Result of Meeting

Telefonica SA
19 June 2001

                              
             TO THE SPANISH NATIONAL SECURITIES MARKET COMMISSION


                          PRIOR COMMUNICATION


Antonio J, Alonso Ureba with fiscal number 50,201,681-L, acting on behalf of
TELEFONICA, S.A, (the 'Company') in his capacity as Secretary of the Board of
Directors of the Company, and duly empowered to this effect, before the Spanish
National Securities Market Commission, hereby declares that:

I   The Company's General Ordinary Shareholders' Meeting held on June 15,       
    2001 resolved to increase the share capital of the Company, with foreseen 
    incomplete subscription and total exclusion of the pre-emptive rights,      
    through the issue and listing of 174,700,000 ordinary Company shares of a
    nominal value of one (1) euro each (the 'Issue').

II  The Company's Board of Directors, at its meeting held on June 15th, 2001, 
    resolved to execute the capital increase referred to in the previous 
    paragraph

III By means of this document, and by virtue of that stated in article 26 of the

    Stock Market Law 24/1988 of July 28, amended among others, by law 37/1998 
    of November 16 and articles 5.2.a) and 9 of Royal Decree 291/1992 of March 
    27, regarding Issues and Public Sale Offers of Securities, the mandatory 
    Prior Communication regarding the increase in the Company's share capital is

    presented, and the main characteristics of this are stated below:

1.  Issuer of the ordinary shares

    The Issuer is TELEFONICA S.A., with its registered head office in 28013
    Madrid, Gran Via 28 and its Fiscal Identification Number (C.I.F). 
    A-28/015865, registered in the Madrid Mercantile Register, in volume 12,534,

    Page 21, Sheet M-6,164.

    The Company forms part of the Telefonica Group to the effect set forth in 
    article 4 of the Stock Market Law, with this acting as the head of the 
    aforementioned group.

2.   Nature and characteristics of the securities to be offered

     The securities issued are ordinary Telefonica shares, with a face value of 
     one (1) Euro each, that constitute a single series; and will attribute to 
     their holders identical rights.(hereinafter, the 'Shares of the New 
     Issue'). The basic characteristics of the Issue will be the following:

a)   Purpose of the Issue.

     This Issue is to be launched in order to address the exchange of shares 
     with the following companies: Corporacion Integral de Comunicacion S.A. de 
     C.V., Grupo Corporativo del Norte S.A. de C.V.,Telefonia Celular del Norte 
     S.A. de C.V., Celular de Telefonia S.A. de C.V., Baja Celular Mexicana S.A.

     de C.V., Baja Celular Servicios Corporativos S.A. de C.V., Tamcel SA. de 
     C.V., Movitel del Noroeste S.A. de C.V., Movicelular S.A. de C.V. and 
     Moviservicios, S.A- de C.V..

     The exchange of shares will permit the Company to acquire, directly or 
     indirectly, 100% of Telefonia Celular del Norte S.A. de C.V., 100% of
     Celular de Telefonia S.A. de C.V., 100% of Baja Celular Mexicana S.A. de 
     C.V., 90% of Movitel del Noroeste, S.A. de C.V., 90% of Moviservicios, S.A.

     de C.V., and 90% of Movicelular, S.A. de C.V..

b)   Issue rate.

     The issue rate at which the Shares from the New Issue will be issued will 
     be 5.5 euros (a nominal value of 1 euro plus a maximum issue premium of 4.5

     euros). The Annual General Shareholders' Meeting of the Company approved a 
     difference by which the issue premium could stand at between 4.5 and 6.5 
     euros, basing the calculation of this in accordance with that set forth in 
     article 159.1.c) of the amended text of the Corporate Law.

c)   Representation of the Shares of New Issue.

     The newly issued shares will be represented by book entries registered by 
     the Clearance and Settlement Service (SCLV), the entity responsible for the

     carrying of the accounts register

d)   Trading on secondary markets

     The Company will apply for the listing of these shares on the four Spanish 
     Stock Exchanges, Barcelona, Bilbao, Madrid and Valencia, (through the 
     Spanish Automated Quotation System).

     Likewise, the Company will apply for their listing on the London, Paris, 
     Frankfurt, Buenos Aires, Lima and New York(1) stock exchanges, along with 
     that of Sao Paulo and the other Brazilian stock exchanges(2), and their 
     inclusion in the Stock Exchange Automated Quotation System (SEAQ 
     International).


1  The trading on the New York Stock Exchange will take place on the form of 
   American Depositary Shares (ADSs) represented by American Depositary Receipts

   (ADRS). According to North American legislation, an ADS is the unit by which 
   a US shareholder holds the shares of the foreign issuer that has agreed to 
   establish and ADR program. One ADS may correspond to one or more of the 
   issuer's shares. An ADR is the instrument issued by the depositary entity of 
   the ADSs, which is given to the US investor so that he may demonstrate the 
   ownership of the ADSs he holds.

2  The Company shares traded on the Brazilian stock exchanges will be 
   represented by Brazilian Depositary Receipts (BDRS).


3.   Group of subscribers to whom the issue will be offered

     The Company's Annual General Shareholders Meeting approved the total 
     exclusion of pre-emptive rights on the shares of the New Issue due to the
     fact that it was in the Company's interest that the shareholders of the 
     above mentioned companies take up shares in the Company's share capital.

4.   Subscription date for the Newly Issued Shares.

     The shares will be subscribed and paid-in through the non-cash payment 
     previously referred to, on the same date on which the corresponding        
     Prospectus is verified.


In witness thereof,

IT IS REQUESTED that the Spanish Securities and Exchange Commission (Comision
Nacional del Mercado de Valores), in acknowledging the filing of this Prior
Communication relative to the Issue of ordinary shares of the Company, admits it
and, after having completed the required formalities, proceeds to register it in
the corresponding Register.

Madrid, June 18th. 2001.

TELEFONICA, SA,
p.p.