Supervisory Committee

Telefonica SA
6 April 2000

Telefonica

'TELEFONICA, S.A.', in accordance with that stated in article 82 of the Stock
Market Law and that set forth in Circular 14/1998 of the Spanish National
Securities Market Commission, of December 28, 1998, by way of this document
presents the Press Release regarding the constitution by Telefonica and BBVA of
their Supervisory Committee for their Global Alliance.

BBVA AND TELEFONICA CONSTITUTE A SUPERVISORY
COMMITTEEE FOR THEIR GLOBAL ALLIANCE

- This Committee will be headed by Emilio Ybarra and Francisco Gonzalez on
behalf of BBVA, and Juan Villalonga on behalf of Telefonica, and each company
will be represented by five members.

- Pedro Luis Uriarte and Luis Martin de Bustamente will co-ordinate the working
groups.

- BBVA has proposed that its Vice-Chairman and Managing Director, Pedro Luis
Uriarte and Jose Ignacio Goirigolzarri be appointed members of the Board of
Telefonica.

- The Supervisory Committee signs two collaboration agreements at its first
meeting.

BBVA and Telefonica have today constituted their Supervisory Committee for their
global alliance which they signed on February 11th.  This Committee will be
headed by the Chairmen of BBVA, Emilio Ybarra and Francisco Gonzalez, and, on
behalf of Telefonica, by Juan Villalonga.  Pedro Luis Uriarte and Luis Martin de
Bustamante will be responsible for the coordinating of the working groups.  The
committee, at its first meeting held this morning, signed two collaboration
agreements connected with businesses derived from the 'new economy'.

Likewise, and in accordance with that laid forth in the global alliance, BBVA
has proposed that Pedro Luis Uriarte, Vice-Chairman and Managing Director of
BBVA, and Jose Ignacio Goirigolzarri, General Manager of this same company,
should be named members of the Board of Telefonica, in substitution of Francisco
Gomez Roldan and Jose Maria Concejo.  A proposal will also be presented to name
Pedro Luis Uriarte Vice-Chairman of Telefonica and a second proposal will be
made to appoint Javier Echenique to the other Vice-Presidency, as well as naming
his member of the Board along with Jose Maldonaldo.

Telefonica's Board of Directors will tomorrow decide who to propose as a member
of the Board of BBVA.

The control and supervision of the alliance will be carried out by the Chairmen
of the two companies through the Supervisory Committee.  Besides the three
chairmen, the Committee will also be made up of Pedro Luis Uriarte, Javier
Echenique and Juan Asua, on behalf of BBVA and Telefonica will be represented by
Luis Martin de Bustamante, Jose Maria Mas, Abel Linares and Rafael Hernandez.

The committee, at its first meeting, signed two collaboration agreements
connected with businesses derived from the 'new economy'.

The TPI-BBVA agreement

TPI and BBVA have agreed to incorporate a joint venture to develop an exchange
platform for both products and services, therefore making them leaders in the
Internet and e-commerce markets for small and medium size businesses throughout
both Spain and Latin America.

This platform, which will become the reference market for small and medium size
businesses, will allow these businesses to both buy and sell their products and
services, which is an innovation within the world of the Spanish Internet as it
will represent a real exchange centre.

TPI and BBVA are finalizing agreements with several partners which will also be
included in the new company and will contribute their know-how to the project
especially in terms of contribution of content and services.
The potential of this project is further reinforced by TPI's 800,000 advertisers
and BBVA's 350,000 customers throughout the Spanish and Latin American small and
medium size company sector.

e-procurement portal

Telefonica and BBVA have signed and agreement to create an e-procurement portal
(the provision of non-productive inputs) for corporates.  This will be a
reference portal of e-procurement thoughout the Portuguese and Spanish speaking
world.

Telefonica and BBVA will hold equal participations.

BBVA and Telefonica are interested in creating an open e-marketplace and in
order to achieve this will allow other Spanish and Latin American corporates to
take up participations.  

Talks with other potential partners, whose strategies are in line with those of
both Telefonica and BBVA, are at an advanced stage.

Advances in the Strategic Alliance

The Supervisory Committee has also ratified the agreement for the acquisition of
up to 20% of Atento by BBVA; the signing of an agreement by which BBVA will
participate in the consortium which, led by Telefonica, will tender bids for
third generation UMTS mobile telephony licences in Europe; and the incorporation
of Communicapital Partners as a core partner in the investment fund led by
Telefonica.

On March 31st, an agreement was signed among BBVA, Terra, Logista and the German
group Bertelsmann for the physical distribution of e-commerce products -
principally throughout Europe and America - and the development of logistic
operations derived from the e-commerce transactions between companies and
individuals.

All these agreements confirm the degree of commitment between BBVA and
Telefonica to successfully develop the alliance, as well as the high potential
to generate added value projects beneficial to both parties.