Exhibit
4.13
  Telefónica
      de Argentina S.A.
 PROSPECTUS FOR THE MERGER OF
TELEFONICA DATA ARGENTINA S.A. INTO TELEFONICA DE ARGENTINA S.
A.
 
 This prospectus
dated February 16th, 2009,
(hereinafter referred to as “the PROSPECTUS”) has been drawn up by the Board of
Directors of Telefónica de Argentina S.A. (hereinafter referred to as TASA)
pursuant to the provisions of Resolution No. 368/01 of the Comisión Nacional de Valores
(Argentine SEC), Law 19,550 as amended, sections 77 and 78 of Income Tax Law,
Section 105 and subsequent sections of its regulatory decree, and other rules
applicable thereto.
 
 The Boards of
Directors of TASA and TELEFONICA DATA ARGENTINA S.A. (hereinafter referred to as
DATA), in the meetings they held on February 16th, 2009,
approved the relevant Prior Merger Commitment, also dated February 16th, 2009;
the financial statements of TASA as of December 31st, 2008;
the financial statements of DATA as of December 31st, 2008;
the Special Consolidated Balance Sheet of the Merger as of December 31st, 2008;
and resolved to submit to the shareholders a proposal for approval of the merger
of DATA into TASA, as per the method suggested by the relevant Boards of
Directors, by convening the relevant Special Shareholders’ Meetings for April
20th, 2009,
in order to transact the following items, without limitation, on the
Agenda:
 
 1.
                Consideration of
      the merger of Telefónica Data Argentina S.A. into Telefónica de Argentina
      S.A.
 
 2.
                Consideration
      of the Financial Statements of Telefónica de Argentina S.A. as of December
      31st,
      2008.
 
 3.
                Consideration
      of the Financial Statements of Telefónica Data Argentina S.A. as of
      December 31st,
      2008.
 
 4.
                Consideration
      of the Special Consolidated Balance Sheet of the Merger as of December
      31st,
      2008.
 
 5.
                Consideration
      of the Prior Merger Commitment and authorization to sign the Final Merger
      Agreement.
 
 The date of this
Prospectus is February 16th,
2009.
   
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 Telefónica
      de Argentina S.A.
 
 1.
MAIN FEATURES OF THE
MERGER
 
 There follows a
summary of the main features of the merger suggested by the Directors of TASA
and DATA to the shareholders.
 
 Reorganization
Type:
 Merger
  Amalgamation Successor
Company:
 Telefónica de
Argentina S.A. (TASA).
  Amalgamation
Taken-over Company:
 Telefónica Data
Argentina S.A. (DATA).
  Date of Prior Merger
Commitment:
 February 16th,
2009.
 Date of Financial Statements
of TASA and DATA:
 December 31st,
2008.
 
 Date of Special Consolidated
Balance Sheet of the Merger:
 December 31st,
2008.
 
 Peso (AR$)-denominated
Shareholders’ Equity as of December 31st, 2008:
 DATA:
236,168,082
 TASA:
2,538,505,777
 
 
 
 
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  Telefónica
      de Argentina S.A.
 Exchange
Relationship:
 Considering that
TASA’s controlling interest in DATA is 100%, no share exchange relationship is
to be established on account of the merger, and, therefore, there will be no
capital stock increase for TASA due to the merger.
 
 Date of Corporate
Reorganization:
 The reorganization
will be effective as from January 1st,
2009.
 
 Date of TASA’s Special
Shareholders’ Meeting:
 April 20th,
2009.
 
 Date of DATA’s Special
Shareholders’ Meeting:
 April 20th,
2009.
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  Telefónica
      de Argentina S.A.
 2.
COMPANIES TAKING PART
IN THE MERGER
 
 TASA and DATA are
companies duly organized under the Argentine laws, validly existing and
registered with the Inspección
General de Justicia (National Corporation Office) of the City of Buenos
Aires.
 
 DATA was organized
in Argentina as a Corporation (Sociedad Anónima under the
Argentine legislation) for a term of 99 years under the name of TX-DX Argentina
Comunicaciones S.A., and was registered with the Inspección General de
Justicia on May 12, 1997, under No. 4771, Book 121, Volume “A” of
Corporations. The change of the corporate name to ADVANCE TELECOMUNICACIONES
S.A. was registered with the Inspección General de
Justicia, under No. 11,011 of Book 122, Volume “A” of Stock Company, on
September 29th,
1997.  Furthermore, the current corporate name TELEFONICA DATA
ARGENTINA S.A. was registered with the Inspección General de
Justicia on April 11th,
2002.
 
 TASA was organized
in Argentina as a Corporation (Sociedad Anónima under the
Argentine legislation) for a term of 99 years, and was registered with the Inspección General de
Justicia, under No. 4535, Book 108, Volume “A” of Stock Companies, on
July 13th,
1990.
 
 DATA is a company
under the control of TASA, which owns 100% of the block of shares.
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  Telefónica
      de Argentina S.A.
 3.
- EXPLANATION OF THE
REASONS BEHIND THE MERGER
 
 After having
reviewed the possible advantages of the merger, the Directors of the companies
taking part in the merger resolved to suggest the merger of DATA into TASA to
their shareholders.
 In the meeting held
thereby on February 16th, 2009,
the Board of Directors of DATA unanimously resolved to convene a Special
Shareholders’ Meeting for April 20th, 2009,
so as to consider the merger of DATA into TASA, as per the terms of the Prior
Merger Commitment, passed that February 16th, 2009,
and attached hereto in the form of EXHIBIT A.  In turn, TASA, by means
of Minutes of Board of Directors’ Meeting dated February 16th, 2009,
has set forth that the items on the Agenda to be transacted on the Special
Shareholders’ Meeting convened for April 20th, 2009,
shall include, without limitation, consideration of the aforementioned
merger.
 
 Note that the fact
that TASA has a 100% controlling interest in DATA was one of the circumstances
taken into account.
 
 Furthermore, it is
worth mentioning that the merger will help centralize the companies’ business
management within a single corporate organization, that is, standardize and
coordinate management of merged activities, allowing due planning and preventing
duplication of expenses with a lesser impact of fixed costs. Furthermore, this
also will help improve business management, technical operations, customer care
services, streamline sales actions and develop synergy between:
 
 Ø
                Economies of
      scale resulting from the integration of the telecommunications networks of
      the companies being merged;
 Ø
                Improvement
      of supplier engagement conditions;
 Ø
                Saving of
      costs related to business activity
amalgamation;
 Ø
                Reduction of
      time required to develop a market for new goods and services which would
      translate to greater customer
satisfaction;
 Ø
                An increase
      in strategic, operational and financial flexibility of corporate business;
      and
 Ø
                Creation of a
      more convenient business structure for tax
  purposes.
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 Telefónica
      de Argentina S.A.
 
 4.
EQUITY, ECONOMIC AND
FINANCIAL IMPACT ON THE AMALGAMATION SUCCESSOR COMPANY
 
 Accounting
Information:
 
 In compliance with
the provisions of the Business Company Law and other rules applicable to this
matter, TASA and DATA prepared the following financial statements: i) Financial
Statements of DATA as of December 31st, 2008;
ii) Financial Statements of TASA as of December 31st, 2008;
and iii) Special Consolidated Balance Sheet of the Merger as of December 31st,
2008.  The financial statements have been prepared by the relevant
business managers of the companies taking part in the merger, as per the
statutory and regulatory rules applicable thereto, and are accompanied, in each
case, by the relevant report issued by the Statutory Committee.
 Such financial
statements and Special Consolidated Balance Sheet of the Merger are intended to
show the financial position of DATA and TASA as of December 31st, 2008,
before and after the merger.
 
 Capital
Stock:
 
 As a result of the
merger of the entire shareholders’ equity of DATA into TASA, and considering
that TASA holds 100% of the shares of DATA, no increase will apply to TASA’s
capital stock. Hence, TASA will not issue any share in order to increase or
decrease capital stock pursuant to the provisions of Sections 220 and 221 of Law
19,550.
 
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  Telefónica
      de Argentina S.A.
 5.
MERGER
PROPOSAL
 
 5.1.
Prior Merger
Commitment
 
 Structure:
 
 Pursuant to the
resolution adopted by the Directors of DATA and TASA in the relevant meetings
they held on February 16th, 2009,
the companies taking part in the merger have decided to submit to their
shareholders a proposal for approval of the merger of DATA into
TASA.
 
 The merger will
embrace every DATA’s activity, credit, brand, right, and
obligation.
 
 DATA’s capital
stock amounts to AR$ 325,689,362, represented by 3,256,893 registered common
shares of stock, AR$ 100 par value each and entitled to 1 vote per share. Given
that the amalgamation successor company has a controlling interest of 100% in
DATA, TASA does not increase its capital stock.
 
 The aforementioned
merger will be implemented pursuant to the terms of the Prior Merger Commitment
entered into by DATA and TASA on February 16th, 2009,
identified as Exhibit A to this Prospectus.
 
 The financial
statements prepared for the purposes of this merger, that is: i) Financial
Statements of DATA as of December 31st, 2008;
ii) Financial Statements of TASA as of December 31st, 2008;
and iii) Special Consolidated Balance Sheet of the Merger as of December 31st, 2008,
have been prepared on standardized bases and identical appraisal criteria
approved by the relevant Boards of Directors.
 
 Exchange
Relationship:
 
 Considering that
TASA’s controlling interest in DATA is 100%, no share exchange relationship is
to be established on account of the merger, and, therefore, there will be no
capital stock increase for TASA due to the merger.
 
 
 5.2
Merger
Impacts
 
 Effective
Date of Corporate Reorganization:
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 Telefónica
      de Argentina S.A.
 
 The reorganization
will be effective as from January 1st,
2009.  Any transaction carried out by DATA thereafter and prior to
corporate reorganization completion will be deemed to be carried out on account
and by order of TASA.
 
 Date
Merger Becomes Enforceable:
 
 This merger will
become enforceable upon approval thereof by the shareholders of the companies
taking part in the merger and the pertinent regulatory agencies (Comisión Nacional de
Valores,Inspección
General de Justicia and Buenos Aires Stock Exchange) and registration
thereof with the relevant registries.
 
 TASA’s
By-laws:
 
 TASA will not
change its corporate purpose and will be the legal-economic successor as to the
assets to be transferred by virtue of this merger process.
 
 Value
of DATA’s Assets:
 
 DATA’s assets will
be transferred as per the book value thereof.
 
 Taxes:
 
 This merger process
is executed free of taxes and pursuant to the terms and conditions of Sections
77 and 78 of Income Tax Law, and Section 105 and subsequent sections of its
regulatory decree, being then entitled to the benefits foreseen in the
aforementioned rules.
 
 Merger-related
Expenses:
 
 The parties have
agreed that any expenses incurred thereby and any payment commitments undertaken
thereby prior to the execution of the Prior Merger Commitment, which
expenses/payment commitments they are to bear until merger completion, will be
fully borne by TASA.
 
 6.
- INFORMATION MADE AVAILABLE
TO THE SHAREHOLDERS
 
 Any amendment to
the information contained in this Prospectus will be immediately posted on the
Buenos Aires Stock Exchange Bulletin.
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 Telefónica
      de Argentina S.A.
   Copies of this
Prospectus, Prior Merger Commitment and Attached Balance Sheets will be made
available to the shareholders of Telefónica de Argentina S.A. and Telefónica
Data Argentina S.A., 10 calendar days in advance of the date of Shareholders’
Meetings that will transact the merger (convened for April 20th, 2009)
at Ingeniero Butty 240, 15th floor,
attention of Pablo Luis Llauró (54 11 5321-1834), Belén Wagener (5411 5321-1837)
and Mariano Rodríguez (54 11 5321-1835); and at Avenida Ingeniero Huergo 723,
5th
floor, attention of Irene Bertuzzi (5411 4332-3857).
 
  
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  Telefónica
      de Argentina S.A.
 
 EXHIBITS:
 
 EXHIBIT
A:
 Prior Merger
Commitment passed on February 16th,
2009.  (The prior commitment also includes the financial statements
attached hereto in the form of Exhibits B, C, and D.)
 
 EXHIBIT
B:
 Financial
Statements of DATA as of December 31st,
2008.
 
 EXHIBIT
C:
 Financial
Statements of TASA as of December 31st,
2008.
 
 EXHIBIT D: Special
Consolidated Balance Sheet of the Merger as of December 31st,
2008.
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