Bancomer Tender Offer

Banco Bilbao Vizcaya Argentaria SA
02 February 2004



                                    RELEVANT DISCLOSURE



'BBVA, S.A.', in compliance with article 82 of the Spanish Securities Market Act
(Ley de Mercado de Valores), hereby informs you of the following:


                                        RELEVANT EVENT



BBVA reports that the Board of Directors has resolved to launch a public bid for
the acquisition (after obtaining due administrative authorisation in Mexico and
Spain) over the 3,765,923,204 shares (including those certified as ADSs),
representing approx. 40.6% of the share capital of the Mexican financial
institution, GRUPO FINANCIERO BBVA BANCOMER, S.A. de C.V. (BANCOMER), i.e. the
part it does not currently own. Said bid will offer a cash price of 12 Mexican
pesos per share.



The estimated total investment for this operation, should approx.  40.6% of
BANCOMER's share holders take up the bid, would be approximately  45.2 billion
Mexican pesos (approximately 3,300 million euros). Once the Bid has been
completed, BBVA intends to take measures leading to a request for the de-listing
of BANCOMER shares from the Bolsa de Valores Mexicana, following all applicable
requirements of Mexican legislation.



We attach a press release analysing the strategic rationale of the operation.





                                                     Bilbao,  February 2nd, 2004

PRESS RELEASE
02.02.04



   BBVA launches a Public Tender Offer to Acquire 40.6% of BBVA Bancomer for
                                    € 3.3 Billion



•      The transaction enhances BBVA's Cash EPS by more than 5% from year one,
creates value for its shareholders and meets BBVA's strategic goals



•     BBVA will pay 12 Mexican pesos (MXN 12) per BBVA Bancomer share in cash,
a 13.7% premium over the last closing price on Friday, January 30, 2004



•      BBVA Bancomer is the leading financial group in Mexico, with a market
share greater than 25% in the banking business



•      BBVA Bancomer's shares have appreciated by approximately 111% since June
2000, when BBVA took control of the Mexican group



BBVA announced today its intention to launch a public tender offer to acquire
40.6% of the outstanding shares of BBVA Bancomer, increasing its ownership from
59.4% to 100%. BBVA will pay MXN 12 in cash per BBVA Bancomer share (MXN 240 per
ADS), representing a 13.7% premium over the last closing price on Friday January
30, and an 18.9% premium over the average of the closing prices of the last
thirty trading days. The offer, which intends to delist BBVA Bancomer's shares,
has a total value of MXN 45.2 billion (approximately € 3.3 billion).



With this offer, BBVA will consolidate its position in the number one financial
group in Mexico, leading player in nearly all of the businesses it operates.
BBVA Bancomer is in a great competitive position to take advantage of the
potential of the Mexican economy and the Mexican banking system. The transaction
will create value for BBVA's shareholders, increasing the Cash EPS by more than
5% from year one. At the same time, it is an attractive offer to the
shareholders of BBVA Bancomer.



The transaction accomplishes the strategic goals of the Group, accelerating its
growth and creating value for its shareholders.



With this offer, BBVA confirms its commitment to Mexico and to BBVA Bancomer,
which has became one of the main growth drivers of BBVA after its successful
transformation in the past three years into a solid, profitable, innovative and
client-oriented bank.



This offer is very attractive to BBVA Bancomer's shareholders.  The premium
offered plus the appreciation of the shares since June 2000 (when BBVA took
control of the company) implies a return of 140%.



The offer, in which Morgan Stanley is acting as sole financial advisor to BBVA,
has been communicated to the Spanish and Mexican regulators, and is subject to
the required approvals. Once the offer becomes effective, it will remain open
for 20 business days and is expected to be completed by March 2004.





A Profitable Transaction



BBVA currently has a 59.4% controlling stake in BBVA Bancomer. It is launching
the offer to acquire all of the outstanding shares held by minority
shareholders, representing approximately 40.6% of BBVA Bancomer's outstanding
shares.



The price offered is MXN 12 in cash for each BBVA Bancomer share (MXN 240 for
each ADS), representing a total consideration of € 3.3 billion, if all of the
minority shareholders tender their shares.  The price offered represents a
premium of 13.7% over last Friday's closing price and a premium of 18.9% over
the average of the closing prices during the last thirty trading days.



At the closing of the Offer, BBVA has the intention to request the delisting of
BBVA Bancomer's shares from the Mexican stock exchange (Bolsa Mexicana de
Valores), subject to the applicable requirements of Mexican law.



The acquisition, which will have a positive impact on BBVA's EPS, will allow the
Group to accelerate its growth. In addition, timing is appropriate and the
transaction does not carry any integration risks.



With the objective of maintaining a 6% core capital for BBVA by year-end, the
offer will be financed through three sources of funds.  Firstly, BBVA will use
core capital generated during 2004.  Secondly, BBVA will use funds obtained
through the divestiture of some of the Group's industrial portfolio holdings and
non-strategic financial investments.  Last, BBVA will raise funds from a capital
increase in 2004.



During the last three months, BBVA has executed sales of its industrial
portfolio for a total amount of € 1.4 billion, generating € 615 million of core
capital.



After these sales, BBVA's industrial portfolio has now a current market value of
approximately € 5.9 billion, an amount that is higher than the market value of
the portfolio a year ago, before these sales.



Additionally, BBVA has sold several non-strategic financial investments over the
past few months, namelyf its holdings in Banco Atlantico, Wafabank and Direct
Seguros. The proceeds from these sales amount to a total of € 466 million, and
the core capital generated to € 232 million.



After the transaction, the percentage of BBVA's economic capital allocated to
retail banking will increase from 50% to 57%, while the weight of the industrial
portfolio holdings will decrease from 16% to 9%. This change represents a shift
in capital allocation to the key strategic businesses of BBVA, such as the
retail banking business in a key market for the Group.




With this transaction, BBVA shareholders will see an increase in both EPS and
Cash EPS (EPS plus amortization of goodwill).  According to BBVA estimates, the
impact on both figures will be positive from year one:






    BBVA Estimates                           2004             2005        2006
EPS Impact (%)                                   0.6%            1.0%      2.5%
Cash EPS Impact (%)                              5.2%            6.1%      6.9%

                Using I/B/E/S estimates



The Best Player in a Growing Market



The tender offer is in line with the profitable growth strategy of BBVA and its
commitment to Mexico as one of the main growth drivers of the Group.



BBVA Bancomer operates in one of the most stable economies in Latin America,
with the highest GDP per capita and one of the lowest bancarization levels in
the region, i.e. in a market with a high banking business potential. In this
context, BBVA Bancomer is in the best competitive position to benefit from the
favorable economic outlook for Mexico in 2004.



In the last three years, BBVA Bancomer has evolved into a success story as a
result of a management strategy that has placed the financial group in a solid,
innovative, profitable and client-oriented position.



The Mexican group successfully managed the integration process started in 2000,
and today it has outstanding  competitive advantages:



•      #1 financial franchise, with a leading position in the banking business
and market shares above 25% in terms of deposits and loans



•      #1 group in bancassurance (market share of 38.8%), and #2 in pension fund
management (21.3%)



•      #1 in the business of fund transfers (40%) to and from persons outside of
Mexico, a rapidly growing business



•      #1 in total branches in Mexico (1,653 offices), with leadership in brand
awareness and the leading distribution network in 91% of Mexican states



•      It has a solid capital position and a low level of risk



•     It reached a return on equity (ROE) of 13.3% in 2003 (from 5.6% in 2000),
and has improved its efficiency ratio to 53% in 2003 down from 70% in 2000



                                    *  *  *


This document is only provided for information purposes and does not constitute,
not must it be interpreted as, an offer to sell exchange or acquire, or an
invitation for offers to buy securities issued by any of the aforementioned
companies. Any decision to buy or invest in securities must be made solely and
exclusively on the basis of the information set out in the relevant prospectus
or offer document filed, or otherwise made public by the company or companies
involved in the relevant offer or transaction. The information contained in this
report is not definitive and is subject to changes and modifications and should
not be relied upon in connection with any investment decision.



These materials contain or may contain certain forward-looking statements within
the meaning of the United States Securities Litigation Reform Act of 1995,
including, among other things, concerning GDP growth, the earnings or earnings
per share of Banco Bilbao Vizcaya Argentaria, S.A. ('BBVA') and the proposed
initiation of cash tender offer by BBVA for the shares and ADSs of Grupo
Financiero BBVA Bancomer, S.A. de C.V. ('BBVA Bancomer') or the financing
thereof.  Any forward-looking statements included in these materials are based
on current expectations and estimates, but actual results and events may differ
materially from anticipated future results and events.  Certain factors which
could cause the actual results and events to differ materially from the expected
results or events include: (1) changes in the markets for BBVA and BBVA
Bancomer's products and services; (2) changes in domestic or international stock
market prices, exchange rates or interest rates; (3) macroeconomic, regulatory,
political or governmental changes; (4) increased competition; (5) changes in
technology; or (6) changes in the financial condition, creditworthiness or
solvency of the customers, debtors or counterparts of BBVA or BBVA Bancomer.
Additional factors that could cause the actual results or events to differ
materially from the expected results or events are described in the reports
filed by BBVA with the United States Securities and Exchange Commission ('SEC'),
including BBVA's 2002 annual report on Form 20-F and exhibits and amendments
thereto, and the information furnished by BBVA Bancomer to the SEC in accordance
with Rule 12g3-2(b) under the United States Securities Exchange Act and to the
Mexican Stock Exchange.  BBVA does not undertake to revise or update any of the
information contained herein under any circumstances, including if at any moment
following dissemination of such information it is no longer accurate or
complete.



This document may contain summarized information or public information that has
not been audited, and its recipients are invited to consult the documentation
and public information filed by BBVA with stock market supervisory bodies, in
particular; the prospectuses and periodical information filed with the Spanish
Securities Exchange Commission (CNMV) and BBVA's 2002 Annual Report on Form 20-F
and information on Form 6-K that are filed with, or submitted to the SEC.



Distribution of this document in certain jurisdictions may be prohibited, and
recipients into whose possession this document comes shall be solely responsible
for informing themselves about, and observing any such restrictions. By
accepting this document you agree to be bound by the foregoing restrictions.



WE EXPECT TO COMMENCE THE OFFER UPON RECEIPT OF REQUIRED REGULATORY APPROVALS.
WE CANNOT GUARANTEE THAT SUCH APPROVALS WILL BE RECEIVED, WHEN THE OFFER WILL BE
COMMENCED OR THAT THE OFFER WILL IN FACT BE COMMENCED.



WE URGE INVESTORS TO READ THE DEFINITIVE OFFER DOCUMENTATION THAT WILL BE MADE
PUBLICLY AVAILABLE BY BBVA IN CONNECTION WITH THE PROPOSED OFFER FOR THE SHARES
AND ADSS OF BBVA BANCOMER BECAUSE IT CONTAINS IMPORTANT INFORMATION.




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