TCO acquisition

Telefonica SA
28 April 2003


                               SIGNIFICANT EVENT

In compliance with article 82 of Spanish Securities Market Law 24/1988 (Ley del
Mercado de Valores), and related provisions, and in order to make it public as
the notification of a Significant Event, we hereby inform you that the
acquisition by Telesp Celular Participacoes, S.A. (a Brazilian cellular
telephony company whose shareholders include Brasilcel, N.V., a company which is
in turn a holding company for the shareholdings of the cellular telephony
companies Telefonica Moviles, S.A. and PT Moveis, SGPS, S.A. which each have a
50% interest) of 61.10% of the ordinary shares with voting rights of Brazilian
cellular telephony company Tele Centro Oeste Celular Participacoes, S.A. ('TCO')
was completed on April 25th, 2003, upon fulfilment of the terms and conditions
to which this operation was subject.


Following the acquisition of the aforementioned shares, Telesp Celular
Participacoes, S.A. will launch a Takeover Bid to acquire up to 100% of the
remaining ordinary shares with voting rights of TCO, in accordance with
Brazilian legislation and as notified to the market in the significant event
submitted by Telefonica, S.A. on January 16th, 2003.




                                                       Madrid, April 28th, 2003







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