EXHIBIT 4.6

JOURNAL No. 4151  2004

SHARE PURCHASE AGREEMENT

BY AND BETWEEN

COMPAÑIA DE TELECOMUNICACIONES DE CHILE S.A. ET
		AL.

AND

INVERSIONES TELEFONICA MOVILES HOLDING LIMITADA ET
		AL.

In Santiago, Chile, on July 23, 2004, before me, RAUL
		UNDURRAGA LASO, attorney, notary public of Santiago, of this domicile, MacIver
		225, Suite 302, Regular Notary of Notarial Office No. 29, there
		appeared:

COMPAÑÍA DE TELECOMUNICACIONES DE CHILE
		S.A., a Chilean stock corporation, taxpayer identification No. 90.635.000-9,
		validly incorporated by public deed executed November 18, 1930, before
		Mr. Javier Etcheverría, Notary, registered on page 426, No. 158, of
		the 1931 Commercial Registry of the Santiago Real Estate Registrar,
		represented, as shall be evidenced at the end, by Mr. CLAUDIO MUÑOZ
		ZUÑIGA, Chilean, married, civil industrial engineer, identity card No.
		9.618.122-1, both domiciled, for these purposes, at. Providencia 111, 29th
		floor, borough of Providencia, Santiago (hereinafter CTC), and
		COMPAÑIA DE TELECOMUNICACIONES DE CHILE-EQUIPOS Y SERVICIOS S.A., a
		Chilean stock corporation, taxpayer identification No. 96.545.500-0, validly
		incorporated by public deed executed December 1, 1998 before Mr. Mario
		Baros, Notary, registered on page 964, No. 461 of the 1989 Commercial Registry
		of the Santiago Real Estate Registrar, represented, as shall be evidenced at
		the end, by Mr. Cristián Aninat Salas, Chilean, attorney, married,
		identity card No. 6.284.875-8, both domiciled, for these purposes, at
		Providencia 111, 7th floor, borough of Providencia, Santiago (hereinafter
		CTC Equipos and collectively with CTC, the Sellers);
		and





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Mr. JORGE ABADIA POZUELO, Spaniard, married,
		economist, passport No. Q179250, and Mr. MIGUEL GARRIDO DE LAS HERAS,
		Spaniard, single, attorney, passport No. P350698, both domiciled at Goya 24,
		28001, Madrid, Spain, and transitorily in this city, both in the name and on
		behalf of, as shall be evidenced, INVERSIONES TELEFONICA MOVILES HOLDING
		LIMITADA (hereinafter Holding), a limited liability company,
		taxpayer identification No. 76.124.890-1, and of TEM INVERSIONES CHILE
		LIMITADA, a limited liability company, taxpayer identification No.
		76.124.920-7, hereinafter TEM INVERSIONES and collectively with
		Holding the Purchasers, all domiciled, for these purposes, at
		Gertrudis Echeñique 30, 12th floor, borough of Las Condes, Santiago,
		among whom the following Share Purchase Agreement has been agreed:

WHEREAS:

1.       CTC is the
		owner of 2,660,991,949 shares issued by Telefónica Móvil de Chile
		S.A. (hereinafter the Company) that are set down in certificate No.
		16 for 99.999997% of the share capital of the Company, free of any pledge,
		lien, usufruct, attachment, prohibition, litigation, third-party priority
		right, resolutory conditions, options and any other right or interest in
		respect thereof (the CTC Shares).

2.       CTC Equipos
		owns 8,051 shares issued by the Company, set out in Certificate No. 15,
		representing 0.000003% of the share capital of the Company, free of any pledge,
		lien, usufruct, attachment, prohibition, litigation, third-party priority
		right, resolutory conditions, options and any other right or interest in
		respect thereof (the CTC Equipos Shares).

3.        The
		Company is a closed stock corporation validly incorporated by public deed
		executed March 8, 1996, before Mr. Raúl Undurraga, Notary,
		registered on page 6,301, No. 5,197, of the 1996 Commercial Registry of the
		Santiago Real Estate Registrar, an abstract of which was published in the
		Official Gazette on March 16, 1996, and it is currently in good standing
		pursuant to Chilean law and engages in the establishment, installation,
		administration, marketing and development of telecommunication facilities,
		equipment, systems and terminals for the rendering and exploitation of
		telecommunication services. It shall render service preferentially for
		telecommunications of business and social centers of development; rural and
		remote localities and, in general, for all telecommunication needs of the
		community.





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4.       The equity
		capital of the Company as of December 31, 2003 totaled 201,991,478,572 pesos,
		divided into 2,661,000,000 shares in one same series with no par value, free of
		any pledge, lien, usufruct, attachment, prohibition, litigation, third-party
		priority right, resolutory conditions, options and any other right or interest
		in respect thereof.

5.       On May 18,
		2004, CTC signed a binding letter of offer presented by Telefónica
		Móviles S.A. (hereinafter TEM) whereby the Parties set down
		the essential terms and conditions under which TEM would acquire the Shares
		directly or indirectly (hereinafter the Letter of Offer), CTC
		agreeing that the price for the purchase of the CTC Shares included, by way of
		consideration, the fulfillment of all obligations and/or prohibitions contained
		in the Letter of Offer in its regard.

6.       On May 18,
		2004, the Board of Directors of CTC approved the transfer of 100% of the CTC
		Shares to TEM under the required legal and by-law majorities.

7.       On July 15,
		2004, the Special Shareholders Meeting of CTC approved the direct or indirect
		transfer of 100% of the CTC Shares to TEM under the required legal and by-law
		majorities provided TEM increase the price of the purchase of the Shares so as
		to cover the capital gains tax accruing as a consequence of the sale of the
		Shares under the conditions of the Letter of Offer, with a ceiling of 51
		million U.S. Dollars, the amount estimated by the Board of Directors of CTC to
		pay such tax according to the data available thereto that was made available to
		its shareholders prior to such meeting. TEM accepted the new conditions in
		accordance with the resolution of the CTC Shareholders Meeting held July 15,
		2004, which it notified to CTC on July 23, 2004.

8.       On June 30,
		2004, the Board of Directors of CTC Equipos approved the direct or indirect
		transfer of 100% of the CTC Equipos Shares to TEM.

9.       The remaining
		conditions to which the consummation of the Share purchase was subject have
		been fulfilled prior to the signature of this Agreement.

10.     The Sellers are
		interested in selling and the Purchasers are interested in buying the Shares
		according to the terms and conditions contained in the Letter of Offer and the
		resolution adopted at the Special Shareholders Meeting of CTC and the Board of
		Directors





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of CTC Equipos that have been incorporated to this share
		purchase agreement (hereinafter the Agreement), which they
		implement in accordance with the following stipulations:

FIRST:DEFINITIONS

For purposes hereof, the following terms shall have the
		meaning given in the definitions set out below:

SHARES:The CTC
		Shares and the CTC Equipos Shares.

CTC SHARES:shall
		have the meaning indicated in the first recital of this Agreement.

CTC EQUIPOS SHARES:shall have the meaning indicated in the second recital of
		this Agreement.

PURCHASERS:Holding and TEM Inversiones.

SCHEDULES:All
		documents attached to the Agreement that form an integral part of the
		same.

CTC:Compañía de Telecomunicaciones de Chile
		S.A.

CTC Equipos:Compañía de Telecomunicaciones de Chile 
		Equipos y Servicios S.A.

Letter of Offer:shall have the meaning indicated in the fifth recital of
		this Agreement.

Final Debt:shall
		have the meaning indicated in Section 3.3.c of Clause Third hereof.

Outstanding Clauses of the Letter of
		Offer:shall have the meaning indicated in
		Section 12.1 of Clause Twelfth hereof.

CLP:Chilean
		pesos, legal tender in the Republic of Chile.

Agreement:This
		Share Purchase Agreement between the Sellers and the Purchasers, including all
		Schedules thereto.





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Debt:The
		following obligations of the Company:

(a)      Payment obligations
		resulting from a loan, credit or any other type of finance transaction;

(b)      Payment obligations
		for bonds, promissory notes, convertible bonds or similar instruments;

(c)      The mercantile
		current account with CTC;

(d)      Debt
		acknowledgements made by the Company in favor of CTC;

(e)      Payment obligations
		under financial leases, except for those indicated in Note 19 of the Financial
		Statements of the Company as of March 31, 2004, corresponding to offices and
		vehicles of the Company;

(f)      Payment obligations
		arising from time payment of the acquisition or lease of goods or services
		(excluding payment obligations arising in the ordinary course of business but
		considering any time payment accruing interest to be Debt).

(g)      Net payment
		obligations resulting from interest, exchange rate or similar derivative
		transactions;

(h)      Payment obligations
		resulting from the repurchase of redeemable or convertible securities assumed
		by the Company;

(i)       Any of the
		obligations indicated in letters (a) to (h) assumed by other persons provided
		that such payment obligations have been secured in any way by the Company;
		and

(j)       Any other
		obligation that may be considered debt according to generally accepted
		accounting principles in the Republic of Chile.

The debt of the Companys subsidiaries shall be
		considered Debt of the Company.

Debt Calculated by the Purchasers:shall have the meaning indicated in Section 3.3.a of
		Clause Third hereof.





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Maximum Debt:shall have the meaning indicated in Section 3.3 of Clause
		Third hereof.

Business Days:Those days other than Saturdays and Sundays on which banks
		generally do business in the cities of Santiago (Chile) and Madrid
		(Spain).

Financial Statements:  shall have the meaning indicated in Clause Sixth
		hereof.

Holding:Inversiones
		Telefónica Móviles Holding Limitada.

Confidential Information:Any information relating hereto supplied in writing or
		verbally by one of the Parties to the other.

LIBOR:(a) The
		annual rate appearing on the LIBOR 01 Reuters Screen for U.S. Dollar deposits
		of an amount that is equal or similar to the Estimated Price for one week, as
		published around 11:00 a.m. on the Business Day following the date of signature
		of this Agreement or, if such page or service is no longer available, on such
		other screen page or service of this type selected by the Parties; or

(b)      If no quotation for
		U.S. Dollars appears for the period in question and the Parties have not
		selected an alternative service from which such a quotation can be seen, the
		arithmetic average (rounded upwards to ten-thousandths of a point) of the rates
		that three of the prime European Banks are offering for U.S. Dollar deposits to
		the prime banks on the European Interbank Market for that period at 11:00 a.m.
		(London Time) on the Business Day following the date of signature hereof. A
		year of 360 days shall be used as the basis for calculation of the interest to
		be settled on the corresponding date, such interest to be calculated for the
		exact number of days between this date and the date of actual payment of the
		Estimated Price.

Party:The Sellers
		or the Purchasers, individually.

Parties:The
		Sellers and the Purchasers, collectively.

Estimated Price:shall have the meaning indicated in Section 3.1 of clause
		third hereof.

Final Price:shall
		have the meaning indicated in Section 3.3 of Clause Third hereof.





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Company:shall
		have the meaning indicated in the first recital of this Agreement.

TEM:Telefónica Móviles S.A.

TEM INVERSIONES:TEM Inversiones Chile Limitada.

Exchange Rate:The
		average of the observed peso/dollar exchange rates in the five Business Days
		prior to the date of the shareholders meeting indicated in recital 7.

USD:Dollars of
		the United States of America, the legal tender of the United States of
		America.

Sellers:CTC and
		CTC EQUIPOS.

SECOND:TRANSFER OF THE SHARES IN THE
		COMPANY.

The Sellers, represented in the manner indicated in the
		preamble, hereby sell, assign and transfer the Shares to the Buyers, who, duly
		represented in the manner indicated in the preamble, buy and acquire such
		Shares pro se, as follows:

(a)      CTC sells, assigns
		and transfers the CTC Shares to TEM Inversiones, who, duly represented in the
		manner indicated in the preamble, buys and acquires the CTC Shares pro se; and

(b)      CTC EQUIPOS sells,
		assigns and transfers the CTC EQUIPOS Shares to HOLDING who, duly represented
		in the manner indicated in the preamble, purchases and acquires the CTC EQUIPOS
		Shares pro se.

THIRD:PRICE

3.1      The price set by
		the Parties for the transmission of the Shares is 1,057,875,999 Dollars
		(hereinafter the Estimated Price), 99.999997% of which shall be
		paid by TEM INVERSIONES to CTC and 0.000003% of which shall be paid by HOLDING
		to CTC EQUIPOS. The Parties agree that the Estimated Price may be subject to
		adjustment according to Section 3.3 of this Clause Third.





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3.2      The Estimated Price
		will be paid in U.S. dollars by TEM INVERSIONES to CTC and by HOLDING to CTC
		EQUIPOS no later than July 28, 2004, by wire transfer to current account No.
		456061647841 of ABN AMRO Bank, New York, NY, via Fed Funds  Fed Routing
		026-009-580, Via Chips 0958, for account of Compañía de
		Telecomunicaciones de Chile S.A. de C.V., Santiago, Chile. The Estimated Price
		shall accrue interest from the date of signature hereof to the date of payment
		at an annual interest rate equal to LIBOR. Provided TEM has not paid the
		Estimated Price by July 28, 2004 for reasons attributable to TEM or the
		intermediaries thereof, the Estimated Price shall begin to accrue default
		interest at an interest rate equal to 5% annually.

3.3      The Purchasers and
		the Sellers represent that the Estimated Price has been calculated under the
		assumption that the Debt of the Company on the date of the CTC shareholders
		meeting indicated in the seventh recital hereof is no greater than CLP
		161,440,964,893 (hereinafter the Maximum Debt) and that, therefore,
		the Estimated Price will be reduced provided the Debt on this date is greater
		than such amount, all according to the procedure described below:

(a)      During the period
		of 30 days following the date of signature hereof, the Purchasers shall send
		the Sellers a certificate stating in sufficient detail their estimates of the
		amount of the Debt on the date of the CTC shareholders meeting indicated in the
		seventh recital hereof (Debt Calculated by the Purchasers).
		Provided the Purchasers do not send the Sellers the amount of the Debt
		Calculated by the Purchasers in that period, they shall be deemed for all
		purposes to waive their right to adjust the Estimated Price pursuant to Section
		3.3.(b). During 10 days following receipt by the Sellers of the Debt Calculated
		by the Purchasers, the Sellers shall notify the Purchasers of their agreement
		or disagreement with the same, it being understood, in absence of
		communication, that they agree with the Debt Calculated by the
		Purchasers.

(c)      Provided the
		Sellers have stated their disagreement with the amount of the Debt Calculated
		by the Purchasers, the Parties shall try to negotiate in good faith during a
		period of 10 days after receipt by the Purchasers of the notice by the Sellers
		stating their disagreement with the Debt Calculated by the Purchasers. If the
		Parties are unable to reach an agreement in such period of 10 days, any thereof
		may submit the dispute to PricewaterhouseCoopers (hereinafter PWC),
		who, in the period of 30 days after appointment thereof, extendible for another
		period of 30 days, shall render a decision on the





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amount of the Debt on the date of the CTC shareholders
		meeting indicated in the seventh recital hereof. The expenses of PWC shall be
		paid by the Party whose claim is furthest from the final decision of PWC. The
		decision thus rendered by PWC shall be deemed final and binding upon both
		Parties and not subject to any remedy nor to arbitration pursuant to Section
		15.2 of Clause Fifteenth. The Parties promise to deliver all information to PWC
		that it reasonably requests to be able to perform the entrusted task. The Debt
		on the date of the CTC shareholders meeting indicated in the Seventh Recital
		hereof agreed upon by the Parties or determined by PWC shall be called the
		Final Debt.

(d)      Provided the Final
		Debt is greater than the Maximum Debt, the Estimated Price shall be reduced by
		the amount of such difference and the resulting sum shall be considered the
		Final Price. For such purposes, the difference between the Maximum Debt and the
		Final Debt shall be converted from CLP to USD using the Exchange Rate. Each
		Seller shall pay the respective Purchaser the percentage corresponding thereto
		(based on the number of Shares transferred by each Seller hereunder) of the
		amount in US$ of the difference between the Estimated Price and the Final
		Price. Payment of the difference shall be made by each Seller in same-day funds
		to the current account notified by each Purchaser to each Seller for such
		purpose in the non-extendible period of 5 Business Days following notice of the
		Final Debt by PWC or the date when the Parties have reached an agreement on the
		Final Debt.

3.4      The Shares include
		all assets and profits retained or accumulated in previous fiscal years,
		including those in the fiscal year ending December 31, 2003 that have not been
		distributed on this date, whether definitive or interim, as well as those from
		the actual fiscal year under way and any declared dividends, whether final or
		interim, and that have not yet been distributed on this date in respect of the
		Shares.

FOURTH:DELIVERY OF DOCUMENTATION
		SIMULTANEOUS TO SIGNATURE OF THIS AGREEMENT.

The Sellers hereby deliver to the Purchasers:

|1. | Certificates representing the Shares.                                     | 
|-- | ------------------------------------------------------------------------- | 
|2. | All corporate books of the Company, including the
				Board Meeting Book;





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3.        Shareholders Meeting
		Book;

4.        Shareholders
		Registry and the public registry stipulated in Article 135 of the Companies
		Law.

3.        Authenticated copies
		of the public deeds to which the minutes of CTC and CTC EQUIPOS Boards of
		Directors Meetings were executed in which the signature and execution of this
		Agreement were authorized by the Sellers.

4.        An
		authenticated copy of the public deed to which the minutes of the CTC
		Shareholders Meeting were executed in which the signature and execution of this
		Agreement were authorized by CTC.

5.        The
		letters of resignation of directors Bruno Philippi, Claudio Muñoz,
		Andrés Concha, Luis Cid and Julio Covarrubias.

6.        Minutes
		of the Special Shareholders Meeting of the Company held on this date at which
		the new members of the Board of Directors of the Company were appointed.

FIFTH:ACTS TO BE PERFORMED ON THE DATE
		OF PAYMENT OF THE ESTIMATED PRICE.

5.1Payment of the Debt.On the date of payment
		of the Estimated Price, i.e. no later than July 28, 2004, Holding, under the
		knowledge and consent of the Company, shall pay CTC the total amount of the
		Debt maintained by the Company with CTC on such date by wire transfer to
		current account No. 10184384 with Banco de Crédito e Inversiones in the
		name of Compañía de Telecomunicaciones de Chile S.A. As a
		consequence of such payment, CTC shall represent and warrant that the Company
		owes CTC no sum for the following reasons:

|(a) | The mercantile current account agreement made
				between CTC and the Company; 
|--- | -------------------------------------------------------------------------------
|(b) | Debt acknowledgement for the credit granted to the
				Company by Chase;       
|(c) | Debt acknowledgement for the credit granted to the
				Company by EKN-Citibank.
|    |                                                                                





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5.2Delivery of Documentation.On the date of
		payment of the Estimated Price, i.e. no later than July 28, 2004, after payment
		of the Estimated Price pursuant to Section 3.2 of Clause Third above and after
		payment of the Debt mentioned in section 5.1 above, CTC shall deliver to the
		Purchasers:

1.        A letter
		issued by CTC and accepted by the Company stating that all Debt of the Company
		owed to CTC has been paid and specifying that after payment, the Company owes
		CTC no sum for the following reasons:

(a)      The mercantile
		current account agreement signed by CTC and the Company on January 2,
		1998;

(b)      The debt
		acknowledgement for the credit granted to the Company by Chase on May 30, 2001,
		terminating the relationship existing between the Parties; and

(c)      The debt
		acknowledgement for the credit granted to the Company by EKN-Citibank on March
		30, 2001, terminating the relationship existing between the Parties.

Such letter is attached to this Agreement as Schedule 1;
		and

|2. | A letter of payment for the Estimated Price
				according to the form attached hereto as Schedule 2.
|-- | ----------------------------------------------------------------------------------------------------

SIXTH:REPRESENTATIONS AND WARRANTIES OF
		THE SELLERS.

The Sellers make the following representations and
		warranties that constitute an essential reason for consent by the Purchasers
		and a fundamental element of the different obligations set down herein.

|6.1 | Incorporation and Good Standing of the
				Sellers
|--- | --------------------------------------------------

CTC and CTC EQUIPOS are duly incorporated and registered
		in accordance with the legislation of the Republic of Chile. They are in no
		legal situation of insolvency or suspension of payments and there is no reason
		for any type of declaration of insolvency, and they have the capacity to
		conduct their actual activities, own and manage their properties and
		assets.





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|6.2 | Incorporation and Good Standing of the
				Company
|--- | --------------------------------------------------

The Company is duly incorporated and registered in
		accordance with the legislation of the Republic of Chile. It is in no legal
		situation of insolvency or suspension of payments and there is no reason
		whatsoever for any type of declaration of insolvency, and it has the capacity
		to conduct its actual activities, own and manage its properties and
		assets.

|6.3 | By-Law Requirements
|--- | -------------------

CTC and CTC EQUIPOS have full capacity and are in
		compliance with all legal and by-law requirements necessary to formalize this
		Agreement, consummate the transfer of the Shares and fulfill the obligations
		imposed by this Agreement. CTC and CTC EQUIPOS shall not, by formalization and
		performance of this Agreement, infringe any legal or administrative provision,
		agreement, contract or commitment by which they are bound.

|6.4 | Equity Capital and Shares
|--- | -------------------------

The equity capital of the Company is the sum of CLP
		201,991,478,572, fully subscribed and paid-in, approved by the Regular
		Shareholders Meeting of April of this year, and it is divided into
		2,661,000,000 shares with no par value, in one same class and series, and CTC
		and CTC EQUIPOS are the sole and legitimate holders of the Shares that
		constitute 100% of the equity capital of the Company. There are no options or
		commitments relative to Shares nor expansions, reductions or commitments of
		capital pending registration or in the process of being made, nor is there any
		contract or commitment that obligates any of the Sellers or the Company to
		issue, exchange or otherwise convey or purchase, amortize or otherwise acquire
		Shares in the Company. The Shares are exempt from any restrictions in the
		exercise of the rights they represent as well as free of any charge, lien,
		title retention, option, limitation or right in favor of any person as well as
		any options, agreements, commitments, claims, attachments, assessments or liens
		and there is no debt in relation thereto. The transfer of the Shares shall, as
		of this date, confer upon Holding and TEM INVERSIONES full ownership and
		unconditional legal title to and possession of the Shares and the Sellers shall
		always guarantee such holding in respect of any persons who claim it,
		cooperating with the Purchasers in the same and not performing any acts
		contrary to such purpose. All of the rights and obligations of the shareholders
		in the company for that reason are set down in the by-laws thereof that the
		Purchasers declare to know and accept





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in their entirety, and there are no rights, obligations or
		commitments of any kind apart therefrom.

|6.5 | Distribution of Dividends
|--- | -------------------------

The Company does not owe its shareholders nor does it have
		the obligation to distribute thereto any sum for any reason, including, without
		limitation, dividends, capital reductions or interim dividends.

|6.6 | Financial Statements
|--- | --------------------

The financial statements of the Company closed as of March
		31, 2004, as of December 31, 2003 and as of December 31, 2002 (hereinafter the
		Financial Statements) that the Purchasers declare to know are
		complete, accurate, true and have been prepared in accordance with the
		generally accepted accounting principles and standards of the Republic of Chile
		and applied uniformly by the Company in previous fiscal years. The Financial
		Statements accurately reflect in all material aspects the assets, liabilities
		and financial and economic situation of the Company on their respective dates
		as well as the results of operations for the periods ending on those dates in
		accordance with the generally accepted accounting principles in the Republic of
		Chile applied uniformly.

6.7      As of March 31,
		2004, the Financial Statements accurately reflect in all material aspects the
		assets, liabilities, financial and economic situation of the Company on that
		date, and the results of operations regarding the periods ending on those
		datesthat are furnished as Schedule 3contain no liabilities that
		accrue interest except for those listed below:

(a)      The mercantile
		current account with CTC.

(b)      Debt
		acknowledgments made by the Company in favor of CTC indicated in Sections
		4.1.(b) and (c) of Clause Fifth hereof; and

(c)      The statements in
		Note 19 of the Financial Statements of the Company as of March 31, 2004,
		corresponding to the financial leases of the offices and vehicles of the
		Company.

The Company has no liabilities or contingencies outside of
		the balance sheets contained in the Financial Statements.





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|6.8 | Directors and Representatives.
|--- | ------------------------------

Schedule 4 contains details on the members of the Board
		and Management of the Company. The only general powers of attorney of
		representation granted by the Company are those included in Schedule 5.

|6.9 | Compliance with the Law
|--- | -----------------------

The Company has complied strictly and continues to comply
		with the laws and other rules that are applicable thereto and has not committed
		any material infringement in the last 5 years of the laws and regulations
		applicable thereto and to the conduct of its business.

|6.10 | Ongoing Concern
|---- | ---------------

The business of the Company is self-sufficient and shall
		continue to be after perfection of this Agreement, independently and separately
		from any person related to the Sellers, as it was being operated immediately
		prior to the date of this Agreement, which the Purchasers declare to
		know.

|6.11 | Taxes on the Purchase
|---- | ---------------------

Provided the Estimated Price totals US 1,006,875,999, the
		capital gains tax accruing as a consequence of the purchase of the Shares in
		the Company will total at least US$51 million Dollars pursuant to recital
		seventh.

|6.12 | Conditions of the Purchase
|---- | --------------------------

All terms and conditions of the purchase of the Shares
		contemplated herein comply with the conditions approved by the CTC Shareholders
		Meeting held July 15, 2004 for the sale of the Shares by CTC, including the
		amount of the Estimated Price.

SEVENTH:REPRESENTATIONS AND WARRANTIES BY
		THE PURCHASERS





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The Purchasers make the following representations and
		warranties that constitute an essential reason for the consent of the Sellers
		and a fundamental element of the different obligations set down herein:

|7.1 | Incorporation and Good Standing of the
				Purchasers.
|--- | ------------------------------------------------------

The Purchasers are duly incorporated and registered in
		accordance with the legislation of the Republic of Chile. They are in no legal
		situation of insolvency or suspension of payments and there is no reason for
		any type of declaration of insolvency, and they have the capacity to conduct
		their actual activities, own and manage their properties and assets.

|7.2 | By-Law Requirements
|--- | -------------------

The Purchasers have full capacity and are in compliance
		with all legal and by-law requirements necessary to formalize this Agreement,
		consummate the purchase of the Shares and fulfill the obligations imposed by
		this Agreement. The Purchasers are not in default on any legal or
		administrative provision, agreement, contract or commitment by which they are
		bound because of the formalization and performance of this Agreement.

EIGHTH:NON-COMPETITION

CTC undertakes, pro se and on behalf of its respective
		controlled persons, for a period of 2 years as from the date of signature
		hereof, on the Chilean market:

(a)      not to acquire
		and/or participate directly or indirectly in the ownership or management of a
		company in the mobile telephone sector existing now on the Chilean market;
		and

(b)      not to acquire in
		any way or participate in the management of a mobile telephone
		concession.

NINTH:INDEMNITY OBLIGATION

9.1      The Sellers shall
		be jointly and severally liable to the Purchasers within the framework of this
		Agreement and unequivocally and unrenounceably undertake to indemnify and hold
		each Purchaser harmless for any loss, damage, injury or expense





15



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(including reasonable attorneys expenses) incurred
		by any Purchaser or by the Company as a consequence of:

(1)      Default on any of
		the obligations assumed by any Seller under this Agreement or the Outstanding
		Clauses of the Letter of Offer, including the non-competition obligation
		contained in Clause Eighth above.

(2)      The inaccuracy,
		mendacity or default on any of the representations, warranties or covenants
		acquired by any Seller within the purview of this Agreement or its Schedules,
		including the warranties contained in Clause Sixth above or the Outstanding
		Clauses of the Letter of Offer; or

(3)      The inaccuracy of
		the representation made by the Sellers in Section 6.11 of Clause Sixth above,
		in which case they should indemnify the Purchasers for the difference between
		(y) 51 million U.S. Dollars and (z) the amount of the capital gains tax accrued
		on the sale of the Company if the Estimated Price would have totaled
		US$1,006,875,999.

9.2      The Purchasers
		shall be jointly and severally liable to the Sellers within the framework of
		this Agreement and undertake unequivocally and irrenounceably to indemnify and
		hold each Seller harmless for any loss, damage, injury or expense (including
		reasonable attorneys expenses) incurred by any Seller as a consequence
		of:

1.       Default on any
		of the obligations assumed by any Purchaser under this Agreement or the
		Outstanding Clauses of the Letter of Offer; or

2.       The
		inaccuracy, mendacity or default on any of the representations, warranties or
		covenants acquired by any Purchaser within the purview of the stipulations in
		this Agreement or its Schedules, including the warranties contained in Clause
		Seventh above or in the Outstanding Clauses of the Letter of Offer.

TENTH:CONFIDENTIALITY

10.1    The Sellers promise to keep
		confidential all information relative to the activities or businesses of the
		Company, including data on customers, suppliers, distributors, commissions,
		etc.





16



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10.2    The Parties promise to keep
		confidential the contents of this Agreement. If any of the Purchasers or the
		Sellers were required by the authorities or obligated by law to disclose the
		contents of the confidential information, they should give written notice
		thereof 24 hours in advance to the other Party, provided this is materially
		possible given the period imposed for a response, in order for both Parties to
		be able to agree upon the information that will ultimately be disclosed. Save
		the exception stipulated in the preceding sentence, any public communication of
		the Agreement shall be previously agreed upon by the Parties.

ELEVENTH:ASSIGNMENT

The Sellers may not assign all or part of the performance
		of the obligations hereunder to third parties unless they have prior specific
		written authorization of the other Party. The Purchasers may assign to one or
		more third parties the rights and obligations of the Purchasers within the
		purview of this Agreement with no need for prior consent of the Sellers
		provided the assignee is an affiliate of TEM. A company shall be deemed, for
		such purpose, to be an affiliate of TEM if it is controlled thereby, controls
		TEM or is under direct or indirect control of the controller of TEM.

TWELFTH:REPEAL OF THE LETTER OF OFFER.
		AMENDMENTS.

12.1    This Agreement repeals and
		voids the Letter of Offer mentioned in the fifth recital of the Agreement
		except for the provisions in Sections A.4, A.7, G and H of such Letter of Offer
		(the Outstanding Clauses of the Letter of Offer) that will continue in
		force.

12.2    Any amendment to the
		stipulations in this Agreement shall be previously agreed upon by the Parties
		and a document signed for such purpose.

THIRTEENTH:NOTICES

All notices, communications or notifications that must be
		made by the Parties shall be in writing and sent to the addresses of the
		Parties contained herein by fax, e-mail, certified mail or through a notary
		public.

HOLDING and TEM INVERSIONES

Attn.:    Senior Counsel

Miraflores 130





17



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Santiago, Chile

Fax: (56-2) 661 7298

cc: TEM

Coya 24

28001 Madrid

Attn: Antonio Hornedo Muguiro

Fax: (349) 1423 4016

e-mail: hornedo_a@telefonicamoviles.com.

CTC and CTC EQUIPOS

Providencia 111, 24th floor

Santiago

Attn.: Cristián Aninat Salas

Fax: +56-2  691 3159

E-mail: caninat@ctc.cl.

FOURTEENTH:EXPENSES AND TAXES

The Purchasers and the Sellers shall pay their respective
		expenses incurred in the preparation and negotiation of this Agreement. Each
		Party shall pay the taxes that may be assessed on this purchase. The expenses
		of the public deed of this Agreement shall be paid equally by both
		Parties.

FIFTEENTH:LEGISLATION AND
		ARBITRATION

15.1   The Parties expressly agree that
		this Agreement shall be governed by Chilean law.

15.2   In any dispute or claim in relation
		hereto, to the existence, validity, interpretation or voidance hereof, the
		Purchasers and the Sellers agree to arbitration-at-law to be conducted in New
		York City (USA) before an arbitrator appointed by the American Arbitration
		Association, which will be conducted according to the rules thereof, with a
		specific waiver of any other applicable jurisdiction.

AUTHORITIES





18



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The authority of Mr. Claudio Muñoz
		Zúñiga to represent Compañía de Telecomunicaciones
		de Chile S.A. is set down in the public deed dated May 7, 1999, extended before
		Mr. Alvaro Bianchi Rosas, Notary Public. The authority of
		Mr. Cristián Aninat Salas to represent Compañía de
		Telecomunicaciones de Chile-Equipos y Servicios S.A. is set down in the public
		deed dated July 22, 2004, extended before Mr. Raúl Undurraga L.,
		Notary Public. The authorities of Mr. Jorge Abadía Pozuelo and
		Mr. Miguel Garrido de las Heras to represent Inversiones Telefónica
		Móviles Holding Limitada and TEM Inversiones Chile Limitada are set down
		in the public deeds dated July 22, 2004, both extended before
		Mr. René Benavente Cash, Notary Public. The authenticating Notary
		Public of this city does certify that this public deed is executed and extended
		in accordance with the provisions in Law 18,181 of October 27, 1982, published
		in Official Gazette No. 31,427 of November 26, 1982, which is duly annotated in
		the Journal Book under the respective number.

In witness whereof, the Parties sign after reading. A copy
		is given. I attest.









CLAUDIO MUÑOZ ZUÑIGA

for COMPAÑIA DE TELECOMUNICACIONES DE CHILE
		S.A.









CRISTIAN ANINAT SALAS

for COMPAÑIA DE TELECOMUNICACIONES DE CHILE-EQUIPOS
		Y SERVICIOS

S.A.



|JORGE ABADIA POZUELO                                  |  | MIGUEL GARRIDO DE LAS HERAS
|----------------------------------------------------- |  | ---------------------------
|for INVERSIONES TELEFONICA MOVILES HOLDINGS
				LTDA.



19



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The Parties signed before me at Providencia 111, 29th
		floor.

This copy is a true record of the original. Santiago, July
		26, 2004.





20



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SCHEDULE I

Santiago, July ..., 2004

Messrs.

Telefónica Móvil de Chile S.A.

Hand Delivery

Gentlemen:

On this date, Compañía de Telecomunicaciones
		de Chile S.A. and Compañía de Telecomunicaciones de Chile Equipos
		y Servicios S.A. and Inversiones Telefónica Móviles Holding
		Limitada and TEM Inversiones Chile Limitada have signed a purchase agreement
		whereby the first two have transferred to the latter all of the shares they
		held in Telefónica Móvil de Chile S.A. under the conditions
		therein stipulated.

Pursuant to the aforesaid document, on behalf of
		Compañía de Telecomunicaciones de Chile S.A., I hereby declare
		that Telefónica Móvil de Chile S.A. does not owe my principal any
		sum for the following reasons:

|(i) | The mercantile current account agreement;
|--- | -----------------------------------------

|(ii) | The debt acknowledgement for the credit granted to
				Telefónica Móvil de Chile S.A. by Chase in the amount of
				................; and
|---- | -----------------------------------------------------------------------------------------------------------------------------------------

|(iii) | The debt acknowledgement for the credit granted to
				Telefónica Móvil de Chile S.A. by EKN-Citibank in the amount of
				................
|----- | -------------------------------------------------------------------------------------------------------------------------------------------

We grant Telefónica Móvil de Chile S.A. the
		most ample and complete discharge regarding such debts.

Very sincerely yours,

Claudio Muñoz Z.

General Manager





21



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SCHEDULE II

Santiago, July ..., 2004

Messrs.

Telefónica Móviles S.A.

Inversiones Telefónica Móviles Holding
		Limitada

Inversiones TEM Chile Limitada

Hand Delivery

Gentlemen:

On July 23, 2004, Compañía de
		Telecomunicaciones de Chile S.A. and Compañía de
		Telecomunicaciones de Chile Equipos y Servicios S.A. and Inversiones
		Telefónica Móviles Holding Limitada and TEM Inversiones Chile
		Limitada signed a purchase agreement whereby the first two have transferred to
		the latter all of the shares they held in Telefónica Móvil de
		Chile S.A. under the conditions indicated therein.

Today, Compañía de Telecomunicaciones de
		Chile S.A. and Compañía de Telecomunicaciones de Chile Equipos y
		Servicios S.A. have received the sum of US$ ........... and US$ ..............,
		respectively, in payment of the purchase price of the shares in
		Telefónica Móvil de Chile S.A., including interest accrued on
		such purchase price pursuant to the document indicated in the preceding
		paragraph.

Compañía de Telecomunicaciones de Chile S.A.
		hereby declares that Telefónica Móviles S.A., Inversiones
		Telefónica Móviles Holding Limitada and Inversiones TEM Chile
		Limitada owe it no sum whatsoever because of the purchase of shares in
		Telefónica Móvil de Chile S.A. and we grant Telefónica
		Móvil de Chile S.A. the most ample and complete discharge in respect of
		such amounts.

Sincerely yours,

Claudio Muñoz Z.

General Manager





22



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SCHEDULE III

TELEFONICA MOVIL DE CHILE S.A.

Financial Statements for the three-month

period ending March 31, 2004 and 2003

and report by independent auditors.





23



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REPORT BY THE INDEPENDENT AUDITORS

REVIEW OF INTERIM FINANCIAL STATEMENTS

Chairman of the Board of Directors and Directors of

Telefónica Móvil de Chile S.A.

We have reviewed the interim general balance sheets of
		Telefónic Móvil de Chile S.A. as of March 31, 2004 and 2003 and
		the corresponding interim income and cash flow statements for the three-month
		periods ending on those dates. These interim financial statements and the
		corresponding notes are the responsibility of the management of
		Telefónica Móvil de Chile S.A.

We have performed a review according to auditing standards
		established in Chile for a review of interim financial information. A review of
		interim financial information consists principally of applying audit procedures
		to the financial statements and of making inquiries with the staff responsible
		for financial and accounting matters. The scope of this review is substantially
		less than an audit performed according to generally accepted auditing standards
		of Chile where the objective is to express an opinion on the financial
		statements taken as a whole. Consequently, the interim financial statements as
		of March 31, 2004 and 2003 have not been audited and, therefore, we are unable
		to express, nor do we express, such an opinion.

Based on our review of the interim financial statements of
		Telefónica Móvil de Chile S.A. as of March 31, 2004 and 2003, we
		have no knowledge of any significant adjustments that should be made to such
		statements in order for them to be in harmony with generally accepted
		accounting principles of Chile.

DELOITTE

April 16, 2004









Arturo Plat A.





24



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This corresponds to a deed under Journal

No. 4151, page 23457, of July 2004.

Santiago, July 26, 2004





This copy is a true record of the original.

Santiago, July 26, 2004.





25



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JOURNAL NO. 2,211 / 99

APPOINTMENT, POWER OF ATTORNEY, RESIGNATION AND
      REVOCATION

BY AND BETWEEN

COMPAÑIA DE TELECOMUNICACIONES DE CHILE
      S.A.

AND

CLAUDIO MUÑOZ ZÚÑIGA ET
      AL.

In Santiago, Chile, on May 7, 1999, before me, ALVARO
      BIANCHI ROSAS, attorney, notary public, regular notary of the 11th Notarial
      Office of Santiago, with offices at Doctor Sótero del Rio 322, there
      appeared:

Mr. CRISTIÁN ANINAT SALAS, Chilean, married,
      attorney, national identity card No. 6.284.875-8, domiciled at Avda.
      Providencia 111, 30th floor, Santiago, who is of age, evidences his identity by
      the aforesaid identity card and states that duly empowered, he hereby executes
      the pertinent parts of the following minutes to public deed:

FIRST PART OF THE MINUTES OF SPECIAL MEETING NO. 527
      OF THE BOARD OF DIRECTORS OF COMPAÑIA DE TELECOMUNICACIONES DE CHILE
      S.A., HELD MAY 6, 1999.

The Board of Directors of Compañía de
      Telecomunicaciones de Chile S.A. met in Santiago, Chile, on May 6, 1999, at
      5:00 p.m., Mr. Javier Aguirre N., Chairman thereof, presiding. Present
      were directors Hans Eben O., Nicolás Majluf S., Felipe Montt F., Claudio
      Undurraga A., Luis Cid A., Augusto Iglesias P., and Sergio Badiola B. Directors
      Andrés Navarro H., Juan Perea S. de B., Guillermo Fernández V.,
      Antonio Viana-Baptista and Ricardo Fornesa R. excused their absences. Also
      present were the General Manager, Mr. Jacinto Díaz S., the
      Vice-President of Management Control, Mr. Claudio Muñoz Z., the
      Secretary General, Mrs. Gladys Hernández S., and the Secretary,
      Mr. Cristián Aninat S.





---



AGENDA.

|1.  | CHANGE IN GENERAL MANAGER.     | 
|---- | ------------------------------ | 
|1.1 | RESIGNATION OF GENERAL MANAGER

Mr. Jacinto Díaz S. reported that on
      this date, he presented his resignation from the position of General Manager of
      Compañía de Telecomunicaciones de Chile S.A. The Board
      unanimously resolved to accept the resignation submitted by Mr. Jacinto
      Díaz S. (Resolution No. 42/99).

|1.2 | APPOINTMENT OF GENERAL MANAGER
|---- | ------------------------------

The Board of Directors unanimously resolved to
      appoint Mr. Claudio Muñoz Zuñiga as General Manager of
      Compañía de Telecomunicaciones de Chile S.A., who shall take
      office immediately and as he was present in the room, thanked the board for his
      appointment. (RESOLUTION NO.43/99).

|1.3 | POWERS OF ATTORNEY OF THE GENERAL MANAGER
|---- | -----------------------------------------

The Board unanimously resolved to grant a general
      power of attorney to the General Manager with the following powers:

1.      To represent
      the company in requesting concessions, privileges and licenses from the
      government, municipalities or other entities that are required for the
      appropriate course of the companys business, in undertaking and
      formalizing, with ample authority, all proceedings and formalizations required
      by the interests of the Company in order to obtain such authorizations.

|2. | To enter into any type of telecommunications supply
            contract.
|--- | -------------------------------------------------------------------------

3.      To open and
      close commercial and bank deposit and credit current accounts; to draw, deposit
      and overdraw thereon or in the accounts currently held by the Company.

4.      To contract
      loans in any form, mutuatus, credits in a current account, advances against
      acceptance, promissory notes or others.





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5.      To draw,
      subscribe, accept, reaccept, extend, revalidate, endorse, co-sign, protest,
      discount and cancel bills of exchange, checks, promissory notes, drafts,
      documents that are registered, to the order or to the bearer and other
      negotiable or credit instruments and foreign exchange transactions. To approve
      and reject balances in current accounts, and order the withdrawal of
      checkbooks.

6.      To establish
      agencies, branches, offices or annexes in any place in the country and
      eliminate them when he deems convenient.

8.      To buy, sell,
      exchange, assign, give and receive in lease or sublease or administration any
      type of corporeal real estate or chattel.

9.      To buy,
      acquire, sell, auction and assign shares, bonds and other negotiable
      instruments or bearer securities.

10.    To mortgage, release,
      divide, limit, cancel and postpone mortgages.

11.    To give in pledge,
      postpone, release and cancel pledges.

12.    To accept pledges
      established by third parties.

13.    To incorporate companies,
      bodies corporate of any type or communities, modify, dissolve and liquidate
      them.

14.    To represent the
      principal with all powers and rights it has in companies, communities, or
      ventures in which the company has an interest or relationship.

15.    To enter into, modify and
      settle any type of construction, installation, supervisory and work execution
      contract in general. To enter into, amend and settle construction contracts for
      the reconditioning of office space.

16.    To enter into easement
      agreements and establish and accept usufructs.

17.    To request any type of
      patent, privilege, factory mark and trademark and industrial models.



---



18.    To enter into commodatum
      and deposit agreements.

19.    To assign rights and
      credits and accept assignments.

20.    To open safe-deposit
      boxes, withdraw securities in custody or guarantee.

21.    To withdraw
      correspondence from the post office, whether or not certified, postal money
      orders and packages and telegraphic money orders.

22.    To make a novation,
      pardon and offset obligations.

23.    To enter into commission,
      representation, insurance agency, exchange and freight contracts.

24.    To enter into employment
      contracts and amendments thereto, set down and stipulate wages and salaries,
      duties or tasks and other contract conditions, terminate such contracts under
      the conditions he deems convenient pursuant to governing law and sign receipts
      and discharges regarding the obligations arising from such employment
      contracts.

25.    Debate presentations by
      union organizations of the company; enter into memorandums of settlement or
      collective agreements with such union organizations or employee or worker
      representations, amend and void them.

26.   Enter into advisory,
      supervisory, training, improvement, maintenance, technical assistance
      agreements and, in general, any other contract or agreement that is necessary
      for the conduct of the corporate business.

27.    Represent the principal
      before administrative authorities and fiscal, semi-fiscal, municipal or
      self-governing agencies, such as ministries, bureaus, services, corporations,
      departments, inspection offices, municipalities, banks, exercising all rights
      corresponding before them within the ordinary course of the companys
      business. These same powers are deemed granted for international agencies
      and/or foreign authorities.





---



28.    Collect and receive
      everything owed now or in the future to Compañía de
      Telecomunicaciones de Chile S.A. in money or in another type of corporeal or
      incorporeal real estate or chattel.

29.    To grant receipts,
      cancellations and discharges.

30.    To pay what is owed by
      Compañía de Telecomunicaciones de Chile S.A. in any way.

31.    To make and accept
      payment in kind.

32.    To stipulate and agree in
      any contract he makes to the prices, periods, contributions, obligations,
      rights, guarantees and other conditions he judges convenient, whether
      essential, natural or merely incidental.

33.    To rescind, nullify,
      revoke, modify, void, terminate and discharge any contracts he has made.

34.    To waive resolutory
      action.

35.    To require rendering of
      accounts, approve or reject the same.

36.    To request and accept
      adjudications of any type of goods.

37.    To appoint depositaries
      and appraisers.

38.    To request declarations
      of bankruptcy.

39.    To verify credits, accept
      compositions, appoint liquidators, receivers and experts.

40.    To sign all public or
      private documents relative to the aforesaid powers.

41.    To represent
      Compañía de Telecomunicaciones de Chile S.A. judicially with all
      powers in both subparagraphs of article 7 of the Code of Civil Procedure, which
      are deemed set out one by one herein.





---



42.    To sign international
      commercial agreements or joint ventures with other companies or entities such
      as international corporations or consortiums of different types.

43.    To delegate any of the
      powers conferred to third parties or employees of the Company and revoke them
      freely.

44.    In general, the mandatary
      is empowered to perform all judicial and extrajudicial acts that are necessary
      to exercise this mandate, even those for which the law requires a specific
      mention. (RESOLUTION NO. 44/99).

|1.4 | REVOCATION OF PREVIOUS POWER OF ATTORNEY.
|---- | -----------------------------------------

The Board unanimously resolved to revoke the power
      of attorney granted to Mr. Jacinto Díaz Sánchez by
      Resolution No. 149/94 of the meeting held November 8, 1994, executed to public
      deed on that same date before Mr. Mario Baros González, Notary
      Public, while leaving in effect the powers of attorney granted by the same.
      (RESOLUTION NO. 45/99).

|3. | EXECUTION TO PUBLIC DEED
|--- | ------------------------

The Board of Directors resolved to empower
      Mr. Cristián Aninat Salas to execute all or part of these minutes
      to public deed (RESOLUTION NO. 49/99).

The Board agreed to interrupt the meeting to sign
      these minutes immediately. (RESOLUTION NO. 50/99).

Signed by Javier Aguirre N., Hans Eben O., Nicolás
      Majluf S., Felipe Montt F., Claudio Undurraga A., Luis Cid A., Augusto Iglesias
      P., Sergio Badiola B., Jacinto Díaz S., Cristián Aninat S.

The pertinent parts of the minutes copied are in agreement
      with the original set down in the Book of Compañía de
      Telecomunicaciones de Chile S.A., which I have seen.

In witness whereof, the party signs this public deed after
      reading it. A copy is issued. I attest. Cristián Aninat Salas., A.
      Bianchi R., Notary Public.

In agreement with the original thereof. Santiago, May 26,
      1999.



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This corresponds to a deed under Journal

No. 2163, page 11,054, for April 2004.

Santiago, April 28, 2004.

Stamp of Raúl Undurraga Laso, Notary Public

of the 29th Notarial Office of Santiago.

THIS COPY IS A TRUE RECORD OF THE ORIGINAL.

SANTIAGO, APRIL 26, 2004





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