Launch of Exchange Offer

Banco Bilbao Vizcaya Argentaria SA
23 January 2001



                        BBVA TO LAUNCH EXCHANGE OFFER FOR
                            100% OF BANCO FRANCES

-  Exchange ratio implies a premium of 26,8%, al offering two BBVA
shares for every three shares of Banco Frances, in order to acquire
the 32% of capital BBVA doesn't control

-  BBVA reaffirms its confidence in the Argentine economy and the
strategic, long term value of its investment in the country

-  BBVA, one of the leading banking groups in Europe and Latin America, will
apply to list its shares on the Bolsa de Comercio de Buenos Aires (Buenos Aires
Stock Exchange)

- The transaction will allow shareholders of Banco Frances to become
shareholders of BBVA, a successful, diversified European and Latin American bank
and to have greater liquidity for their investment

BBVA's Board of Directors today announced its intention to formulate an
exchange offer for the 32% of Banco Frances's capital it does not own, in order
to acquire 100% of this bank's capital. BBVA will offer Banco Frances
shareholders two new BBVA shares for every three shares in Banco Frances. BBVA
reaffirms with this transaction its confidence in the Argentine economy and the
strategic, long term nature of its investment in the country, where it has 
accumulated an investment of 1.500 million dollars since 1996.


The decision of the Board of Directors, which met today, in Madrid, has been
officially disclosed to the Spanish, Argentine and United States authorities.
The transaction is designed to increase the presence in the shareholding
structure of BBVA, one of Europe and Latin America's leading financial groups,
with high degrees of solvency and profitability, as measured by international
standards.

Once  the  approvals of the competent authorities have  been  obtained,
the  offer  will  extend to all Banco Frances shares not controlled  by
BBVA  which trade on the Bolsa de Comercio de Buenos Aires (Buenos Aires
Stock  Exchange), on the Latin American Euro Stock Market (Latibex), and
under  the  form of ADS (American Depositary Shares), on  the  New  York
Stock Exchange.

A premium of 26,8%

The  offer would establish an exchange ratio of two newly-issued  BBVA
shares  for  every  three shares in Banco Frances.  This  exchange  ratio
implies  a  premium of 26,8% for Banco Frances shareholders,  calculated
at yesterday's closing price for BBVA compared to the average  price  of
Banco  Frances' shares on the Buenos Aires Stock Exchange  during  the
last 21 days.

BBVA will apply to the Buenos Aires Stock Exchange to list its  shares,
which today trade on five other stock markets.

The  offer will, in effect, permit Banco Frances shareholders to become
shareholders  of BBVA, a leading bank in Europe and Latin America,  with
an  implied  premium  of xx% on the exchange of their  shares  in  Banco
Frances  for  BBVA  shares  and  the security  of  liquidity  for  their
investment.

BBVA's Board of Directors has called a General Shareholders' Meeting for March
10, in order to submit to the assembly an increase in the Bank's share capital
and to issue the new BBVA shares offered in exchange for Banco Frances shares.

In  the  event that all shareholders of Banco Frances accept the offer, the 
proposed  capital increase would represent 1,4% of BBVA's  present share 
capital,  with an approximate value of 700 million  dollars, at current market
price.

BBVA will began the pertinent formalities to obtain all authorizations necessary
prior to launching the exchange offer.

BBVA Group

BBVA, named by 'Forbes' (a U.S. magazine) as 'best bank in the world in 2000',
is the leading Spanish financial group by stock market capitalization 54
billion euros and ranks second in the Euro zone as off the close of yesterday's
market session on the Spanish Stock Exchange.

Present  in  a  total of 37 countries, as at September 2000  BBVA  had  a
network  of 8.921 branches and 110.077 employees. Its net  profit  as at  the
same date was 1.566 million euros, with a return on equity (ROE) of  21,8%  and 
a  capital adequacy  ratio  of  11%.  BBVA  is distinguished among major
international banks for its high  ratings (AA) awarded by the international
Rating Agencies.

In the last five years; BBVA  shares  have  enjoyed  a  cumulative appreciation 
of 443%, placing it among the major worldwide  groups in creating shareholder
value.

BBVA,  which  holds leadership positions in Spain's financial  business
and  has a significant industrial holding portfolio, is also, one of the
largest  financial groups in Latin America, with a presence in  thirteen
countries and important holdings in the Banking and Pension business.

Since 1995 it has built a banking franchise which has become a leader  in
the  region,  enjoying market share of approximately  10%  in  customer
funds.  It  is  also  the leader in private pension management,  with  a
share of nearly 30% of the total.

BBVA  has  invested in the aggregate 1.500 million dollars in Argentina
since  1996,  when it made its first investment in Banco Frances,  which
subsequently acquired Banco de Credito Argentino by merging both  banks
to  form  the  second/third largest private bank in  Argentina,  with  a
market share of 9,2% in deposits.

BBVA-Banco Frances

BBVA-Banco  Frances is the second largest private bank in Argentina  by
deposit  volume, with a market share of 9.2%.  At September  30,  2000,
Banco Frances managed total assets of 12,079 million dollars through  a
network of 362 branches and a workforce of 5,599 people.

The  bank's  net profit, as at September, was 126 million dollars,  with
return on equity (ROE) of 17.5%.

DISCLAIMER

This  communication  shall not constitute an  offer  to  sell  or  the
solicitation  of  an  offer  to buy, nor  shall  there  be  any  sale  of
securities  in  any jurisdiction in which such offer,  solicitation  or
sale would be unlawful prior to registration or qualification under  the
securities laws of such jurisdiction.

These  materials contain certain forward-looking statements  within  the
meaning  of  the  Private Securities Litigation  Reform  Act  of  1995,
including,  among  other  things, the  intention to  initiate  an
exchange  offer and a cash tender offer.  The forward-looking statements
included  in  these  materials are based on current  expectations,  but
actual  results  may differ materially from anticipated future  results.
Certain  factors  which could cause the actual individual  and  combined
results  of  Banco  Bilbao  Vizcaya  Argentaria,  S.A.  ('BBVA'),   BBVA
Banco Frances S.A. ('Banco Frances') and BBVA Banco Ganadero  ('Banco
Ganadero')  to  differ  materially from  the  expected  results  are
described  in the reports filed by each company with the  Securities
and Exchange Commission  ('SEC'), including their 1999 annual reports on
Form 20-F and exhibits and amendments thereto.

Other than the information contained in this press release, BBVA has not filed
with the SEC any information relating to the exchange offer for Banco Frances'
shares or the cash tender offer for the shares of Banco Ganadero.  BBVA will be
filing with the SEC a registration statement on Form F-4 for the exchange offer
and a Schedule TO for the cash tender offer and other relevant documents
concerning these two offers.  WE URGE INVESTORS TO READ THE DEFINITIVE
REGISTRATION STATEMENTS / PROSPECTUSES AND SCHEDULE TO AND ANY OTHER RELEVANT
DOCUMENTS THAT BBVA FILES WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.

Investors will be able to obtain copies of the registration statements, Schedule
TO and other documents filed with the SEC from the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549, Telephone [phone],
Fax [phone], Email: [e-mail].  In addition, documents
(excluding any exhibits) filed with the SEC by BBVA will be available free of
charge from the Director of Investor Relations of BBVA at Plaza de San Nicholas
4, 48005 Bilbao, Spain.  Telephone [phone].  READ THE DEFINITIVE
REGISTRATION STATEMENTS / PROSPECTUSES AND SCHEDULE CAREFULLY BEFORE MAKING A
DECISION REGARDING THE EXCHANGE OFFER OR THE CASH TENDER OFFER.