Public Exchange Offer

Telefonica SA
27 July 2001

SIGNIFICANT EVENT

Mr, Luis Lada Diaz, Executive President of the Board of Directors of Telefonica
Moviles, S.A. (a Telefonica, S,A, subsidiary), duly empowered by the Board of
Directors at their meeting held last July 24, has resolved to modify one of the
conditions to which the Board of Directors subjected the effectiveness of the
Public Exchange Offer for the shares of the Brazilian company Celular CRT
Participacoes, S.A. This modification alters the date from which the decrease of
25% or more in the value of the market index of the Sao Paulo stock exchange,
measured in US dollars, will be calculated, This date is now set at 24 July, the
date of the Board of Directors' meetings.

MADRID, JULY 27 2001