Exhibit 2a-1

                   AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

         THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this "Amendment No.
1") is made as of the 8th day of July, 2004, by and among Telefonica Moviles,
S.A., a corporation organized under the laws of the Kingdom of Spain
("Purchaser"), each of the entities listed on the signature pages hereto (each,
a "Seller" and collectively, the "Sellers") and, solely to the extent this
Amendment No.1 amends, modifies or affects in any manner Sections 3.1(e),
6.13(b), 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.23, 6.24, 6.25, 6.26, 6.38, 6.40,
8.2 and 8.3 and Articles X, XI or XII of the Stock Purchase Agreement (as
defined below), BellSouth Corporation ("Seller Parent"). Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Stock Purchase Agreement.

                             PRELIMINARY STATEMENTS

         WHEREAS, Purchaser, Sellers and Seller Parent (solely for purposes of
Sections 3.1(e), 6.13(b), 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.23, 6.24, 6.25,
6.26, 6.38, 6.40, 8.2 and 8.3 and Articles X, XI and XII of the Stock Purchase
Agreement) are parties to a Stock Purchase Agreement, dated as of March 5, 2004
(the "Stock Purchase Agreement").

         WHEREAS, in accordance with Section 12.2 of the Stock Purchase
Agreement, Purchaser, Sellers and Seller Parent desire to amend the Stock
Purchase Agreement on the terms and subject to the conditions set forth in this
Amendment No. 1 to (i) remove and render null and void for all purposes under
the Stock Purchase Agreement the terms Loss Contingencies, Impairment Losses,
Loss Contingency and Impairment Losses Shortfall, Sections 6.3(b) and Section
10.2(a)(iv) of the Stock Purchase and all definitions related thereto, (ii)
amend certain other definitions as provided in the Stock Purchase Agreement, and
(iii) make certain additional amendments set forth herein.

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and upon the terms and
subject to the conditions hereinafter set forth, the parties hereto intending to
be legally bound, hereby agree as follows:

                                   ARTICLE I

                                   AMENDMENTS

         1.1 Amendments Relating to Loss Contingencies and Impairment Losses.


         (a) Section 6.3(b). The parties hereto agree that Section 6.3(b) of the
Stock Purchase Agreement is hereby deleted in its entirety from the Stock
Purchase Agreement. The parties hereto further agree that all items and claims
set forth in any statements presented by Sellers and the Purchaser as required
by or in connection with fulfilling the requirements of Section 6.3(b),
including, without limitation, the Sellers' statement in respect of the Sellers
Loss Contingencies and Impairment Amount, the Purchaser's statement in respect
of the Purchaser Loss Contingencies and Impairment Losses Amount and all other
statements and supporting documentation and other information delivered by
Sellers or Purchaser pursuant to or in

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connection with Section 6.3(b) of the Stock Purchase Agreement or the
definitions of or determinations of Loss Contingencies, Impairment Losses,
Sellers Loss Contingencies and Impairment Amount, Purchaser Loss Contingencies
and Impairment Losses Amount, Acquired Companies Loss Contingencies Reserves,
Acquired Companies' Impairment Losses, Loss Contingency and Impairment Losses
Shortfall, Final Loss Contingencies and Impairment Losses Amount, and all
assertions or potential assertions of claims for indemnification or recovery
related thereto, are hereby waived, disavowed and rendered null and void in
their entirety by Sellers and Purchaser for all purposes under the Stock
Purchase Agreement. For the avoidance of doubt, notwithstanding anything to the
contrary contained herein, neither Purchaser nor Sellers shall be prevented from
asserting following any applicable Closing any claim for indemnification
pursuant to Article X of the Stock Purchase Agreement in respect of any matter
that is properly the subject of a such a claim thereunder.

         (b) The parties hereto agree that the following definitions set forth
in Section 1.1 of the Stock Purchase Agreement are hereby deleted in their
entirety:

              (i)    "Acquired Companies Loss Contingencies Reserves"

              (ii)   "Final Loss Contingencies and Impairment Losses Amount"

              (iii)  "Fixed Loss Contingencies and Impairment Losses Amount"

              (iv)   "Impairment Losses"

              (v)    "Loss Contingencies"

              (vi)   "Loss Contingencies and Impairment Losses Shortfall"

              (vii)  "Purchaser Loss Contingencies and Impairment Losses Amount"

              (viii) "Sellers Loss Contingencies and Impairment Losses Amount"

         (c) The parties hereto agree that the following definition set forth in
Section 1.1 of the Stock Purchase Agreement is hereby amended and restated in
its entirety as follows:

                  "Minority Equity Losses" shall mean, with respect to each
         holder of Minority Equity Interests in an Acquired Company, the product
         of (a) any Losses incurred or suffered by Purchaser arising out of (i)
         any indemnification claims pursuant to Sections 10.2(a)(vi) or
         10.2(a)(ix) with respect to such Acquired Companies, or (ii) any breach
         of or any inaccuracy in any representation or warranty made by Seller
         Parent, any Seller or any Acquired Company in this Agreement or in the
         Additional Representations Certificate with respect to such Acquired
         Company (other than Losses arising out of any breach of or any
         inaccuracy in the Title and Authorization Warranties made by Sellers in
         Article IV of this Agreement), multiplied by (b) the Minority Holders
         Allocation Percentage applicable to such Minority Equity Holder with
         respect to such Acquired Company."

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         (d) Section 4.8. The parties hereto agree that Section 4.8 of the Stock
Purchase Agreement is hereby amended and restated in its entirety as follows:

                  "4.8. Litigation. To Sellers' knowledge and except as
         disclosed in Schedule 4.8, there are no actions, suits, arbitrations,
         proceedings, governmental investigations or other litigation pending
         against any Acquired Company or any of their respective officers,
         directors, employees or stockholders in their capacity as such before
         any court or other Governmental Authority (or, to Sellers' knowledge,
         threatened in writing to be brought before any court or other
         Governmental Authority) which (a) has had, or would reasonably be
         expected to have, a Material Adverse Effect or (b) seeks to materially
         delay or prevent the consummation of the transactions contemplated by
         this Agreement. None of the Sellers or the Acquired Companies is
         subject to any Governmental Orders (nor, to Sellers' knowledge, are
         there any such Governmental Orders threatened in writing to be imposed
         by any Governmental Authority) which have had, or would reasonably be
         expected to have, a Material Adverse Effect."

         (e) Section 4.12. The parties hereto agree that Section 4.12 of the
Stock Purchase Agreement is hereby amended and restated in its entirety as
follows:

                  "4.12. Obligations or Liabilities. Each Acquired Company is
         not, and will not as of the applicable Closing, be subject to any
         obligations or liabilities, whether known or unknown, accrued or
         unaccrued, contingent or otherwise, which in the aggregate would have
         an Individual Material Adverse Effect, except (a) as disclosed pursuant
         to this Agreement, the Exhibits and the Schedules hereto, including the
         Financial Statements, (b) for Taxes, or (c) incurred after the date of
         the Financial Statements in the ordinary course in accordance with this
         Agreement."

         (f) Section 7.3(a). The parties hereto agree that Section 7.3(a) of the
Stock Purchase Agreement is hereby amended and restated in its entirety as
follows:

                  "(a) The representations and warranties of Purchaser contained
         herein and in the Purchaser Representations Certificate shall have been
         accurate, true and correct in all material respects (except that all
         such representations and warranties that are qualified by Purchaser
         Material Adverse Effect shall be accurate, true and correct in all
         respects) on and as of the date hereof; provided, however, that the
         representations and warranties of Purchaser contained in Sections 5.1,
         5.2, and 5.7 shall also be accurate, true and correct in all material
         respects (except that all such representations and warranties that are
         qualified by Purchaser Material Adverse Effect shall be accurate, true
         and correct in all respects) on and as of the Initial Closing Date with
         the same force and effect as though made by Purchaser on and as of the
         Initial Closing Date."

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         1.2 Other Amendments to Definitions.

         (a) The parties hereto agree that the following definitions set forth
in Section 1.1 of the Stock Purchase Agreement are hereby amended and restated
in their entirety as follows:

                  "Cash" shall mean, with respect to any Person, cash and cash
         equivalents (including cash on deposit or subject to Cash Permitted
         Liens or receivable in relation to accrued interest) and marketable
         securities (as defined under U.S. GAAP) of such Person measured in
         Dollars or Dollar Equivalents and calculated in accordance with U.S.
         GAAP applied on a consistent basis (except with respect to Venezuelan
         Bolivars which shall be deemed to have a fixed exchange rate equal to
         Three Thousand One Hundred and Fifty (3,150) Venezuelan Bolivars to One
         Dollar ($1)). For purposes of any determination of "Cash" under this
         Agreement, the aggregate amount of all Cash shall be calculated without
         giving effect to any cash payments in respect of any Intercompany Debt
         and Intercompany Debt Receivables and any Stockholder Debt (but not any
         penalties or premiums on any Seller Stockholder Debt) required to be
         made under this Agreement at, or otherwise in connection with, the
         Initial Closing or any Subsequent Closing of the transactions
         contemplated hereby (including any Take-Along Closing), but the
         aggregate amount of all Cash shall be calculated by giving effect to
         any other payments by an Acquired Company to Sellers and its Affiliates
         in connection with this Agreement and the Closings hereunder.

                  "Debt" shall mean, with respect to any Person, (a) all
         indebtedness of such Person for borrowed money and all accrued but
         unpaid interest (including withholding taxes thereon) thereon,
         including any Intercompany Debt, (b) all obligations of such Person
         evidenced by notes, bonds, debentures or similar instruments measured
         in Dollars or Dollar Equivalents and calculated in accordance with U.S.
         GAAP applied on a consistent basis (except with respect to Venezuelan
         Bolivars which shall be deemed to have a fixed exchange rate equal to
         Three Thousand One Hundred and Fifty (3,150) Venezuelan Bolivars to One
         Dollar ($1)), in each case, for purposes of Articles II and III
         exclusive of any prepayment premiums or penalties, or any other fees,
         expenses, indemnities or other amounts payable with respect thereto.
         Notwithstanding the foregoing, in no event shall Debt include
         reimbursement or other obligations under undrawn letters of credit, any
         currency, interest rate, swap or other hedging or derivative
         instruments or agreements, sale and leaseback transactions, capital or
         other leases or other long-term liabilities or arrangements; provided,
         however, that, solely for the purposes of the definitions of Acquired
         Company Debt, Estimated Acquired Company Debt and Final Acquired
         Company Debt, the amount of Debt with respect to any Person shall be
         subject to adjustment such that, in the event that the Derivative
         Amount as of the applicable Closing Date is (i) a positive number,
         there shall be deducted from the aggregate amount of Debt the amount,
         if any, by which the Derivative Amount exceeds Ten Million Dollars
         ($10,000,000), or (ii) a negative number, there shall be added to the
         aggregate amount of Debt the

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         amount, if any, by which the Derivative Amount (expressed as a positive
         number) exceeds Ten Million Dollars ($10,000,000).

         (b) The parties hereto agree that the following definitions are hereby
added to Section 1.1 of the Stock Purchase Agreement:

                  "Amendment No.1 to the Agreement" means that certain Amendment
         No.1 to this Agreement, dated June 30, 2004, by and among Purchaser,
         Sellers and, solely to the extent this Amendment No.1 amends, modifies
         or affects in any manner Sections 3.1(e), 6.13(b), 6.16, 6.17, 6.18,
         6.19, 6.20, 6.21, 6.23, 6.24, 6.25, 6.26, 6.38, 6.40, 8.2 and 8.3 and
         Articles X, XI or XII of the Stock Purchase Agreement (as defined
         below), Seller Parent.

                  "Certified Expected Cost" shall have the meaning set forth in
         Section 10.7.

                  "Indemnity Deductible" shall have the meaning set forth in
         Section 10.4(a)(i)(B).

                  "Pay-Off Tax Claim" shall have the meaning set forth in
         Section 10.7.

                  "Tax Claim Pay-Off Amount" shall have the meaning set forth in
         Section 10.7.

                  "Tax Claim Pay-Off Letter" shall have the meaning set forth in
         Section 10.7.

                  "Tax Settlement" shall have the meaning set forth in Section
         10.7.

                  "Threshold" shall have the meaning set forth in Section
         10.4(a)(i)(A).

         1.3 Section 6.4(b)(xii). The parties hereto agree that, in Section
6.4(b)(xii) of the Stock Purchase Agreement, in the penultimate line thereof,
immediately after the words "working capital," there will be inserted
"(including payables and receivables)."

         1.4 Section 6.4(f). The parties hereto agree that Section 6.4(f) of the
Stock Purchase Agreement is hereby amended and restated in its entirety as
follows:

                  "(f) Subject to the provisions of the Minority Equity
         Agreements, any Minority Equity Holder Rights and any Rights of First
         Refusal, from the date hereof until the applicable Closing Date, with
         respect to any Acquired Company, Sellers shall not reduce or cause to
         be reduced the Sellers Equity Interests it holds in such Acquired
         Company."

<PAGE>

         1.5 Amendments to Article X.

         (a) Section 10.2(a)(i). The parties hereto agree that Section
10.2(a)(i) is hereby amended and restated in its entirety as follows:

                  "(i) any breach of or any inaccuracy in any representation or
         warranty made by any Seller (with respect to itself or any Initial
         Acquired Company and any Subsequent Acquired Company) and any Initial
         Acquired Company or any Subsequent Acquired Company in this Agreement
         or in the Additional Representations Certificate; provided, that:
                           (A) solely with respect to the representations and
                  warranties set forth in Sections 4.10, 4.12 and 4.13, and
                  subject to the limitations set forth in Section 10.4(a)(ii)
                  and Section 10.4(a)(i)(B), any limitation or qualification
                  contained in such representations and warranties as to
                  materiality or an Individual Material Adverse Effect shall be
                  disregarded and instead will be read as any adverse effect for
                  the purpose of this Section 10.2(a)(i);

                           (B) solely with respect to the Tax Warranty, and
                  subject to the limitations set forth in Section 10.4(a)(iii),
                  any limitation or qualification contained in such
                  representations and warranties as to materiality or an
                  Individual Material Adverse Effect or Material Adverse Effect
                  (which instead will be read as any adverse effect) and any
                  exception set forth on Schedules 1.15 or 1.18 of the
                  Additional Representations Certificates shall be disregarded
                  for the purpose of this Section 10.2(a)(i); and

                           (C) such Seller shall have no liability under this
                  Section 10.2(a)(i) for any breach of or inaccuracy in any
                  representation or warranty unless (x) in the case of all
                  representations and warranties (other than the Tax Warranty,
                  Labor Warranty, Environmental Warranty and Title and
                  Authorization Warranties) a notice of Purchaser's or a
                  Purchaser Indemnified Person's claim is given to the Seller
                  Representative not later than the close of business on the
                  eighteen (18) month anniversary of the Initial Closing Date or
                  the applicable Subsequent Closing Date, as the case may be,
                  (y) in the case of the Tax Warranty, a notice of Purchaser's
                  or a Purchaser Indemnified Person's claim is given to the
                  Seller Representative not later than the close of business on
                  the Tax Statute of Limitations Date and (z) in the case of the
                  Environmental Warranty and Labor Warranty, a notice of
                  Purchaser's or Purchaser Indemnified Person's claim is given
                  to the Seller Representative not later than the close of
                  business on the third (3rd) year anniversary of the Initial
                  Closing Date or any Subsequent Closing Date, as the case may
                  be;"

         (b) Section 10.2(a)(iv). The parties hereto agree that Section
10.2(a)(iv) is hereby amended and restated in its entirety as follows:

                  "(iv) the items described on Schedule 10.2(a)(iv) attached
         hereto;"

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         (c) Section 10.2(a), (v), (vi) and (viii). The parties hereto agree
that clauses (v), (vi) and (viii) of Section 10.2(a) of the Stock Purchase
Agreement are hereby amended by adding after the word "Taxes" in the first
sentence of each of such clauses, "(excluding any such Taxes paid prior to the
applicable Closing Date)."

         (d) Section 10.2(a)(ix). The parties hereto agree that a new Section
10.2(a)(ix) is hereby added to the Stock Purchase Agreement as follows:

                  "(ix) any (A) Taxes imposed on an Acquired Company for tax
         periods or portions of tax periods ending on or before November 30,
         2003, except for any Taxes paid prior to the applicable Closing Date or
         disclosed on the Financial Statements or any Schedule to the Stock
         Purchase Agreement (but not any Schedules to the Additional
         Representation Certificates, unless those Schedules are also Schedules
         themselves to the Stock Purchase Agreement) and (B) any Taxes imposed
         on any Argentinean Acquired Company in excess of specific reserves
         therefor set forth in the Financial Statements related to Argentinean
         Acquired Company bad debt provisions and the sufficiency of
         documentation to prove collection efforts therefor, which was raised in
         a 1995 tax audit."

         (e) Section 10.4(a)(i). The parties hereto agree that Section
10.4(a)(i) is hereby amended and restated in its entirety as follows:

                  "(i) Section 10.2(a)(i) (other than with respect to any
         inaccuracy or breach of the Tax Warranty) only if, and only to the
         extent that, Purchaser and the Purchaser Indemnified Persons shall have
         incurred or suffered: (A) as to any particular inaccuracy or breach or
         any inaccuracies or breaches reasonably related thereto, indemnifiable
         Losses in excess of One Million Dollars ($1,000,000)(the "Threshold"),
         in which case, the entire amount of such Loss, and not just the amount
         in excess of the Threshold, will be available as an indemnification
         claim hereunder, subject to the other provisions of this Agreement,
         including the Indemnity Deductible; and (B) as to all inaccuracies and
         breaches, aggregate indemnifiable Losses in excess of one percent (1%)
         of the aggregate Allocated Purchase Price for the Acquired Companies
         (the "Indemnity Deductible"), and then only for the amount of such
         excess; provided, however, (1) for the avoidance of doubt, that each
         such inaccuracy or breach shall remain subject to the requirements of
         clause (A) of this Section 10.4(a)(i); (2) for the avoidance of further
         doubt, and by way of illustration, if there are two indemnification
         claims that each (and not collectively) constitutes indemnifiable
         Losses of $1.3 million, then, the amount of such indemnifiable Loss for
         purposes of this Section 10.4(a)(i) will be $1.3 million for each such
         claim, and $2.6 million in the aggregate, subject to the Indemnity
         Deductible and the other provisions of this Agreement; and (3) with
         respect to any inaccuracy or breach of a representation or warranty set
         forth in Sections 4.10, 4.12, or 4.13, the limitations set forth in
         Section 10.4(a)(ii) shall also apply;"

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         (f) Section 10.4(a)(ii). The parties hereto agree that Section
10.4(a)(ii) is hereby amended and restated in its entirety as follows:

                  "(ii) Section 10.2(a)(i) with respect to any inaccuracy or
         breach of a representation or warranty set forth in Sections 4.10,
         4.12, or 4.13, only if, and only to the extent that, Purchaser and the
         Purchaser Indemnified Persons shall have incurred or suffered (A) as to
         the Acquired Companies in any one country identified on Schedule 1
         attached to the Additional Representations Certificate, aggregate
         indemnifiable Losses in excess of Ten Million Dollars ($10,000,000),
         and then, subject to the Threshold and Indemnity Deductible limitations
         in Section 10.4(a)(i), for the full amount of the indemnifiable Losses
         including the aforementioned Ten Million Dollars ($10,000,000), or (B)
         as to the Acquired Companies in any one country identified on Schedule
         2 attached to the Additional Representations Certificate, indemnifiable
         Losses in excess of Twenty Five Million Dollars ($25,000,000), and
         then, subject to the Threshold and Indemnity Deductible limitations in
         Section 10.4(a)(i), for the full amount of the indemnifiable Losses
         including the aforementioned Twenty Five Million Dollars ($25,000,000);
         and"

         (g) Section 10.4(a)(iii). The parties hereto agree that Section
10.4(a)(iii) is hereby amended and restated in its entirety as follows:

                  "(iii) Section 10.2(a)(v) and (ix), and, with respect to the
         Tax Warranty only, Section 10.2(a)(i) only if, in respect of the
         Acquired Companies in the particular country to which the indemnifiable
         Loss relates, Purchaser and the Purchaser Indemnified Persons shall
         have incurred or suffered aggregate indemnifiable Losses with respect
         to such Taxes or the Tax Warranty, as applicable, in excess of Five
         Million Dollars ($5,000,000) in respect of the Acquired Companies in
         such country and then for the full amount of the indemnifiable Losses
         including the aforementioned Five Million Dollars ($5,000,000)."

         (h) Section 10.4(a)(iv). The parties hereto agree that the following
will be added as Section 10.4(a)(iv) to the Stock Purchase Agreement:

                  "(iv) Section 10.2(a)(iv) only if, and only to the extent
         that, in respect of any item or group of items set forth on Schedule
         10.2(a)(iv), after the applicable Initial Closing or Subsequent
         Closing, Purchaser and the Purchaser Indemnified Persons shall have
         incurred or suffered indemnifiable Losses with respect to such item in
         excess of the amount of the reserve established by the applicable
         Acquired Company in respect of such item as of November 30, 2003 as set
         forth on Schedule 10.2(a)(iv), and then only for fifty percent (50%) of
         the amount by which the aggregate indemnifiable Losses in respect of
         such item exceeds the amount of the reserves described in such Schedule
         in relation to such items or group of items. With regard to each of the
         items or groups of items described on Schedule 10.2(a)(iv),
         notwithstanding the provisions of Section 10.6, Purchaser shall conduct
         the defense and/or prosecution of the underlying claims, and

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         proceedings relating thereto, and shall have the exclusive authority to
         settle or compromise such claims and related proceedings provided, that
         (A) Purchaser will conduct such defense, prosecution, settlement and
         compromise in good faith in accordance with its past practices, and (B)
         with respect to any settlement or compromise relating to such
         indemnifiable Losses for which Sellers will bear any liability, it will
         treat Purchaser and its Affiliates (including the Acquired Companies),
         on the one hand, and Sellers, on the other hand, on an equal and
         proportionate basis.

         (i) Section 10.7. The parties hereto agree that the following will be
added to the end of Section 10.7 of the Stock Purchase Agreement:

         "In addition, with regard to indemnification claims relating to Tax
         matters, including pursuant to Section 10.2(a)(i), (ii), (v), (vi),
         (viii) and (ix), (A) once a potential Indemnified Party becomes aware
         of a Tax claim or circumstance that may be eligible for such
         indemnification, then, upon notifying the Indemnifying Party in
         accordance with this Agreement, appropriate Tax and/or management
         representatives of each party will meet in Miami or other reasonably
         appropriate place upon reasonable notice to discuss the background,
         impact, consequences and strategy for responding to such claim or
         circumstance; (B) Sellers, if the Indemnifying Party, will provide
         reasonable advance notice to Purchaser, as the Indemnified Party, of
         any meetings (including telephonic meetings), filings or other
         communications with any Governmental Authority in connection with the
         Tax claim, so that Purchaser may participate in such meetings or
         receive copies of such filings or communications; (C) Sellers, if the
         Indemnifying Party and if conducting the defense, and Purchaser, if
         conducting the defense, will act and proceed in good faith and
         consistent with past practices; (D) Sellers, if the Indemnifying Party,
         will not settle or compromise any such claim if and to the extent that
         such settlement or compromise imposes additional Taxes or Tax
         obligations on the Acquired Companies and/or Purchasers for the period
         after Closing without the consent of Purchaser, which will not be
         unreasonably withheld; (E) if the Sellers, if the Indemnifying Party,
         propose to approve a Tax Settlement of such a Tax matter which
         Purchaser declines to approve, then, at Purchaser's sole discretion,
         either (x) Purchaser may within 10 business days thereafter assume the
         defense of such claim, in which case, Seller will not be liable upon
         final settlement, compromise or resolution of such claim for any or
         more Losses beyond those that would have been paid had such Tax
         Settlement been approved as proposed by Sellers, or (y) Sellers will
         continue conducting such defense, and if, upon final settlement,
         compromise or resolution, the claim or proceeding relating to such Tax
         Matter results in additional Losses beyond those that would have been
         paid by Sellers hereunder had such Tax Settlement been approved as
         proposed by Sellers, then, notwithstanding anything to the contrary
         herein, Sellers will not be responsible or liable for such additional
         Losses hereunder. For the purposes of this Section, "Tax Settlement"
         shall mean any of (1) an offer or credible indication or suggestion
         made by or on behalf of the relevant Governmental Authority, (2) an
         offer made by the Sellers on behalf of

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         the relevant Acquired Company, subject to the approval of Purchaser,
         and tentatively accepted or acknowledged by such Governmental
         Authority, subject to the approval of Purchaser or the relevant
         Acquired Company, in each case, by virtue of which, through the payment
         of a certain amount, the Tax claim would be terminated without further
         liability to the Purchaser or the relevant Acquired Company.

         If the Purchaser reasonably believes that an Acquired Company would
         likely suffer adverse effect as the result of the ongoing dispute of a
         Tax claim (a "Pay-Off Tax Claim") by Sellers, as the Indemnifying
         Party, Purchaser may request, in writing, that the Sellers provide a
         letter (a "Tax Claim Pay-Off Letter") setting out the amount (the "Tax
         Claim Pay-Off Amount") of the Certified Expected Cost (as defined
         below) of such Pay-Off Tax Claim together with supporting
         documentation. Sellers shall provide such Tax Claim Pay-Off Letter and
         payment of the Tax Claim Pay-Off Amount to the Purchaser within 60 days
         after the Tax Expert (as defined below) is selected and engaged, and
         Seller and its affiliates and any Seller Indemnifying Parties will be
         fully released from any obligations and liabilities for or in respect
         of such Pay-Off Tax Claim and related liabilities, including
         indemnification for Losses and other obligations under this Agreement
         in relation thereto, irrespective of the final settlement, compromise
         or resolution of such Tax claim. If Purchaser, upon final settlement,
         compromise or resolution of such Pay-Off Tax Claim, pays or is liable
         for an amount that is less than the Tax Claim Pay-Off Amount, then
         Purchaser will promptly pay such shortfall to Seller after deducting
         all out-of-pocket and third party costs and expenses of Purchaser
         associated with defending such Pay-Off Claim.

         The "Certified Expected Cost" of a Pay-Off Tax Claim is the amount that
         Sellers would be reasonably likely to be required to pay to the
         relevant Governmental Authority to settle the Pay-Off Tax Claim,
         determined by multiplying (p) the amount the Governmental Authority
         would reasonably likely be awarded by a court of competent jurisdiction
         if the Pay-Off Tax Claim were litigated and decided in favor of such
         Governmental Authority, by (q) the probability (expressed as a
         percentage) that such Governmental Authority would prevail on the
         merits of its claim, in each case as determined by a reputable attorney
         or accountant who is a member of a reputable and recognized law firm or
         accounting firm (the "Tax Expert") with expertise in tax matters in the
         relevant jurisdiction, selected by the Sellers and approved by the
         Purchaser (which approval shall not be unreasonably withheld). In
         determining the Certified Expected Cost of a Pay-Off Tax Claim, the Tax
         Expert shall assume that the Sellers are not under duress to settle the
         Pay-Off Tax Claim and that the relevant courts and Governmental
         Authority always act rationally and in good faith. Each of Purchaser
         and Seller will fully cooperate in a timely manner with such Tax
         Expert, including providing to him copies of all work papers, books and
         records necessary or otherwise requested by the expert or the parties.
         If and to the extent of any conflict between this Section 10.7 and
         Section 10.6 with regard to Tax claims and indemnification therefore,
         this Section 10.7 will control."

<PAGE>

         (j) Section 10.4(g). The parties hereto agree that Section 10.4(g) of
the Stock Purchase Agreement shall be deleted in its entirety.

         (k) Section 12.15. The parties hereto agree that the last sentence of
Section 12.15 of the Stock Purchase Agreement shall be deleted in its entirety.
In addition, the parties agree that there shall be added, at the end of the
penultimate sentence in Section 12.15 (and after the foregoing deletion, the
last sentence), and in each case, before the period ending that sentence, the
phrase:

                  "and also for purposes of Section 10.2(a)(i)"

                                   ARTICLE II

                                OTHER AGREEMENTS

         2.1 Payments under Acquired Company Short-Term Bonus Plans. The parties
hereto acknowledge and agree that, notwithstanding the terms and conditions of
certain short-term bonus compensation plans that provide for the payment of
bonus compensation to employees of the Acquired Companies in March of each
fiscal year, the Sellers shall be permitted to cause the payment by each
Acquired Company prior to the closing date applicable to such Acquired Company
of the amounts to which its employees shall then be entitled under the terms of
any such short-term bonus plan in existence on March 5, 2004. For the avoidance
of doubt, Purchaser shall be entitled to review and revise the performance
objectives set forth in such short-term bonus plans for the portion of the
remaining bonus term under such plans at its sole discretion.

                                  ARTICLE III

                                  MISCELLANEOUS

         3.1 Ratification and Confirmation of the Stock Purchase Agreement; No
Other Changes. Except as modified by this Amendment No. 1, the Stock Purchase
Agreement is hereby ratified and confirmed in all respects. Nothing herein shall
be held to alter, vary or otherwise affect the terms, conditions and provisions
of the Stock Purchase Agreement, other than as contemplated herein.

         3.2 Severability. If any provision of this Amendment No.1 shall be held
invalid, illegal or unenforceable, the validity, legality or enforceability of
the other provisions hereof shall not be affected thereby, and there shall be
deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.

         3.3 Applicable Law. This Amendment No.1 shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York without giving effect to the principles of conflicts of law thereof.

         3.4 Counterparts. This Amendment No. 1 may be executed and delivered
(including by facsimile transmission) in one or more counterparts, all of which
shall be considered one and

<PAGE>

the same agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be signed, all as of the date first written above.

               TELEFONICA MOVILES, S.A.


               By:    /s/ Manuel Jose Costa Marques  /s/ Antonio Hornedo Muguiro
               Name:  Manuel Jose Costa Marques      /Antonio Hornedo Muguiro
               Title: General Manager of Corporate   /General Counsel
                      Development in Latin America


                                     BELLSOUTH INTERNATIONAL, INC.


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory


                                     BELLSOUTH ENTERPRISES, INC.


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory


                                     BELLSOUTH INTERNATIONAL LATIN AMERICA, INC.


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory


                                     BELLSOUTH ARGENTINA HOLDINGS, LLC


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory


                                      S-1


<PAGE>



                                     BELLSOUTH CHILE, INC.


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory


                                     BELLSOUTH CHILE HOLDINGS, INC.


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory


                                     BELLSOUTH CORPORATION,
                                     To the extent that this
                                     Amendment No.1 amends,
                                     modifies or affects in any
                                     manner the Sections and
                                     Articles of the Stock
                                     Purchase Agreement
                                     identified in the Preamble
                                     only


                                     By: /s/ Jeffrey A. Dickerson
                                     Name:  Jeffrey A. Dickerson
                                     Title: Authorized Signatory




                                      S-2