Issue of Equity

Banco Bilbao Vizcaya Argentaria SA
27 November 2006




DISCLOSURE OF RELEVANT EVENT


BBVA reports that its board of directors, 24th November 2006, in exercise of the
authority conferred by the Annual General Meeting of 28th February 2004, has
resolved to increase BBVA's share capital by a nominal amount of €81,350,304.21,
issuing and putting into circulation 166,021,029 ordinary shares of €0.49
nominal value each, from the same class and series as existing BBVA shares, and
to be represented in book entries.



Capital Increase: Purpose.



This capital increase aims to raise approximately €3 bn with the purpose of
reinforcing BBVA's equity structure in such a way as to achieve the Group's
forecast growth whilst maintaining capital adequacy suitable for its volume of
business and position in the market.



Accelerated bookbuilding procedure.



The capital issue shall be carried out by private placement amongst qualified
institutional investors (the 'Investors') using the accelerated bookbuilding
procedure, which will be implemented as follows:



(a)          The demand prospecting (bookbuilding) period, during which
proposals will be formulated by the Investors to subscribe to the shares will
begin today, 27th November 2006. Its maximum duration will be two working days,
although the issuer may bring forward the deadline at its discretion.

(b)          Once the bookbuilding period has concluded, the bid price will be
determined and subscription proposals shortlisted, after which the shortlisted
subscription proposals will be confirmed and the shares definitively allocated
to investors.

(c)          Once the shares are allocated, the bookrunners will subscribe and
pay them up in their own name but to the account of the final Investors.
Afterwards, the public capital increase deed will be granted and filed with the
Vizcaya Company Registry, and IBERCLEAR will allocate the registry references
for the shares to the bookrunners. Once the new shares are officially listed,
the special stock-exchange transaction will transfer the shares to the final
Investors.

(d)          Finally, the special stock-exchange transaction will be settled and
the corresponding money be paid up by the final investors.

BBVA will duly inform the market of the progress of the capital increase by
filing the corresponding relevant events.



The dates given above may be altered in view of events.



In order to ensure the most suitable, efficient placement of its shares, BBVA
has signed a placement agreement with Merrill Lynch International and Morgan
Stanley & Co. International ltd. (the 'Bookrunner Banks') who, along with BBVA,
will disseminate and promote the offering exclusively amongst qualified
institutional investors. At the end of the private placement period, once
existing demand is known through the bookbuilding process, the price will be
determined.





Issue price - Pricing procedure



The shares will be issued at their nominal value of €0.49 each, plus the issue
premium determined under the terms and conditions set out below.



The issue price will be established with the help of the Bookrunner Banks
specialising in equity distribution and with proven expertise in this type of
operation. In this manner, once this Relevant Event has been disseminated, the
Bookrunner Banks selected will intensively market the offering exclusively
amongst qualified investors that are able to rapidly assess the offering and
determine the amount and the price that they would be willing to pay.

In an accelerated increase, the issue price of the new shares will be
established according to the outcome of the bookbuilding process that the
Bookrunner Banks carry out on behalf of the issuer.

Once the placement price is established by the bookbuilding process, the final
terms and conditions of the capital increase will be specified and, in
particular, the issue price for the new shares, the number of shares to be
issued, and exactly when the increase will be executed.



Pursuant to article 159 of the Companies Act, an independent auditor designated
by the Vizcaya Company Registry has issued the necessary report, concluding that
the  minimum issue price corresponds with the fair value of the Bank's shares.



Minimum Price



In accordance with the procedure described for accelerated capital increases,
the final price will necessarily be determined at the end of the process and
following the resolution to issue capital adopted by the board of directors,
24th November 2006.

Consequently, as is habitual in this type of operation, the BBVA board of
directors has resolved to establish a minimum issue price below which the
capital increase may not be put into effect. The minimum price has been
established at €18.07 per share. This minimum price has been determined in view
of the closing market price of the BBVA share the day prior to the board of
directors' resolution, ie, the closing price from 23rd November 2006, and in
view of the analysis of past data following the habitual methodology used by the
market to estimate the value at risk in a financial investment (VaR).

The fairness of this minimum price has been confirmed by the obligatory report
from an accounts auditor other than the auditor of the Company's books,
designated for such purpose by the Company Registry.



In the case the shares are issued at this minimum price, the amount of 3 bn of
capital increase mentioned above would be reached with an issue of 166,021,029
shares, which in turn would correspond to approximately 4.9% of  BBVA's issued
capital.





Incomplete subscription



The resolution expressly envisages the possibility of incomplete subscription to
the capital increase or even its non-execution.



Disbursement of shares



Under the structure described, the capital increase and the new BBVA shares will
be paid up in cash. To expedite the listing of the new shares, they shall
initially be subscribed and fully paid up by the bookrunner banks that will act
in their own name and to the account of third parties, to immediately pass them
on to the institutional investors that have confirmed their call orders over the
shares.



Offering targets - Exclusion of preemptive subscription rights



The shares shall be exclusively targeted at qualified investors, as defined
under article 39 of Royal Decree 1310/2005, residing either inside or outside
Spain, principally those described in its paragraph one, ie, targets shall be
legally-recognised entities authorised or regulated to operate on financial
markets, including financial institutions, investment service enterprises, other
authorised or regulated financial entities, insurance companies, collective
investment institutions and their management companies, pension funds and their
management companies, authorised commodity derivative brokers, and entities
whose sole activity is securities investment even if not authorised or
regulated.



This issue shall, consequently, not be a public offering on any securities
market.



On grounds of corporate interest, it has been resolved to suppress the
preemptive subscription right, since this is necessary in order to use the
mechanism described aimed at raising funds at the most favourable price
possible, minimising the financial risks of the operation and taking advantage
of the best conditions on the financial markets.  To such end, the board of
directors has approved its corresponding directors' report which will be duly
disclosed to the shareholders for the Company's next General Meeting.



Additionally, according to applicable regulations, the issue price of the shares
must correspond to their fair value. In order to determine the fair value of the
shares to be issued, the Vizcaya Company Registry was requested to designate an
accounts auditor, other than the auditor of the Bank's accounts, pursuant to
article 159.1.c) of the Company Act.

The Vizcaya Company Registry has named Ernst & Young as auditor other than the
auditor of the Bank's accounts. Ernst & Young has accepted the commission and
has issued its report, under its own liability, confirming the above.

BBVA has drawn up the obligatory directors' report, which, along with the report
from the accounts auditor designated by the Company Registry, pursuant to
article 159.2 will be made available to the shareholders and communicated at the
next General Meeting to be held.



Rights of the new shares



The newly issued shares shall be ordinary shares, the same as those currently in
circulation. They shall be represented by book entries to be recorded by
Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de
Valores, S.A. (Iberclear) and its partner companies.



The new shares shall entitle their holders to their part of any corporate
earnings paid out after the date on which they are recorded in the Iberclear
books and included in total net worth after settlement.





BBVA has requested CNMV, pursuant to article 33 of the Securities Market Act,
that in order to ensure suitable dissemination of this information, it suspend
trading of BBVA shares during the period of time it deems prudent.





Secondary organised markets where the shares are listed. Request for official
listing

BBVA shares are listed on the securities exchanges in Madrid, Barcelona, Bilbao
and Valencia through the round-the-clock linked-exchange trading system (Sistema
de Interconexion Bursatil, Mercado Continuo) and on the exchanges in Frankfurt,
London, Milan, Mexico and Zurich and, as ADS's, on the New York Stock Exchange.



BBVA will request official listing of the new BBVA shares to be issued by virtue
of the capital increase on the securities exchanges in Madrid, Barcelona, Bilbao
and Valencia, so that they be traded through the round-the-clock linked-exchange
trading system (Sistema de Interconexion Bursatil, Mercado Continuo).



Today, at 10:00 a.m. (Madrid time) the transaction shall be presented to
analysts and investors. There will be a live webcast of the presentation which
may be accessed from BBVA's corporate site (www.bbva.com) and which will be
available for replay at BBVA's corporate web during at least the following
month.



                                                             November 2006, 27th


                                                      Press Release  27 Nov 2006



                          BBVA €3.0bn capital increase





O      The purpose of the transaction is to raise BBVA's core capital ratio
above 6%, after the acquisitions made by the Group since 2004, and to fund its
strong organic growth



BBVA has informed the CNMV today that it will increase capital by €3bn. The
transaction will be executed through an accelerated bookbuilt placement directed
to qualified institutional investors only.



The objective of the capital increase approved by the Board of Directors of BBVA
last Friday November 24th  is intended to raise core capital above 6%, in
accordance with BBVA's stated capital management policy.



As a result of the capital increase, BBVA will be able to fund its future
organic growth, whilst maintaining its solvency ratios, volume of activity and
market position.



The pricing of the transaction will be determined after a bookbuilding process,
which will be executed over two days, subject to acceleration.



In order to waive shareholder pre-emption rights, Spanish regulation requires a
minimum issue price to be established by the Board of Directors of BBVA, below
which the shares cannot be legally issued. This minimum issue price has been set
at €18.07.



The Joint Global Coordinators are BBVA, Merrill Lynch and Morgan Stanley. The
Joint Bookrunners are Merrill Lynch and Morgan Stanley, and BBVA will act as
co-Bookrunner.



€4.6bn in acquisitions



The last capital increase executed by BBVA took place in February 2004, to fund
the purchase of the BBVA Bancomer minorities.



In the last two and a half years, BBVA has made, among others, the acquisitions
of Hipotecaria Nacional in Mexico, Granahorrar in Colombia, and Forum in Chile.
It has also acquired Laredo National Bancshares, Texas Regional Bancshares and
State National Bancshares as part of its expansion plan in the US. BBVA has just
announced the agreement to acquire a 5% stake in China CITIC Bank (CNCB) and a
15% stake in CITIC International Financial Holdings (CIFH).



In aggregate, these acquisitions amount to a total of €4.6bn. Such acquisitions
reinforce the Group's organic growth, and have not required any capital increase
until now.



Paste the following link into your web browser to download the PDF document 
related to this announcement: 


http://www.rns-pdf.londonstockexchange.com/rns/7301m_-2006-11-27.pdf




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