Re Alliance

Telefonica SA
24 April 2001


                     TELEFONICA AND BBVA SET THREE DIFFERENT
                  INITIATIVES IN MOTION WITHIN THE FRAMEWORK OF
                            THEIR STRATEGIC ALLIANCE

- Terra to acquire 49% of Uno-e's share capital

-  BBVA to contribute its 'call-center' domestic and international businesses to
Atento, in exchange for 9% of the share capital of this Grupo Telefonica's
subsidiary company

-   Grupo Telefonica, through Telefonica Media, becomes a BBVA Ticket
shareholder by acquiring 47,5% of the share capital


BBVA and Telefonica have today announced that they are setting three initiatives
in  motion within the framework of the Strategic Alliance entered into by both
corporations on February, 11, 2000.  The terms of the agreements include the
acquisition by Terra of an interest in the share capital of the Internet bank
'Uno-e,' the unification within Atento, a subsidiary company of Grupo
Telefonica, of both groups' worldwide telephone-based customer-service
businesses, as well as Telefonica Media's becoming a shareholder in the BBVA
Ticket company, a company engaged in the electronic sale of tickets.

The agreements that have been made public today are focused on three of the 
sectors -e-banking, customer service by telephone and electronic hiring of
leisure services- which have shown the best evolutionary trend over the last few
months, and whose future prospects are the brightest.

AN INNOVATIVE PROJECT IN THE FINANCIAL SERVICES INDUSTRY

With regard to e-banking, the Board of Directors of Terra, Telefonica's Internet
affiliate, has ratified the decision to acquire an interest in Uno-e  
(www.uno-e.com) amounting to 49% of the share capital, once all the appropriate
authorizations have been received.

With Terra's additional backing, Uno-e will have the capability to tackle new
challenges and to further enhance its already strong rates of growth.  At the 
end of the first quarter of 2001, the company had 80.000 customers (a 54% 
increase over the figure at the end of the year 2000) and was managing 358
million Euros (128% more than the previous year).

Uno-e was launched in Spain at the end of March 2000 and is carrying out a
Financial Supermarket(C) strategy, by providing not only its own products but
also those developed by other institutions.

ATENTO TO BECOME A PART OF THE BUSINESS OF TELEPHONE-BASED CUSTOMER SERVICES

BBVA and Telefonica have also agreed to bring under the same roof, that of
Atento, one of Grupo Telefonica's associated companies, all 'call center'
activities, domestic as well as international, that the banking institution is 
currently offering.  As a result of such an integration, BBVA will hold an
interest, amounting to 9%, in Atento's share capital.

Atento is a global unit of Grupo Telefonica, the industry's leading company in 
Spain and Latin America, intended to promote the business of Customer Relations 
Management (CRM).  It is currently operating in 14 countries; in Latin America
(Argentina, Chile, Peru, Brazil, Venezuela, Colombia, Guatemala, El Salvador,
Puerto Rico and Mexico), Europe (Spain and Italy), Africa (Morocco) and Asia
(Japan).  In the last fiscal year, Atento achieved a turnover of $487 million 
(slightly over 91 billion pesetas) and has 55 service centers and a customer
portfolio with over 300 clients.

The assets being contributed by BBVA consist of the company trading under the 
name of Procesos Operativos S.A. (POSA) and Leader Line.  Among other
activities, these companies used to concentrate those of telemarketing,
telephone customer-service, telecollection and 'call center'- related
activities, both for Grupo BBVA and for an important customer portfolio.

The agreement does envisage the creation of a common activity center to provide
its customers, not to mention the companies belonging to the BBVA and Telefonica
Groups of Companies, with global backup, both in Europe and in Latin America.

By joining forces with BBVA, Atento becomes one of the world's leaders in its 
sector by number of jobs and by the volume of its business, in addition to  
having the international expansion process, already under way, significantly 
strengthened.  The company's dimension and geographical diversification allow 
it to shape itself as a global provider of solutions, both comprehensive and
with a high level of added value, for its clientele.

COOPERATION IN THE ELECTRONIC SALE OF TICKETS

BBVA and Grupo Telefonica, through Telefonica Media do consider the business of
issuing and distributing show and event tickets, to be a basic and strategic 
component contributing to the generation of value, to the multiplication and to
the improvement of the services that their customers are to be provided with. 
In addition, through the aforesaid company the expansion of electronic commerce
is being made easier.

BBVA has been in the business of e-ticketing for the last two years through BBVA
Ticket, a leading company in the management and distribution of tickets for
musical events; in the main, for rock concerts.  The company has developed its
own technology which permits it to carry out an active multi-channel
distribution strategy, by combining the traditional channels, through agreements
entered into with retail chains (FNAC and Crisol), telephone sales, agreements
entered into with several suppliers of software for movie theaters, theaters and
sports arenas, with the use of channels related to the new economy (Internet,
mobile phones, 'print at home').

The decision by Telefonica Media to acquire an interest in BBVA Ticket, is part 
of its strategy to provide all of Telefonica's distribution windows with
multi-platform contents, products and services: telephony, free and pay-TV,
Internet and Broad Band.  Besides, the music contents and the events being
carried out  by FAMA (Telefonica Media's associate company in charge of the
organization of events and artistic management) are also included.

BBVA, y Telefonica Media will keep share parity in BBVA Ticket, each one holding
47,5% of the share capital.

Madrid, April 23rd, 2001