Public Exchange Offer

Telefonica SA
27 February 2001

                       COMMUNICATION OF A RELEVANT FACT

In accordance with the rules and regulations of the Spanish securities
commission, Telefonica, S.A. and Telefonica Moviles, S.A. hereby communicate  to
the Spanish securities commission the following:

                                  RELEVANT FACT

As a new step in the global reorganization of Telefonica, S.A.'s business along
business lines, which was commenced in 2000, the board of directors of
Telefonica Moviles, S.A in its meeting held today agreed to formulate a public
exchange offer for shares (the 'Offer') representing up to 100% of the share
capital of the Brazilian company, Celular CRT Participacoes S.A. ('Celular 
CRT'), which owns the entire share capital of the operating company Celular CRT
S.A.

The Offer, which is expected to be made as soon as the necessary authorizations
are obtained, will be a public exchange offer to delist Celular CRT, and will be
conducted pursuant to two offers.

(a)   a public exchange offer for shares of Celular CRT in exchange for
      Brazilian Depositary Receipts ('BDRs') representing  newly-issued  shares 
      of Telefonica Moviles, S.A.

(b)   a public exchange offer for shares of Celular CRT in exchange for
      American Depositary Receipts ('ADRs'), or BDRs, representing newly-issued 
      shares of Telefonica Moviles.

The purpose of the offer is to acquire all of the shares which comprise the
share capital of Celular CRT, totaling 2,948,439,458 shares, of which 
1,064,261,304 are ordinary shares and 1,884,178,154 are preferred shares.
Pursuant to Article 74  of  the  Spanish  corporations  law, the  853,824,088 
ordinary shares and 493,035,892 preferred shares of Celular CRT controlled
directly or indirectly by Telefonica Moviles,  and representing an aggregate  of
45.68% of the share capital of Celular CRT, shall not be subject to the Offer.
As a result, the objective of the Offer aimed at the shareholders of Celular CRT
is to acquire the remaining 1,601,579,478 outstanding shares, of which 
210,437,216 are ordinary shares and 1,391,142,262 are preferred shares,
representing in the aggregate approximately 54.32% of Celular CRT's share
capital.

The effectiveness of the Offer shall be subject to the following     
conditions, the failure of any one of which will enable Telefonica
Moviles to cancel the Offer. Such conditions may be eliminated, not given
effect or modified by the authorized persons or bodies in connection with
the Offer.

          (a) a material  alteration in the normal functioning of the securities
              markets  which cause the suspension of listing or restrictions  on
              trading in the securities shall not have occurred.

          (b) the closing  market  price of Telefonica  Moviles  shares  in  the
              Continuous  Market  of  the  Spanish  stock  exchanges  shall  not
              decrease  25% or more from the closing market price  on  the  date
              prior to the agreement communicated hereunder.

          (c) neither the value  of the market index of Spain (IBEX),  measured
              as  of  the end of any trading session in euros, nor the value  of
              the  market index of the Sao Paulo stock exchange, measured as  of
              the  end  of  any  trading  session in U.S.  dollars,  shall  have
              decreased  25%  or  more from the closing  price  of  the  trading
              session   on   the  date  prior  to  the  agreement   communicated
              hereunder.

          (d) there shall not have occurred other circumstances which result in
              a material adverse effect as such are defined in the documents
              related to the Offer.

          (e) that the percentages and conditions required by Brazilian law  for
              the  delisting  of  Celular  CRT shares  be  met  and  that,  such
              percentages having been met, the Offer is accepted by  holders  of
              at least 67% of the shares to which the Offer is aimed.

         (f)  the  approval  of  the  board  of directors  and  shareholders  of
              Telefonica  Moviles  of  the relevant proposals  and  the  capital
              increase (without preferential subscription rights) necessary  for
              the  issuance of Telefonica Moviles shares to be exchanged in  the
              Offer.

          (g) the obtainment (within 90 calendar days of  the  presentation  to
              the  Brazilian  and  U.S. securities  regulators of  the  legal
              documentation in connection with the Offer) of the authorizations
              necessary  for  the realization and effectiveness of  the  Offer,
              especially  including,  the  registration  and  availability   of
              Telefonica Moviles and its shares.

          (h) that, in  accordance  with the applicable  rules  and  regulations
              that may be in effect in the Brazilian securities market, there
              shall not have  been  prior to the date of publication  of  the
              commencement of the exchange offer period any substantial change
              in the conditions under which the Offer shall be conducted.

          The terms of the exchange are as follows:

                                  -2-


              Four (4) newly-issued shares of Telefonica Moviles (represented
              by ADRs or BDRs) for fifty-seven (57) shares of Celular CRT.

          This  exchange  ratio,  which shall be applicable  to  all  shares  of
          Celular CRT, both ordinary and preferred, was determined based on  the
          average closing market price of the shares of Telefonica. Moviles  (on
          the Madrid Stock Exchange) and of Celular CRT's preferred shares (on
          the  Sao Paulo stock exchange) between the 19th and the 23rd of       
          February 2001, inclusive, and  represents a premium  of approximately 
          forty percent (40%) over the average market closing price of the      
          preferred shares of Celular CRT during such period.

          In accordance with Brazilian securities laws currently in effect,  if
          the  Celular CRT shares are delisted in connection with the Offer, the
          shareholders  of Celular CRT who did not tender their  shares  in  the
          Offer  have  the right to put their Celular CRT shares  to  Telefonica
          Moviles during a period commencing on the day after the expiration  of
          the Offer and  ending six (6) months after the date of  the  general
          shareholders' meeting  of  Celular  CRT  which  approve  the          
          financial statements  for the first fiscal year following the Offer.  
          Telefonical Moviles  shall satisfy the exercise of the put option     
          subject to the terms of the Offer and necessary resolutions.

          The  board  has  delegated  the relevant  authority  to  the  Comision
          Delegada  of the board of directors, its president and the directors,
          D. Fernando  Abril-Martorell Hernandez, D. Jose Maria  Alvarez-Pallete
          Lopez and D. Jose  Maria  Mas  Millet,  so  that  each  of   them,
          individually  or  collectively, may establish the  conditions  of  the
          Offer  that  are not foreseen in the resolution of the board  and  may
          take  whatever actions necessary with respect to the execution of  the
          transaction.

          Attached  as  annex one hereto is a copy of the press release to  be
          disseminated relating to today's decision.

          Each of Telefonica Moviles, S.A. and Telefonica, S.A. remains, as
          always,  at  the disposition of the Spanish securities commission  to
          provide any clarification or additional information requested by the
          commission.

                                         Madrid, February 27, 2001

                                          Jose  Maria Mas Millet 
                         Secretary to the Board of Directors of Telefonica, S.A.
                 Secretary to the Board of Directors of Telefonica Moviles, S.A.

27/02/2001

TELEFONICA MOVILES FORMULATES A PUBLIC
EXCHANGE OFFER FOR THE SHARES OF CELULAR CRT

-   The Offer is addressed to the 54.32% of the stock capital of Celular CRT not
    already controlled directly or indirectly by Telefonica Moviles.

-   The exchange ratio shall be four newly-issued shares of Telefonica Moviles
    (represented by ADRs or BDRs) for fifty-seven shares of Celular CRT.

-   The Offer represents for the shareholders of Celular CRT a premium of
    approximately forty percent.

Madrid, February 27, 2001.

The board of directors of Telefonica Moviles, S.A. in its meeting held today
agreed to formulate a public exchange offer for shares (the 'Offer')
representing up to 100% of the share capital of the Brazilian company, Celular
CRT Participacoes S.A. ('Celular CRT'), which owns the entire share capital of
the operating company Celular CRT S.A.

This operation is a new step in the global reorganization of Telefonica, S.A's
business along business lines, which was commenced in 2000.

The Offer, which is expected to be made as soon as the necessary authorizations
are obtained, will be a public exchange offer to delist Celular CRT, and will he
conducted pursuant to two offers:

     - a public exchange offer for shares of Celular CRT in exchange for        
       Brazilian Depositary Receipts ('BDRs') representing newly-issued shares  
       of Telefonica Moviles, S.A.
     - a public exchange offer for shares of Celular CRT in exchange for
       American Depositary Receipts ('ADRs'), or BDRs, representing newly-issued
       shares of Telefonica Moviles.

The purpose of the offer is to acquire all of the shares which comprise the
share capital of Celular CRT, totaling 2,948,439,458 shares, of which
1,064,261,304 are ordinary shares and 1,884,178,154 are preferred shares.

Pursuant to Article 74 of the Spanish corporations law, the 853,824,088 ordinary
shares and 493,035,892 preferred shares of Celular CRT controlled directly or
indirectly by Telefonica Moviles, and representing an aggregate of 45.68% of the
share capital of Celular CRT, shall not he subject to the Offer.

As a result, the objective of the Offer aimed at the shareholders of Celular CRT
is to acquire the remaining 1,601,579,478 outstanding shares, of which
210,437,216 are ordinary shares and 1,391,142,262 are preferred shares,
representing in the aggregate approximately 54.32% of Celular CRT's share
capital.

The exchange ratio shall be four (4) newly-issued shares of Telefonica
Moviles (represented by ADRs or BDRs) for fifty-seven (57) shares of Celular
CRT.

This exchange ratio, which shall be applicable to all shares of Celular
CRT, both ordinary and preferred, was determined based on the average closing
market price of the shares of Telefonica Moviles (on the Madrid Stock
Exchange) and of Celular CRT's preferred shares (on the Sao Paulo stock
exchange) between the 19th and the 23rd of February 2001, inclusive, and
represents a premium of approximately forty percent (40%) over the average
market closing price of the preferred shares of Celular CRT during such period.

In accordance with Brazilian securities laws currently in effect, if the
Celular CRT shares are delisted in connection with the Offer, the shareholders
of Celular CRT who did not tender their shares in the Offer have the right to
put their Celular CRT shares to Telefonica Moviles during a period commencing on
the day after the expiration of the Offer and ending six (6) months after the
date of the general shareholders' meeting of Celular CRT which approve the
financial statements for the first fiscal year following the Offer. Telefonical
Moviles shall satisfy the exercise of the put option subject to the terms of the
Offer and necessary resolutions.

The effectiveness of the Offer shall be subject to the following     
conditions, the failure of any one of which will enable Telefonica Moviles
to cancel the Offer. Such conditions may be eliminated, not given effect
or modified by the authorized persons or bodies in connection with the
Offer.

    -  a material alteration in the normal functioning of the securities
       markets which cause the suspension of listing or restrictions on
       trading in the securities shall not have occurred.

    -  (the closing market price of Telefonica Moviles shares in the Continuous
       Market of the Spanish stock exchanges shall not decrease 25% or
       more from the closing market price on the date prior to the
       agreement communicated hereunder.
 
    -  neither the value of the market index of Spain (IBEX), measured as of the
       end of any trading session in euros, nor the value of the market index of
       the Sao Paulo stock exchange, measured as of the end of any trading
       session in U.S. dollars, shall have decreased 25% or more from
       the closing price of the trading session on the date prior to the
       agreement communicated hereunder.

    -  there shall not have occurred other circumstances which result in a      
       material adverse effect as such are defined in the documents related to  
       the Offer. 

    -  that the percentages and conditions required by Brazilian law for the
       delisting of Celular CRT shares be met and that, such percentages
       having been met, the Offer is accepted by holders of at least 67%
       of the shares to which the Offer is aimed.

    -  the approval of the board of directors and shareholders of Telefonica    
       Moviles of the relevant proposals and the capital increase (without      
       preferential subscription rights) necessary for the issuance of          
       Telefonica Moviles shares to be exchanged in the Offer. 

    -  the obtainment (within 90 calendar days of the presentation to the       
       Brazilian and U.S. securities regulators of the legal documentation in
       connection with the Offer) of the authorizations necessary for the       
       realization and effectiveness of the Offer, especially including, the
       registration and availability of Telefonica Moviles and its
       shares. 

    -  that, in accordance with the applicable rules and regulations that may be
       in effect in the Brazilian securities market there shall not have been   
       prior to the date of publication of the commencement of the exchange     
       offer period any substantial change in the conditions under which the    
       Offer shall be conducted.

The board has delegated the relevant authority to the Comision Delegada of the
board of directors, its president and the directors, D. Fernando Abril-Martorell
Hernandez, D. Jose Maria Alvarez-Pallete Lopez and D. Jose Maria Mas Millet, so
that each of them, individually or collectively, may establish the conditions of
the Offer that are not foreseen in the resolution of the board and may take
whatever actions necessary with respect to the execution of the transaction.


Direccion de Comunicacion              Tel: [phone]
Press Office                           Fax: [phone]
Goya, 24-1 o planta            e-mail: prensa [e-mail]
28001 Madrid                 http://www.telefonicamoviles.com