Subsid's Acquisition

Telefonica SA
3 April 2000



TELEFONICA PUBLICIDAD E INFORMACION S.A. (T.P.I.), A Telefonica
SUBSIDIARY, ACQUIRES THE PUBLISHERS GOODMAN BUSINESS PRESS.

The Board of Directors of Telefonica Publicidad e Informacion (TPI) will present
a series of proposals to be approved by its General Shareholders' Meeting, to be
held  on  April  17th, among which that of the acquisition of  90.5%  of 
Goodman Business Press.

TPI will acquire 90.5% of the share capital of International Publishing Group
(IPG), the company  which  holds  a 100% stake in Goodman Business Press.  This
operation, which  is  subject to the results of the due diligence to be carried
out,  has valued the aforementioned company at Ptas 1,762 million. TPI will
acquire  70.5% of  IPG through a share exchange, for which it will carry out a
capital increase also  to  be  approved by the Shareholders' Meeting. This
capital increase  will result  in the issuance and listing of 138,277 new shares
with a face  value  of Euros  0.05  each.  These  shares will be subscribed  and
 paid-in  through  the contribution  of  participations held in the Goodman
Business Press.  With  this exchange in mind, TPI's shares were valued at Euros
54.0 at the close of trading of  March 24th, therefore totalling Ptas 1,242
million. The remaining 20% stake  in IPG will be acquired through a cash payment
of Ptas 352 million.

Goodman  Business  Press  is a company responsible  for  the  publishing  of  25
technical  and  specialized  magazines covering 14  different  sectors  such as
construction, public works and mining, the  naval  and  fishing industries,
electronic and telecommunications, landscape  gardening,  energy,  the
environment, graphic  arts,  containers  and packaging,  leather  and footwear.
In 1999, Goodman Business  Press  registered revenues  amounting  to  Ptas 434
million and income totalling  Ptas  93  million. Through  this acquisition, TPI
aims to boost the development of Goodman Business Press, raising the number of
subscriptions to its different publishing products, at  the  same  time  as 
enhancing the content of the products  specializing  in verticals which will
develop e-commerce.

T.P.I.  (www.paginas-amarillas.es) is Spain's leading company in the  publishing
and  sale of directories, information content and advertising, both on paper and
through  Internet. Among its many products those of particular interest are the
paper  version  of  Yellow Pages, online Yellow Pages, Voice Yellow  Pages, 
White Pages and EuroPages.

Madrid, April 3,2000