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                                                                   EXHIBIT 4.21

                     ADDITIONAL CLAUSE TO TECHNICAL CAPACITY
                        AND MANAGEMENT TRANSFER AGREEMENT

A.     INTRODUCTION

       Subsequently to the signature of this agreement, certain facts have
       occurred which, in the discretion of the parties, need to be documented.
       Furthermore, it is the desire of the parties to define the scope and
       meaning of some provisions contained in this contract, so that it will be
       properly construed in accordance with the intention of the parties at the
       time of its signature. Therefore, this additional clause is being signed.

B.     FACTS.- Facts occurred are as follows:

       By public deed dated December 31, 1994, the merger by takeover of Entel
       Peru S. A. by Compania Peruana de Telefonos S. A. took place, and the
       company reorganization provided for in article 8 of the contract was
       carried out.

       On January 21, 1995, the Special General Meeting of Shareholders agreed
       to change the firm's name from COMPANIA PERUANA DE TELEFONOS S.A. to
       CPT - TELEFONICA DEL PERU S.A. (hereinafter Telefonica del Peru).

       As a result, the following is documented:

       a)     Telefonica del Peru has automatically subrogated to all rights and
              obligations corresponding to it under the relevant Technical
              Capacity and Management Transfer Agreement entered into between
              Telefonica Internacional and ENTEL PERU S. A.

       b)     Telefonica del Peru and TELEFONICA INTERNACIONAL are currently the
              contracting parties.

C.     CLARIFICATIONS

       C.1    Technical Capacity Transfer

              The technical capacity transfer referred to in article 3 of this
              contract is related, not only to the existence of technical
              know-how and specialized industrial expertise, but, primarily, to
              the transfer of such technical know-how and expertise to which
              Telefonica Internacional binds itself directly or through its
              corporate group throughout the effectiveness of this contract.

       C.2    Integral Management and Management Capacity

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              The direction and management of Telefonica del Peru are exercised
              by its Board and its General Manager, as provided for in the
              General Societies' Act and in its Charter.

              The integral management and management capacity referred to in
              article 4 of this contract must be understood as the transfer to
              Telefonica del Peru of the expertise of Telefonica Internacional,
              either directly or through its corporate group in the
              telecommunications business management, without prejudice to the
              participation that officers designated by Telefonica Internacional
              and hired for the purpose by Telefonica del Peru, may have in
              directing the management of Telefonica del Peru without thereby
              adversely affecting the nature of technological transfer that
              creates for Telefonica del Peru the obligation to pay royalties.

              Telefonica Internacional undertakes to transfer the expertise it
              owns in managing the telecommunications business, same which
              encompasses the contribution of all capacities, synergies and
              resources; the drafting and implementation of general,
              organization, administration, marketing and commercialization, and
              purchasing policies; strategic planning; network and services
              expansion, and other similar services associated to business
              management in the telecommunications field.

       C.3    Article 4.4 of this contract is referred to Telefonica del Peru
              being responsible for paying all of the compensation applicable to
              the staff originating from Telefonica Internacional or from its
              corporate group, that Telefonica del Peru may engage hereunder.

       C.4    Income from Services

              It is stressed that the term "Income from Services" is referred to
              income accrued in accounting.

       C.5    Complementary Services

              Complementary services referred to in article 6 of this contract
              are those which, unlike the technical know-how and assistance
              referred to in articles 3 and 4 of this contract, suppose the
              provision of services implying the application of specialized
              knowledge, performed in accordance with guidelines imparted and
              submitted to the supervision of Telefonica del Peru.

       C.6    Fee Amount and Invoicing Procedure

              It is stressed that the fee increases referred to in article 7.1
              of this contract must be withheld from the total fee amount and
              paid to the Peruvian State by Telefonica del Peru for account of
              Telefonica Internacional. For these purposes, the Comptroller's
              Central Management of Telefonica del Peru will notify Telefonica
              Internacional, based on the Operating Profit and Income from
              Services figures established in article 5.3 of this contract, the
              total fee amount that is

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              to include any applicable taxes to be entered into the Peruvian
              Department of Public Finance for account of Telefonica
              Internacional. Telefonica Internacional, for its part, will
              invoice the full fee amount from which Telefonica del Peru will
              perform the aforesaid tax withholding.

To signify their concurrence, the parties sign this additional clause through
their duly authorized representatives, on the date specified below their
signatures.

T.I. TELEFONICA INTERNACIONAL               TELEFONICA DEL PERU
DE ESPANA S.A.

/s/ Ignacio Santillana del Barrio           /s/ Rafael Hernandez
-----------------------------------         ----------------------------------
Name:  Ignacio Santillana del Barrio        Name:  Rafael Hernandez
Position:  Authorized Advisor               Position: Chairman of the Board
Date:  May 23, 1995                         Date:  May 23, 1995


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