Offer for Antena 3

Telefonica SA
30 April 2003


                            ANTONIO J. ALONSO UREBA

                          Director, General Secretary

                    and Secretary of the Board of Directors

                                TELEFONICA, S.A.



TELEFONICA, S.A., as provided in article 82 of the Spanish Stock Market Act
(Ley del Mercado de Valores), hereby reports the following



                               SIGNIFICANT EVENT

At its meeting of April 30th, 2003 the Board of Directors of Telefonica, S.A.
has resolved, as part of the divestment process of its interest in Antena 3 de
Television, S.A., as required by the Spanish legislation on private television,
and in accordance with the resolutions adopted by the shareholders of
Telefonica, S.A. in their General Meeting of April 11th, 2003, as follows:


 1. To accept the offer presented by GRUPO PLANETA for the 25.1% equity interest
    owned by Telefonica, S.A. in Antena 3 de Television, S.A.


 2. In accordance with the offer, the value of Antena 3 de Television, S.A., for
    sale- purchase purposes, amounts to 1,450 million euros.


 3. The sale- purchase agreement is subject to two conditions precedent, the
    obtaining of the administrative authorization provided in the Spanish Act 10
    /88 on Private Television (Ley de Television Privada) and the clearance from
    the Spanish Competition authorities.


 4. The sale- purchase shall be subject to the condition subsequent that the
    shares of Antena 3 de Television, S.A. be listed for trading in the Spanish
    stock market.



                                                     In Madrid, April 30th, 2003


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