Disposal

Telefonica SA
2 January 2002



       ANTENA 3 (TV and radio operator) BUYS ONDA CERO (radio station)

            TO STRENGTHEN ITS LEADERSHIP IN THE AUDIOVISUAL FIELD



(Madrid. 28 Dec. 2001). The Executive Committee of ANTENA 3 has approved the
purchase of 100% of Uniprex, the company that owns ONDA CERO, for 38,000
million pesetas (Euro 228.38 million), its total asset value (21,000 million
pesetas or Euro126.21 million is its equity value).


The acquisition of the company, bought from ADMIRA, a subsidiary of
Telefonica, consolidates ANTENA 3 as one of the largest free-to-air TV and
radio operators in the Spanish and Portuguese-speaking worlds, at a time when
in the media industry there is a clear pattern of concentrations and
consolidation of businesses with homogeneous business models.


The operation has the following advantages:


  * It brings to ONDA CERO the managerial experience and technology
    breakthroughs of ANTENA 3.

  * It allows the joint administration of contents and commercial
    activities.

  * It opens up the possibility of developing new business together.


The pooling and use of these synergies justify the use of ANTENA 3's financial
capacity for this acquisition, subject to the administrative authorisations in
force.


When Admira acquired ONDA CERO on July 1999 ONDA CERO, it was Spain's fourth
radio station, with an audience of 1,875,000 and net revenues of 8,996 million
pesetas (Euro54.07 million). Under its new management and with the
incorporation of a number of radio personalities, ONDA CERO has become the
second most important radio station in Spain, with an audience of 2,771,000
(+47.8%) and net revenues of 11,510 million pesetas (Euro69.18 million)
(+28%). Since 1999 Uniprex has gone from controlling 184 to 297 radio
broadcasters and its signals have grown substantially.


The Managing director of ANTENA 3, Luis Velo, said that this operation is 'a
strategic step towards a media consortium of free-to-air TV and radio, with
the object of leading the Spanish audiovisual market.'