Subsid's Acquisition

Telefonica SA
13 March 2000


                 THE TELEFONICA SUBSIDIARY TERRA NETWORKS, S.A. 
                      SIGNS VENEZUELAN AGREEMENT THROUGH 
                        TERRA NETWORKS VENEZUELA, S.A.


On March 8th of this year Terra Networks, S.A. through its subsidiary Terra
Networks Venezuela, S.A., reached an agreement with the Venezuelan company
DOTCOM PUBLICIDAD C.A. to acquire the portal 'CHEVERE'.

This agreement includes the acquisition of this company's commercial assets
which include the rights on CHEVERE.COM and CHEVERE.COM.VE as well as the
trademark 'CHEVERE'. The 'CHEVERE' portal registers three million (3,000,000)
hits per month and is one of the most important in Venezuela.

This agreement comes within strategy to expand Terra's activities throughout
Latin America, in this case Venezuela where to date the Company had not extended
its business.

Madrid, March 13th, 2000.