Public Offer

TELEFONICA SA
16 September 1999

           PRIOR NOTICE OF INITIAL PUBLIC OFFERING OF TELEFONICA
                             INTERACTIVA, S.A.


TELEFONICA INTERACTIVA, S.A., a wholly-owned subsidiary of Telefonica, S.A. will
offer its ordinary shares, nominal value Euro 2 each, in an initial public
offering.  The ordinary shares being offered will have full dividend and voting
rights and will belong to a single class.  The offering will represent
approximately 20% to 30% of Telefonica Interactiva's share capital, which
percentage may increase subject to the exercise of any part of the 'green shoe'
option granted to the global coordinators of the offering.

The offering will consist of three tranches: (i) a retail tranche for Spanish
and European Union citizens, (ii) an institutional tranche for Spanish
institutional investors and (iii) an international tranche for institutional
investors outside of Spain and for United States investors.  The offering will
be made only by means of a prospectus.

In order to allot the shares offered in the initial public offering,
underwriting and placement syndicates will be formed.