefonica, Telesp, Tele Sudeste, Telefonica Argentina and TdP, see
(1) the reports filed by each company with the SEC, including their most recent
annual reports on Form 20-F and exhibits and amendments thereto and the sections
in these Forms 20-F which include, but are not limited to, 'Description of
Business', 'Managements Discussion and Analysis of Financial  Condition and
Results of Operations' and 'Quantitative and Qualitative Disclosures About
Market Risk' and  (2) the final  prospectuses  relating  to  the exchange offers
for Telesp, Tele Sudeste, Telefonica Argentina and TdP filed by Telefonica with
the SEC pursuant to Rule  424(b)(3) on May 31, 2000 and the sections in these
prospectuses which include, but are not limited to, 'Summary', 'Risk  Factors',
'The Exchange Offer - Reasons for the Exchange Offer', '- Plans and  Proposals',
'- Selected  Unaudited Pro Forma Condensed Consolidated Financial Statements',
'Information about Telefonica - Recent  Developments',   '- Management's
Discussion and Analysis of Financial Condition and Results of Operations'  for
Telefonica and each of the target companies, 
'- Projections'  for each of the target companies and 'Telefonica Unaudited Pro
Forma Condensed Consolidated Financial Statements.'

On May 18, 2000, Telefonica filed four registration statements on Form F-4  with
the SEC, one for each of the exchange offers Telefonica is making for the
outstanding shares in Telesp, Tele Sudeste, Telefonica Argentina and TdP.  On
May 19, 2000, the SEC declared effective all four of these registration 
statements. Telefonica also filed with the SEC on May 31, 2000, four tender
offer statements on Schedule TO and four prospectuses pursuant to Rule
424(b)(3), one for each of the exchange offers Telefonica is making.  In 
addition, Telefonica filed with the SEC on the same day a tender offer/rights 
offering notification on Form CB and an appointment of agent for service of
process and undertaking on Form F-X in connection with the exchange offer
Telefonica is making for the ordinary shares of Telesp.  On June 13, 2000,
Telefonica filed with the SEC amendment no.1 to the tender offer statements on
Schedule TO for Telesp and Tele Sudeste.  On July 3, 2000, Telefonica filed with
the SEC amendment no. 2 to the tender offer statements on Schedule TO for Telesp
and Tele Sudeste and amendment no. 1 to the tender offer statement on Schedule
TO for TASA. Telefonica may file with the SEC other amendments to these
documents.  WE URGE INVESTORS TO READ THE FINAL REGISTRATION STATEMENTS 
/ PROSPECTUSES AND ALL OTHER RELEVANT DOCUMENTS THAT TELEFONICA HAS FILED AND 
WILL FILE WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

Investors will be able to obtain copies of the registration  statements
and other documents from the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549, Telephone [phone], Fax [phone], 
E-mail: [e-mail].  In addition, documents (excluding any exhibits)
filed with the SEC by Telefonica will be available free of charge from the
Director of Investor Relations of Telefonica at Gran Via 28, 28013 Madrid,
Spain. Telephone [phone].  Investors will also be able to obtain the
prospectuses free of charge at Telfonica's website, http://www.telefonica.com.
READ THE FINAL REGISTRATION STATEMENTS / PROSPECTUSES CAREFULLY BEFORE MAKING A
DECISION REGARDING THE EXCHANGE OFFERS.

This communication shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.


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