Stmnt re joint Merger Project

Telefonica SA
9 August 2001


In compliance with article 242 of the Spanish Corporations Act, it is hereby
announced that the Sole Shareholder of Telefonica Moviles Espana, S.A. and
Telefonica Moviles Intercontinental, S.A., on June, 30, 2001 approved the merger
of both companies based on the balance sheets closed on December 31st, 2000, and
duly approved, by means of the acquisition by Telefonica Moviles Espana, S.A. of
Telefonica Moviles Intercontinental, S.A. Said merger entails the dissolution
without liquidation and transfer en bloc of all the net worth, rights and
obligation of Telefonica Moviles Intercontinental, S.A. to the acquiring
corporation, in accordance the Joint Merger Project filed with the Mercantile
Registry on June 26, 2001, which was approved by the Sole Shareholder.

It is expressly stated that the partners and creditors of both companies have
the right to obtain the full text of the resolutions and of the merger balance
sheets, and that the creditors of both companies have the right to contest the
merger, during a period of one month from the date of publication of the final
mandatory announcement of the merger, in accordance with the terms of Articles
166 and 243 of the Spanish Corporations Act

Madrid, August 8, 2001

The Secretaries of the Board of Directors of Both Companies.

Antonio Hornedo Muguiro                       Maria Luisa Rodriguez 
Telefonica Moviles Intercontinental, S.A.     Telefonica Moviles Espana, S.A.