AGM Statement

Banco Bilbao Vizcaya Argentaria SA
09 February 2004


                'The Board of Directors of Banco Bilbao Vizcaya Argentaria,
                S.A., in its meeting on 3rd February 2004, has resolved:


                A)

                to convene an Ordinary General Shareholders Meeting, which will
                be held in Bilbao, in the Palacio Euskalduna, on Abandoibarra
                Street n0 4, on 27th February 2004, at 12.00 hours at first
                summons, and in the same place at the same time on 28th February
                2004 at second summons, according to the following

                                          AGENDA


                ONE.- Examination and approval, where forthcoming, of the Annual
                Accounts (Balance Sheet, Income Statement and Annual Report) and
                Management Report for Banco Bilbao Vizcaya Argentaria, S.A. and
                its Consolidated Financial Group. Application of earnings;
                dividend payout. Approval of corporate management. All with
                reference to the financial year closed 31st December 2003.

                TWO.- Annulling the resolution passed by the Company's Ordinary
                GSM of 9th March 2002 under agenda item Three, and acknowledging
                the Board of Directors' partial exercise of this authorisation,
                conferral of authority on the Board of Directors, in compliance
                with article 153.1 b) of the Spanish Companies Act, to increase
                capital in one or more times to a maximum of 50% of the
                Company's subscribed share capital paid up on the date of
                authorisation. The Board would be able to issue capital for the
                amount it decides, over a period of not more than five years.
                This may be done by increasing the nominal value of existing
                shares or by issuing new ordinary, privileged, redeemable or any
                other type of shares, as permitted by Law, with or without
                voting rights, and with or without preferential subscription
                rights. Should the issue be without preferential subscription
                rights, the shares shall be issued at their fair value,
                according to legal requirements. This is covered by the
                provisions of article 161.1 of the Spanish Companies Act. Also,
                to confer authority on the Board of Directors to amend article 5
                of the Company's Bylaws.


                THREE.- Annulling, insofar as unused, the authorisation
                conferred at the Company General Shareholders Meeting of 9th
                March 2002 under item Four on its agenda, to authorise the Board
                of Directors to issue fixed-yield securities, of any class or
                kind, including swappable securities, not convertible into
                shares, to a maximum nominal sum of 71,750 million Euros.


                FOUR.- Amendment of articles 24 'Proxy to attend the GSM'; 29
                'Shareholders' right to information'; 31 'Adoption of
                Resolutions'; 34 'Number and Election'; 35 'Requirements for
                Directors'; 37 'Vacancies'; 38 'Chairman and Secretary of the
                Board' and 45 'Creation and composition'; of the Company's
                Bylaws.


                FIVE.- Approval, where forthcoming, of the Regulations of the
                BBVA General Shareholders Meeting. Information to the GSM
                regarding the Regulations of the Board of Directors.


                SIX.- Delegation of authority to request listing or de-listing
                of Banco Bilbao Vizcaya Argentaria, S.A. shares on foreign
                Securities Exchanges.

                SEVEN.- Authorisation for the Company to acquire treasury stock
                directly or through Group companies, in accordance with Article
                75 of the Consolidated Text of the Spanish Companies Act,
                establishing the limits to or requirements for these
                acquisitions, with express powers to reduce the Company's share
                capital to write off treasury stock. To confer necessary
                authority to the Board of Directors to execute the resolutions
                passed by the GSM in this respect, annulling the authorisation
                conferred by the GSM held 1st March 2003.


                EIGHT.- Re-election of the Auditors for the 2004 Accounts.


                NINE.- Appointment, re-election, as applicable, of members of
                the Board of Directors.


                TEN.- To place freely disposable reserves in a special fund to
                cover possible costs of extraordinary early retirement plans, to
                the amount and under the terms that the Bank of Spain may
                authorise at any time.


                ELEVEN.- Conferral of authority to the Board of Directors, with
                powers of substitution, to formalise, correct, interpret and
                implement the resolutions adopted by the GSM.




                ATTENDANCE:

                The Meeting may be attended by holders of 500 or more shares
                lodged in the corresponding Ledger at least five days before the
                date on which the GSM is to be held. Holders of few shares may
                group together until they have at least the required number.
                They must apply for the corresponding Group Badge from any BBVA
                offices.

                By virtue of article 106 of the Spanish Companies Law and
                article 24 of the Company Bylaws, representation at the GSM may
                be delegated to another shareholder using the following formula,
                printed on the attendance card:


                'The shareholder to whom this card has been issued confers his/
                her representation for this GSM to the shareholder Mr/Ms ......
                .................... with instructions to vote in favour of the
                proposals included on the agenda (see attached sheet) and any
                others that may be validly presented, in the manner proposed by
                the Board of Directors, unless otherwise indicated immediately
                below:

                ...............................................................
                ...............................................................
                ...............................................................
                ...............................................................
                ..................


                Should I send the proxy without designating a proxy shareholder,
                it shall be understood that I confer my representation to the
                Chairman of the GSM.


                Should the proxy be subject to a conflict of interests in voting
                on any of the items submitted to the GSM, I authorise him/her to
                designate a third person to exercise my representation.'




                RIGHT TO INFORMATION:

                Likewise, once the GSM has been called, in compliance with the
                Spanish Companies Act, Shareholders may find, at the BBVA
                registered offices in Bilbao, Plaza de San Nicolas 4, the Annual
                Accounts and Management Reports that will be submitted to GSM
                approval, along with the Auditors' Reports on the individual and
                consolidated Accounts. Shareholders may also find the full text
                of the amendments to the Bylaws being proposed, and the reports
                from the directors and auditors required to adopt resolutions
                included on the agenda that require such information.
                Shareholders may request all the above-mentioned documents be
                delivered or sent to them immediately and at no charge.


                The documents related to the GSM may also be found on the
                company's Website at the following internet address:
                www.bbva.com



                NOTARY FOR THE GENERAL SHAREHOLDERS MEETING:

                The Board of Directors has resolved to require the presence of a
                Notary Public to take the minutes of the GSM, in accordance with
                article 114 of the Spanish Companies Act, in relation to article
                101 of the Mercantile Registry Regulations.



                N.B.:


                THE GENERAL SHAREHOLDERS MEETING WILL FORESEEABLY BE HELD AT
                SECOND SUMMONS ON 28TH FEBRUARY 2004 AT THE TIME AND PLACE
                SHOWN, UNLESS THE SHAREHOLDERS ARE OTHERWISE NOTIFIED THROUGH
                THE DAILY PRESS.


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                B)

                to recommend that the next General Meeting appoint Jose Antonio
                Fernandez Rivero and Carlos Loring Martinez as new directors.
                Jose Antonio Fernandez Rivero will join the board as an external
                director and Carlos Loring Martinez as an independent director.


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