Offer for Telef. Movil Chile

Telefonica SA
19 May 2004









                       NOTIFICATION OF SIGNIFICANT EVENT






In compliance with article 82 of Spanish Securities Market Law 24/1988 ( Ley del
Mercado de Valores), and related provisions, and in order to make it public as
the notification of a Significant Event, we hereby inform that the Board of
Telefonica CTC Chile, S.A. ('CTC') has accepted a binding offer from Telefonica
Moviles, S.A. ('TEM'), subsidiary of Telefonica, S.A., for the acquisition of
the 100% of the shares of Telefonica Movil Chile, S.A., a subsidiary of CTC.


The price offered by Telefonica Moviles, S.A. ('TEM') for the purchase of 100%
of the shares of Telefonica Movil Chile, S.A. is USD 1,007 millions. Telefonica
Moviles, S.A. will assume the outstanding debt of Telefonica Movil Chile, S.A.,
which, as per march 31, 2004, accrued the amount of USD 243 millions.


The acquisition is conditioned upon the approval of the transaction by the
Extraordinary Shareholders Meeting of CTC.


CTC is 43.6% owned by the Telefonica Group. Telefonica Moviles, S.A. has been
managing Telefonica Movil Chile, S.A. since 2000.






                                                            Madrid, May 18, 2004


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