EXHIBIT 4.5

JOURNAL No. 2163  2004

SHARE PURCHASE AGREEMENT

BY AND BETWEEN

COMPAÑIA DE TELECOMUNICACIONES DE CHILE
		S.A.

AND

TELEFONICA PUBLICIDAD E INFORMACION S.A.

In Santiago, Chile, on April 26, 2004, before me, RAUL
		UNDURRAGA LASO, attorney, notary public of Santiago, of this domicile at
		MacIver 225, Suite 302, Regular Notary of Notarial Office No. 29, there
		appeared:

Mr. CLAUDIO MUÑOZ ZUÑIGA, Chilean,
		married, civil industrial engineer, identity card No. 9.618.122-1, on behalf
		of, as shall be evidenced, COMPAÑÍA DE TELECOMUNICACIONES DE
		CHILE S.A., an open corporation engaged in telecommunications, taxpayer
		identification No. 90.635.000-9, both domiciled at Avda. Providencia 111,
		Santiago, Metropolitan Region, hereinafter CTC or the
		Seller, as one party; and as the other party,

Mr. RAIMUNDO GAZITUA LARRAIN, Chilean, married,
		attorney, identity card No. 4.106.402-1, domiciled at El Golf 40, 20th floor,
		borough of Las Condes, Santiago, Metropolitan Region, on behalf of, as shall be
		evidenced, TELEFONICA PUBLICIDAD E INFORMACION S.A., a corporation incorporated
		and in good standing pursuant to the laws of the Kingdom of Spain, taxpayer
		identification No. 59.104.790-6, engaged in telephony, advertising and
		information, domiciled at Avenida de Manoteras 12 in Madrid, Spain, and for
		these purposes at Avenida Santa María 0792, 4th floor, borough of
		Providencia, Santiago, Metropolitan Region, hereinafter TPI or the
		Buyer.





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The parties are of age, have evidenced their identities by
		the aforesaid identity cards and stated that they have agreed to the Share
		Purchase Agreement set down in the following clauses:

FIRST:IMPRESORA Y
		COMERCIAL PUBLIGUIAS S.A.,hereinafter PUBLIGUIAS, is a closed corporation engaged in
		directory printing, taxpayer identification No. 93.541.000-2, domiciled at
		Avda. Santa María 0792, borough of Providencia, Santiago, Metropolitan
		Region, which was incorporated by public deed dated August 24, 1974, executed
		before Mr. Jaime Morandé Orrego, Notary of Santiago. An abstract
		thereof was registered on page 10,006, No. 5,449 of the 1974 Commercial
		Registry of the Santiago Real Estate Registrar and it was published in the
		Official Gazette on November 20, 1974. Said company has been the subject of
		several modifications which are duly legalized. The most recent modification is
		the one set down in the public deed dated September 10, 2001, executed in the
		Santiago Notarial Office of Mr. Humberto Quezada Moreno. An abstract
		thereof was registered on page 23,728, No. 19,186, of the 2001 Commercial
		Registry of the Santiago Real Estate Registrar and it was published in the
		Official Gazette on September 17, 2001. A rectification of the abstract
		publication was published on September 26, 2001.

SECOND:CTC declares
		that it is the sole owner of 45,648 registered shares in PUBLIGUIAS with no par
		value and in one single series, as evidenced by certificates No. 27 for 23,280
		shares and No. 30 for 22,368 shares. It further represents that the 45,648
		shares that are contained in certificates Nos. 27 and 30 are transmitted with
		all the rights thereof, are subscribed and fully paid in, free of pledges,
		attachments, third-party rights, a prohibition or other encumbrance, they are
		affected by no other measure that may hinder the free conveyance or disposition
		thereof in any way. CTC finally declares that it has full authority to execute
		this Share Purchase Agreement.

THIRD:Mr. Claudio
		Muñoz Zúñiga, on behalf of Compañía de
		Telecomunicaciones de Chile S.A., hereby sells, assigns and transfers the sum
		of 45,648 shares in PUBLIGUIAS set down in certificates Nos. 27 and 30 to
		TELEFONICA PUBLICIDAD E INFORMACION S.A., which purchases and accepts them pro
		se through the representative thereof, Mr. Raimundo Gazitúa
		Larraín. The Seller declares that the shares encompassed by the purchase
		are fully subscribed and paid in and represent 9% of the issued, subscribed and
		paid-in shares into which the equity capital of PUBLIGUIAS is divided.



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FOURTH:The purchase
		price of each of these shares is 323.34384 U.S. Dollars, which results in the
		sum of 14,760,000 dollars of the United States of America for all of the 45,648
		shares involved in the purchase. TPI pays the total price of the purchase to
		CTC in this act, at once, in dollars, by wire transfer, and receipt thereof is
		declared by Mr. Claudio Muñoz Zúñiga, in his
		representative capacity, to the most complete and full satisfaction of the
		principal thereof, this latter considering the price of all of the shares
		involved in this agreement to be paid in full.

FIFTH:The tradition of
		the shares to which this deed refers is made in this act. In order to
		facilitate registration of the shares in this purchase in the Shareholders
		Registry of PUBLIGUIAS, the corresponding transfer is signed in this same act
		and Mr. Claudio Muñoz Zúñiga, on behalf of the
		Seller, delivers the respective certificates for those shares to the Buyer,
		Mr. Raimundo Gazitúa Larraín declaring receipt thereof on
		its behalf.

SIXTH:TPI shall be able
		to exercise all rights of a shareholder in PUBLIGUIAS for all of the shares
		purchased as from the date hereof. All undistributed profits of PUBLIGUIAS
		corresponding to these shares, including therein the profits from the fiscal
		year ending December 31, 2003, shall belong to TPI since they are deemed
		included in the purchase price.

SEVENTH:Through its
		representative, Mr. Raimundo Gazitúa Larraín, TPI expressly
		declares its acceptance of the corporate by-laws of PUBLIGUIAS and the
		resolutions adopted at its Shareholders Meetings.

EIGHTH:CTC may not
		engage pro se or through another person or interest in another company either
		directly or indirectly in any activity in the territory of Chile relating to
		the exploitation of the telephone directory publishing business (White Pages,
		Yellow Pages or any other type of directory), and any type of support, citing
		for purposes of example but not restriction, telephone, paper or Internet
		support as well as the exploitation of telephone files and telephone inquiry
		services for a period of 5 years as of June 30, 2006. The obligation indicated
		in the preceding paragraph is understood to be without prejudice to fulfillment
		by CTC of the universal service obligations relative to the publishing of the
		telephone directory, both in paper form as well as in telephone or Internet
		support that do not imply the advertising exploitation of the directory
		according to law governing the matter. For timely purposes, CTC declares that
		it knows that Editorial Lord Cochrane S.A., Cuenca Uno Ltda., Cuenca Dos Ltda.
		and the controllers thereof have undertaken to TPI not to



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engage in the business of exploiting telephone directories
		and any type of support in the territory of Chile, citing for purposes of
		example but not limitation, telephone, paper or Internet support as well as the
		exploitation of telephone files and telephone inquiry services for five years
		as of March 16, 2004, the closing date of the final agreement for the purchase
		of shares in Cuenca Una Ltda., Cuenca Dos Ltda. and Editorial Lord Cochrane
		S.A.

NINTH:This agreement is
		governed by Chilean law. Any difficulty, disagreement or difference among the
		parties derived from the prohibition indicated in the preceding clause shall be
		resolved by an arbitrator ex aequo et bono, who will be appointed by mutual
		consent of the parties. Failing consent among the parties regarding the person
		of the arbitrator, the dispute shall be submitted to arbitration according to
		the Rules of Arbitration and Mediation Procedure of the Santiago Chamber of
		Commerce in order for it to appoint, at the written request of any of the
		parties, an arbitrator from among the members of the arbitral corps of the
		Santiago Arbitration and Mediation Center.

TENTH:The parties shall
		maintain this contract and the conditions thereof in strict confidentiality
		except with regard to (i) the obligation to inform the Superintendency of
		Securities and Insurance of Chile, the respective Stock Exchanges and the
		public at large of the scope of the transaction; (ii) the obligation of TPI to
		advise the National Securities Market Commission and the market in general of
		the scope of the transaction; and (iii) the obligation, if any, to report to
		any regulatory authority in Chile or in Spain. In any case, the parties
		undertake to give each other written notice sufficiently in advance of any
		communication that must be given to their respective exchange or regulatory
		authorities or to the market. CTC shall keep all information relative to
		PUBLIGUIAS that has not been made public and to which it has had access as a
		partner in PUBLIGUIAS secret and strictly confidential for three years as from
		this date.

ELEVENTH:The parties
		grant each other the most ample and complete discharge in regard to the
		purchase of the shares herein and declare that all conditions established in
		the binding offer dated March 22, 2004 have been fulfilled, waiving in advance
		any action to which they may be entitled reciprocally because of such
		documents, always provided the tradition of the shares has been validly made to
		TPI and notwithstanding the stipulations in Clause Ninth hereof.

TWELFTH:The parties
		elect their domicile as the city and borough of Santiago for all purposes of
		this agreement.



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THIRTEENTH:All expenses
		and taxes arising because of this agreement shall be shared equally by both
		parties.

FOURTEENTH:The bearer
		of an authenticated copy of this deed is empowered to request all corresponding
		registrations, subregistrations and annotations in the Shareholders Registry of
		PUBLIGUIAS. The authority of Mr. Claudio Muñoz Zúñiga
		to represent COMPAÑÍA DE TELECOMUNICACIONES DE CHILE S.A. is
		evidenced in the public deed dated May 7, 1999, executed before Alvaro Bianchi
		Rosas, Notary of Santiago. The authority of Mr. Raimundo Gazitúa
		Larraín to represent TELEFONICA PUBLICIDAD E INFORMACION S.A. is
		evidenced in the public deed dated March 25, 2004, executed before
		Mr. Francisco de Asis Pizarro, Notary Public of Madrid, filed on April 8th
		of the same year in the Santiago Notarial Office of Mrs. María
		Gloria Acharán Toledo. The authenticating notary declares that the
		authorities indicated above are not inserted in this deed as they are known to
		the notary and to the parties and under the full agreement of the
		latter.

NOTARIAL CERTIFICATION.The authenticating Notary Public of this city does certify that
		this public deed has been 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.

In witness whereof, the parties sign after reading. A copy
		is issued. I attest.

CLAUDIO MUÑOZ ZUÑIGA

for COMPAÑIA DE TELECOMUNICACIONES DE CHILE
		S.A.



RAIMUNDO GAZITÚA LARRAÍN

for TELEFONICA PUBLICIDAD E INFORMACION S.A.





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IT IS STIPULATED THAT THE PARTIES SIGNED BEFORE ME AT
		AVENIDA PROVIDENCIA 111, 29TH FLOOR. SANTIAGO, APRIL 26, 2004.

THIS COPY IS A TRUE RECORD OF THE ORIGINAL.

SANTIAGO, APRIL 26, 2004





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JOURNAL NO. 8,212.-

FILING No. 948



SPECIAL POWER OF ATTORNEY

CONFERRED BY

TELEFONICA PUBLICIDAD E INFORMACION S.A.

UPON

JUAN FRANCISCO GUTIÉRREZ IRARRAZABAL ET
      AL.







I do certify that at the request of Mrs. ANA MARIA
      MARIN GAMBOA, Chilean, employee, national identity card No. 5.027.640-6,
      domiciled, for these purposes, at Matías Cousiño 154, Santiago,
      who was acting at the request of Mr. RAIMUNDO GAZITUA LARRAIN, I hereby
      file a Special Power of Attorney conferred by TELEFONICA PUBLICIDAD E
      INFORMACION S.A. upon Messrs. Juan Francisco Gutiérrez
      Irarrázabal and Raimundo Gazitúa Larraín, No. 669, granted
      in Madrid on March 25, 2004 before Mr. Francisco de Asis Pizarro Moreno,
      notary of the Illustrious Notarial Association of Madrid, residing in that
      capital city, that is set out on five complete pages typewritten on front and
      back, the last thereof with notarial certification and the back thereof with a
      stamp of the Illustrious Notarial Association of Madrid, Deanship, that
      legalizes the signature and initials of Mr. Francisco de Asis Pizarro
      Moreno dated March 26, 2004, signed by Mrs. María Jesús
      Guardo Santamaría, member of the Board of Directors functioning as Dean;
      the signature thereof legalized before the General Office of Registries and
      Notaries of the Ministry of Justice of Madrid dated March 29, 2004, signed by
      Elena Cid Barreiros, the signature thereof legalized in the Ministry of Foreign
      Affairs in Madrid on March 30, 2004 by Mr. José Antonio Lorenzo,
      Business Chief, the signature thereof legalized before the Consulate General of
      Chile in Madrid, Spain, on March 30, 2004 before Mr. Rodrigo Quiroga Cruz,
      Consul General of Chile, and the signature thereof duly legalized by the
      Ministry of Foreign Relations of Chile by Mrs. Mónica Bidirinis C.,
      Legalizations Officer,





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on April 7, 2004. I file these documents at the end of the
      registries for this month under No. 948. I sign in witness together with the
      requester. Santiago, April 8, 2004. This deed is annotated in the Public
      Instruments Journal on even date herewith under No. 8,212. Signed by Ana
      María Marín Gamboa, María Gloria Acharán Toledo,
      Notary Public.

The documents that are filed are of the following
      tenor:

No. 669

SPECIAL POWER OF ATTORNEY

In Madrid, on March 25, 2004, before me, Francisco de Asis
      Pizarro Moreno, Notary of the Illustrious Notarial Association of Madrid,
      residing in this capital. there appeared:

Mr. JAVIER LÓPEZMINGO TOLMO, of age,
      married, residing in Madrid, with business offices at Avenida de Manoteras 12,
      national identity card No. 3.795.014-Z, in the capacity of representative, in
      the name and on behalf of the company called TELEFONICA PUBLICIDAD E
      INFORMACION S.A., domiciled in Madrid at Avenida de Manoteras 12, incorporated
      under the name of COMPAÑÍA PUBLICITARIA DE EXCLUSIVAS TELEFONICAS
      S.A. (CETESA) for an indefinite period of time by deed executed before
      Mr. José Días Pastor, Notary of Madrid, on July 14, 1967,
      under correlative number 2,115.

Registered in the Mercantile Registry of Madrid in general
      tome 2,181, 1,552 of section 3 of the Companys Book, Folio 56, page
      12,295, registration 1.

The Fiscal Identification Code is A-28/185221.

The by-laws thereof were adapted to the governing
      Companies Law in another public document executed June 26, 1990 before
      Mr. Antonio Francés y de Mateo, Notary of Madrid, under archive No.
      2,670, rectified by another authenticated by Mr. Francés, the same
      notary, on February 8, 1991, under correlative number 590, which were sent to
      such Mercantile Registry where they were registered on page No. M-11255, folio
      1, tome 845, registration 114.

He is empowered to grant this power by the deed of power
      of attorney executed before Mr. Angel Luis de Donesteve y Garra, Notary of
      Madrid, on January 8, 2003, under archive





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No. 8, which was registered under No. 227 on the
      companys page in the Mercantile Registry, an authenticated copy of which
      I have seen, which reveals, inter alia, the powers that are set out below: to
      perform all such acts of management, administration and disposition of asset
      and rights of any type to the extent necessary or convenient to begin, continue
      and conclude the businesses that constitute the business purpose of the company
      and confer and revoke powers of attorney for such purpose.

He states the effectiveness of the power of attorney and
      the full continuance of the powers by which he is acting.

I stipulate that in my judgment, the representative powers
      that have been accredited to me are sufficient to execute this deed of power of
      attorney.

Therefore I, the Notary, do certify that:

-The party is the legal representative of TELEFONICA PUBLICIDAD E
      INFORMACION S.A. and has sufficient authority to grant this power of
      attorney.

-And TELEFONICA PUBLICIDAD E INFORMACION S.A. is a company legally
      incorporated at this time in Madrid, Spain, and is in good standing.

I identify him by his aforesaid identity card and I judge,
      according to his capacity, that he has the legal capacity necessary for this
      act and he says and stipulates that:

He confers a special power of attorney upon
      Messrs. Juan Francisco Gutiérrez Irarrázabal and Raimundo
      Gazitúa Larraín (the Representatives), who, acting
      jointly or separately, may perform the following acts:

1.They
      may purchase and acquire the following shares (the Shares) in
      Impresora y Comercial Publiguías S.A. (Publiguías) in
      the name and on behalf of Telefónica Publicidad e Información
      S.A.: 45,648 shares held by Compañía de Telecomunicaciones de
      Chile S.A., with the authority to sign any public or private instrument
      required for the share purchase and acquisition transactions.

The Representatives may act with ample powers in
      everything relating to fulfillment of this mandate. In particular, without this
      list being a restriction or limitation, they are





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empowered to stipulate the clauses of the share purchase
      agreement or agreements and transfer or transfers that they deem necessary, and
      may, for such purpose, agree to the price, form of payment, number of shares to
      be acquired and purchased, the date of execution thereof, the date and place of
      closing and, in general, the other terms and conditions that they deem
      convenient or necessary to appropriately complete the aforesaid purchase and
      acquisition transactions. They are further specially empowered to demand and
      receive the delivery of the certificates of the shares that are acquired and
      request the registration of the transfers of the shares in the
      Publiguías Shareholders Registry in the name of the principal thereof,
      the voidance of the actual certificates of shares and the issuance and delivery
      of the new certificates representing the shares that are acquired, duly
      extended in the name of the principal.

2.They
      may represent the principal, in relation to the powers conferred in this power
      of attorney, before private or state-owned commercial banks; open bank deposit
      or credit current accounts in banks established in the Republic of Chile; draw,
      endorse, collect, deposit, cancel and protest checks; make and withdraw demand,
      time or conditional deposits; request bank checks; withdraw checkbooks, request
      or contest balances; and, in general, represent the principal with the most
      ample powers before banks in relation to the aforesaid current accounts.

3.They
      may appear in the name and on behalf of Telefónica Publicidad e
      Información S.A. in the filings and forms required by the Central Bank
      of Chile pursuant to Chapter XIV, Title I, of the Compendium of Foreign
      Exchange Regulations and also in the applications to the Foreign Investment
      Committee and in the foreign investment agreements with the Government of
      Chile. The Representatives are authorized to make foreign investment
      contributions in any of the forms thereof to the country under the Foreign
      Investment Statute or the Foreign Exchange Law and are authorized to sign the
      respective agreements, set the terms and conditions they deem necessary. The
      Representatives are further empowered to convert the foreign investment
      contributions following the instructions of the principal and to collect the
      dividends, distributions or withdrawal of profits and dividends or capital,
      remit dividends or profits and repatriate capital.

4.They
      may represent Telefónica Publicidad e Información S.A. before any
      type of government authority, whether political, administrative, municipal and
      before any type of public or private agency and entity, whether an individual
      or body corporate and, in





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particular, before the Internal Revenue Service in respect
      of any type of application, report and other documentation that may be
      necessary, including applications for a taxpayer identification number or the
      initiation of activities, and withdraw the petitions thereof and enter into
      agreements therewith. The Representatives shall be deemed authorized to be
      notified in the name of Telefónica Publicidad e Información S.A.
      until there is evidence of the extinguishment of the title of representation by
      written notice given by the interested parties to the corresponding office of
      the Internal Revenue Service.

5.If, on
      the date of execution of this power of attorney or on the date of its complete
      legalization, the acts for which this power of attorney is granted have been
      already performed by any of the Representatives, Telefónica Publicidad e
      Información S.A., duly represented, hereby ratifies all terms of such
      acts and contracts.

6.The
      bearer of a copy of this power of attorney is empowered to legalize it in Chile
      with the Ministry of Foreign Relations and to perform all acts necessary that
      are required for this power of attorney to be fully valid and effective in
      Chile.

I make legal reserves and precautions.

The party so stipulated and said, to whom this deed has
      been read at his choice, which he finds satisfactory, ratifies and signs with
      me.

And I, the Notary, do attest to the contents of this
      public deed consisting of five paper pages stamped for exclusive use for
      notarial documents, this page signed and the four previous pages in inverse
      correlative order.

Below is the signature of the appearing party. Signed by:
      Francisco de Asis Pizarro Moreno, paraphed and sealed.

APPLICATION OF FEE UNDER ADDITIONAL PROVISION 3 OF LAW
      8/89.

BASIS FOR CALCULATION: None

APPLICABLE TARIFF: 1, 4, No. 8, 7

TARIFF FEE: 51.24 EUROS

THIS IS A LITERAL COPY of the original with which it
      concurs truly and where it is annotated. I issue this at the request of the
      appearing party according to his capacity in five





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paper pages exclusively for notarial documents, this and
      the four previous pages numbered in inverse correlative order. In Madrid. The
      same day of execution thereof. I attest.

ILLEGIBLE NOTARIAL STAMPS



ILLUSTRIOUS NOTARIAL ASSOCIATION OR MADRID

DEANSHIP

Legalization of the sign, signature and paraph of

Mr. Francisco de Asis Pizarro Moreno, Notary
      of

this Illustrious Notarial Association.

Madrid, March 26, 2004.



|Mrs. María Jesús Guardo Santa
            María            
|-----------------------------------------------------------
|Member of the Board of Directors acting as
            Dean

The signature of Mr. Rodrígo Quiroga
      was

legalized in the Ministry of Foreign Relations

of Chile.

MONICA BIDIRINIS C.

Legalizations Officer

April 7, 2004

LEGALIZATION. Seen in this General Office

of Registries and of Notarial Offices to legalize

the signature of Mrs. María Jesús
      Guardo Santamaría,

member of the Board of Directors of the Madrid

Notarial Association.

Madrid, March 29, 2004

By authority of the General Director

Illegible ..... information from the General
      Registry

Signed by Elena Cid Barreiros

CONSULATE GENERAL OF CHILE IN MADRID, SPAIN

The undersigned Consul General of Chile does certify
      the



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authenticity of the signature of Mr. José
      Antonio Lorenzo of

the Ministry of Foreign Affairs.

Madrid, March 30, 2004.

MINISTRY OF FOREIGN AFFAIRS

Legalizations

Approval to legalize the preceding signature

because it is apparently authentic, without

considering the content of the document

nor ulterior use that may be given thereto.

Madrid, March 30, 2004.

for the Undersecretary

José Antonio Lorenzo

Business Chief

Rodrigo Quiroga Cruz

Consul General of Chile

Proceeding No. 2860. Tariff under Article No. 4/10

Fee US$12  Exchange Differential 1.20

Total received in US$ 13.20

Paid in local currency: 12 

Madrid, March 30, 2004.

I do certify that the proceeding document or

documents were filed on this date under

No. 948 among those of their type, annotated

in the journal book under No. 8212 that I keep

Santiago, April 8, 2004

María Gloria Acharán Toledo

Notarial Office 42  illegible

Illegible, Santiago





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