Negotiations with BellSouth

Telefonica SA
04 March 2004


                            ANTONIO J. ALONSO UREBA

                          Director, General Secretary

                    and Secretary to the Board of Directors

                              TELEFONICA, S.A.


Telefonica S.A. and Telefonica Moviles, S.A., as provided in article 82 of the
Spanish Stock Market Act (Ley del Mercado de Valores), and pursuant to the
request served on them today by the Comision Nacional del Mercado de Valores
(Spanish Securities Markets Commission), hereby report the following


                               SIGNIFICANT EVENT


In accordance with article 83 of the Spanish Stock Market Act, Telefonica, S.A.
and Telefonica Moviles, S.A. confirm that they are in negotiations with the
United States company BellSouth for the acquisition of certain assets owned by
the latter in Latin America.

Given the current state of the negotiations as at the present date, no
information can be given on the final closing of the deal. In this respect,
Telefonica, S.A. and Telefonica Moviles, S.A. cannot provide a possible
determination of a price range for the transaction in order for such information
to be released to the market, because important issues such as the regulatory
and accounting implications and due diligence matters are still pending study
and determination. Those issues will be decisive for the successful execution of
the transaction and hence for the final eventual acquisition price.


Notwithstanding the above, Telefonica, S.A. and Telefonica Moviles, S.A. can
confirm that they are considering a range of values of between 5.5 and 6 billion
dollars for 100% of the firm value of those assets.


In Madrid, March 4th, 2004.

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