FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

January ~~10th~~12th, 2005

Commission File Number [ ]

Telefónica Móviles, S.A.

(Exact name of registrant as specified in its charter)

Telefónica Mobile, Inc.

(Translation of registrant’s name into English)

Goya, 24

28001 Madrid, Spain 3491-423-4004

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:


Form 20-F: x		Form 40-F: ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):


Yes: ¨		No: x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):


Yes: ¨		No: x

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes: ¨		No: x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

Enclosures: Telefónica Móviles completes the acquisition of BellSouth ~~Chile~~Argentine.

NOTICE OF SIGNIFICANT EVENT

TELEFÓNICA MÓVILES, S.A.

Madrid, January ~~10th~~12th 2005

In compliance ~~with~~ with article 82 of Spanish Securities Market Law 24/1988, and related provisions, and in order to make it public as the notification of a Significant Event, we hereby inform you that ~~on January 7th~~yesterday, Telefónica Móviles, S.A., after obtaining the necessary permission from the respective authorities, has completed the acquisition of BellSouth ~~Chile~~ Argentine.

~~This~~With ~~acquisition~~new ~~marks~~purchase ~~the close of the third stage of acquisitions in the agreement reached between the~~ Telefónica ~~Group~~Móviles ~~and~~completes ~~BellSouth, after~~ the acquisition of ~~100%~~all of Bellsouth’s operators in ~~Ecuador,~~Latin ~~Panama and Guatemala last October 14th and the acquisition of Bellsouth’s operators in Colombia, Nicaragua, Uruguay and Venezuela last October 28th~~America. ~~Telefónica Móviles expects to complete the remaining acquisition (Argentina) during January.~~

Telefónica Móviles has acquired the ~~Chilean~~Argentinean operator for an enterprise value of ~~531,8~~ 988 million dollars~~, after receiving the regulatory approval from the relevant authorities in this country~~.

We attach to this official statement press release announced to the media.

Hence, it is hereby requested that this statement be accepted on this day, January ~~10th~~12th 2005.

D. Antonio Hornedo Muguiro.

General Counsel

Telefónica Móviles, S.A.

~~TELEFÓNICA~~Nota ~~MÓVILES~~de ~~COMPLETES~~PrensaPress ~~THE ACQUISITION OF BELLSOUTH CHILE~~ Release

•TELEFÓNICA AsMÓVILES aCOMPLETES ~~result~~ACQUISITION ofOF ~~this~~ALL BELLSOUTH’S operation, which has an enterprise value of 532 million dollars, Telefónica Móviles has acquired (for a cumulative enterprise value of 4,862 million dollars) nine of the ten mobile telephony operators included in the agreement reached by Telefónica Group and BellSouth, which included a maximum enterprise value of 5,850 million dollars.

•OPERATORS ~~“This~~IN ~~acquisition~~LATIN marks a new step in the Telefónica Group’s commitment to Chile. Our objective is for the union of Telefónica Móvil and BellSouth to create a benchmark telecommunications company in Latin America”AMERICA, ~~said~~WITH ~~Antonio~~PURCHASE ~~Viana-Baptista,~~OF ~~Chairman~~MOVICOM ~~and~~IN ~~CEO of Telefónica Móviles.~~

•ARGENTINA The merger of Telefónica Móvil and BellSouth Chile will result in a company with approximately 4.7 million customers at the close of 2004. Its leadership of the Chilean market and the experience and leadership of Telefónica Móviles, the second largest mobile telephony multinational in the world, will mean that customers will have access to the most advanced international-standard products.

~~Madrid,~~• 7With ~~January~~the ~~2005.-~~purchase ~~Telefónica Móviles~~of Movicom, ~~the~~for ~~company~~an inenterprise ~~charge~~value of ~~managing~~988 ~~all~~million dollars, Telefónica ~~Group’s~~Móviles ~~cellular~~has ~~assets~~completed, ~~has~~in ~~completed~~record time, the acquisition of ~~100%~~BellSouth’s often ~~BellSouth~~Latin ~~Comunicaciones~~American ~~(BellSouth~~cellular ~~Chile)~~operators for ana total enterprise value of ~~532~~5,850 million dollars. ~~The transaction took place once the necessary permission had been received from the Chilean authorities.~~

~~This~~• The transaction ~~forms~~makes ~~part~~Telefónica ofMóviles the ~~agreement~~world’s ~~reached~~second-largest ~~between~~multinational ~~the~~mobile ~~Telefónica~~company, ~~Group~~with ~~and~~approximately ~~BellSouth~~72 onmillion ~~last~~managed 5customers ~~March~~(figures ~~whereby~~at ~~Telefónica~~the ~~Móviles~~end isof tothe ~~acquire~~third ~~all~~quarter ~~BellSouth’s~~of ~~cellular~~2004) ~~assets~~and the biggest in Latin America, ~~which~~with ~~comprised~~over ~~some 13~~50.16 million managed customers in ~~10 countries at~~ the ~~end of the third quarter of 2004~~region.

~~Telefónica~~• ~~Móviles~~By ~~has~~combining ~~already completed~~ the ~~acquisition~~operations of ~~nine~~Movicom ofand Unifón, Telefónica Móviles becomes the ~~ten~~leading ~~operators~~mobile (operator in ~~Venezuela,~~Argentina ~~Colombia,~~(with ~~Chile,~~5.5 ~~Ecuador,~~million ~~Panama,~~customers ~~Peru,~~at ~~Guatemala, Uruguay~~the ~~and~~end ~~Nicaragua~~of 2004), and ~~expects~~is in an excellent position to ~~complete~~capture a significant part of the ~~only~~high ~~remaining~~growth ~~acquisition~~potential (in ~~Argentina)~~the ~~during~~Argentine ~~January.~~cellular market.

~~“This~~Madrid, ~~acquisition~~11 ~~makes~~January ~~another~~2005. ~~step~~- inTelefónica Móviles, the company that manages all the Telefónica Group’s ~~commitment~~cellular toassets, ~~Chile.~~has ~~Our~~completed ~~objective is for~~ the acquisition ~~union~~ of ~~Telefónica~~all ~~Móvil~~of ~~and~~ BellSouth’s tomobile ~~create~~operators ~~a benchmark telecommunications company~~ in Latin America. Towith ~~achieve~~the ~~this~~purchase of 100% of Movicom, weBellSouth’s ~~are~~wireless ~~combining~~operator ~~the~~in ~~renowned~~Argentina, ~~prestige~~for ~~and~~an ~~professional~~enterprise ~~skills~~value of ~~these~~988 ~~companies’~~million ~~management~~dollars. ~~with~~The ~~Telefónica~~transaction ~~Móviles’~~was ~~global~~carried ~~leadership~~out inafter obtaining ~~adding~~ the ~~most innovative~~necessary ~~mobile~~approval ~~telephony~~from ~~solutions~~the toArgentine ~~its~~authorities ~~subsidiaries’~~and ~~offerings”,~~in ~~said~~compliance ~~Antonio~~with ~~Viana-Baptista,~~the ~~Chairman~~prevailing ~~and~~regulations ~~CEO~~on ofspectrum ~~Telefónica~~in ~~Móviles~~Argentina.

“This acquisition marks a further step in the Telefónica Group’s commitment to Argentina. At the same time, receiving definitive approval for the acquisition of Movicom enables Telefónica Móviles to make additional investments of around 400 million pesos in infrastructure in Argentina in 2005,” said Antonio Viana-Baptista, Chairman and CEO of Telefónica Móviles.

“The combination of Unifón and Movicom should bring out the best of both companies and give rise to an operator that actively helps to develop Argentina’s mobile communications. Customers will have access to the most developed products in the world thanks to the experience and leadership of Telefónica Móviles, the largest wireless operator in Argentina and Latin America and the second-largest mobile telephony multinational in the world.”


Más información en nuestra página web http://www.telefonicamoviles.com

Dirección de División de Comunicación Paseo de Recoletos, 7 y 9 28004 Madrid		Tel: +34 91 423 40 44 Fax: +34 91 423 40 11 e-mail: prensa_tm@telefonicamoviles.com

LOGO

The operator acquired

~~BellSouth~~Movicom ~~Chile~~ ended 2004 with 12.4315 million customers. ByAdding ~~adding~~together ~~its~~the operations ~~to those~~ of ~~Telefónica~~Movicom ~~Móvil~~and Unifón, Telefónica Móviles’ ~~current~~ operator in ~~Chile~~Argentina, ~~Grupo~~would give the Telefónica Móviles ~~will~~Group ~~have~~some ~~around 4~~5.75 million customers at the end of 2004, making it ~~Chilean~~the ~~market~~clear leader. ~~As a result, Telefónica Móviles Group is~~ in ~~an excellent position to capture a significant part of~~ the ~~strong~~Argentine ~~growth potential of mobile telephony in Chile~~market.

The Telefónica Móviles Group ~~assumes~~is ~~management~~now ofin ~~BellSouth~~an ~~Chile~~excellent asposition ~~from~~to ~~today.~~capture ~~The~~a ~~latter~~significant ~~company~~part ~~will maintain~~of ~~(as will Telefónica Móvil) its brand names and commercial systems for~~ the ~~time~~high ~~being~~growth ~~until~~potential ~~their commercial platforms are integrated into those~~ of the ~~Telefónica~~Argentine ~~Móviles~~cellular ~~Group~~market.

~~Oliver~~Telefónica ~~Flögel~~Móviles iswill assume the ~~CEO~~management of Movicom as of today and will maintain (as with Unifón) its brand name and commercial systems during a transition period, until the company’s commercial platforms are integrated into those of the Telefónica Móviles’ ~~operations in Chile~~Group.

~~The~~Eduardo ~~current~~Caride ~~customers~~is the Regional Director of ~~BellSouth~~Telefónica Móviles’ operations in the Southern Cone (Argentina, Chile and ~~Telefónica~~ ~~Móvil~~Uruguay), ~~will~~while beFederico ~~able~~Rava, up to ~~continue~~now toGeneral ~~enjoy~~Manager ~~their~~of ~~current~~Movicom ~~benefits~~BellSouth, ~~telephone~~has ~~number,~~been ~~prices~~appointed ~~plan~~CEO ~~and~~of ~~commercial~~Telefónica ~~conditions~~Móviles’ ~~unchanged~~new integrated operations in Argentina.

~~The~~Unifón ~~union of Telefónica Móvil~~ and ~~BellSouth~~Movicom ~~Chile~~customers ~~will~~can ~~exploit~~rest ~~the~~assured ~~best of both companies, resulting in an operator~~ that ~~will~~they ~~actively collaborate in the development of the country’s mobile communications. In this way, customers~~ will ~~enjoy~~keep ~~the~~their ~~most~~current ~~developed international-standard products~~benefits, ~~thanks~~telephone ~~to the experience and leadership of Telefónica Móviles~~numbers, ~~the~~price ~~largest~~plans ~~mobile telephony~~and ~~group~~commercial interms ~~Chile~~with ~~and~~no ~~Latin~~changes ~~America and the second-largest mobile telephony multinational in the world~~whatsoever.

The global agreement with BellSouth

~~Under~~With the ~~global~~acquisition ~~agreement~~of ~~reached~~Movicom, by Telefónica Móviles ~~Group~~has ~~for~~completed ~~Telefónica~~the ~~Móviles~~acquisition toof ~~acquire~~ BellSouth’s 10ten Latin American cellular operators, ~~the~~pursuant ~~transaction~~to ~~values 100% of~~ the ~~companies~~agreement ~~(firm~~reached ~~value)~~by atthe ~~5,850~~Telefónica ~~million dollars,~~Group toand beBellSouth ~~financed~~on ~~with~~March ~~Telefónica~~5, ~~Móviles’ cash flow and debt~~2004.

~~The~~At ~~transaction makes Telefónica Móviles~~ the ~~world’s second biggest multinational cellular player, with close to 72 million managed customers (figures at the~~ end of the third quarter of 2004) ~~and~~(period ~~the~~ending ~~largest player~~ in ~~Latin~~ ~~America,~~August) ~~with~~these ~~over~~ten ~~50.6~~operators ~~million~~(in Venezuela, ~~managed~~Colombia, ~~customers.~~Argentina, InChile, ~~addition~~Ecuador, itPanama, isPeru, ~~the~~Guatemala, ~~only~~Uruguay ~~mobile~~and ~~telephony~~Nicaragua) ~~company~~had ~~operating~~13.1 inmillion ~~all the region’s key markets~~customers, ~~which~~with ~~together~~combined ~~have~~revenues ~~over~~of ~~421~~2,282 million ~~inhabitants.~~dollars ~~This~~and ~~leaves~~EBITDA ~~the company well positioned to leverage the strong growth potential~~ of ~~the~~741 ~~LatAm~~million ~~market~~dollars.

The acquisitions have been made in record time and the transaction values 100% of the companies (firm value) at 5,850 million dollars, to be financed with Telefónica Móviles’ cash flow and debt.

The transaction makes Telefónica Móviles the world’s second-biggest multinational cellular company, with more than 72 million managed customers (figures at the end of the third quarter of 2004) and the largest mobile operator in Latin America, with over 50.6 million managed customers. In addition, it is the only mobile telephony company operating in all the region’s key markets, which together have over 421 million inhabitants. This leaves the company better positioned to leverage the strong growth potential of the Latin American market.

LOGO

Telefónica Móviles

Telefónica Móviles manages all the Telefónica Group’s cellular assets ~~in the world~~worldwide. It is one of the world’s largest mobile telephony operators and the leader in the Spanish- and Portuguese-speaking markets. It has operations on three continents and a managed customer base of ~~over~~around 72 million (at the end of the third quarter of 2004) including those of BellSouth’s Latin American operators, whose acquisition was agreed in March, ~~this year~~2004. In 2003 ~~Telefónica~~, Telefónica Móviles reported operating revenues of 10,070 million euros ~~of operating revenues~~ (+10.2%), EBITDA of 4,463 million euros (+19.5%) and net profit of 1,608 million euros. Telefónica Móviles is a founding member of the European mobile operators’ alliance, FreeMove.

Telefónica Móviles’ shares are traded on the Spanish and New York Stock Exchanges with the ticker TEM. For more information visit our website: www.telefonicamoviles.com

Telefónica Group

The Telefónica Group is one of the world’s leading telecommunications companies. Telefónica is the leading operator in the Spanish- and Portuguese -speaking markets and the ~~fourth~~sixth biggest operator in ~~the~~ the world inby ~~terms of~~ market capitalisation. Its activities are ~~centered~~centred mainly on the fixed and mobile telephony businesses, with broadband as the key tool for the development of both of these. The company has a significant presence in 16 countries and ~~has~~ has operations in approximately 40. ~~Telefonica~~Telefónica has a strong presence in Latin America, where the company operates in eight countries, ~~where~~and ~~its~~has ~~strategy~~a isclear ~~clearly~~ growth ~~oriented~~strategy. Its customer base amounts to more than 115 million ~~clients~~ worldwide.

(NOTE: Data for BellSouth for the first three quarters of 2004 correspond to the period ending 31 August).

LOGO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~Telefónica Móviles, S.A.~~	Telefónica Móviles, S.A.
Date: January 10th, 2005	By:	/s/ Antonio Hornedo Muguiro
Date: January 12th, 2005	By:	/s/ Antonio Hornedo Muguiro
	Name:	Antonio Hornedo Muguiro
	Name: Antonio Hornedo MuguiroTitle: General Counsel
	Title:	General Counsel

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