Offer BNL Update

Banco Bilbao Vizcaya Argentaria SA
15 July 2005

 'BBVA, S.A.', pursuant to the provisions of article 82 of the Spanish
Securities Market Act, proceeds by means of the present document to notify the
following:



                              RELEVANT EVENT





Further to the relevant event published on June 30, 2005, BBVA announces that
today the Bank of Italy communicated that, in the event that at the end of the
current public offer,  BBVA understands that it can exercise effective control
over Banca Nazionale del Lavoro, S.p.A. (BNL), through a participation equal to
or lower than 50% of the ordinary share capital, the Bank of Italy will verify
the possibility of exercising such effective control in view of the result of
the public offer. The Bank of Italy has not indicated a specific time frame in
which it will carry out such verification, noting that 'it will take into
consideration the necessity of a quick resolution of the verification process'.



On this day, Bank of Italy has also authorised BBVA to acquire, always in the
context of the public offer, a participation not greater than 30% of the
ordinary share capital of BNL.



In view of such communications of the Bank of Italy, BBVA will publish on July
19, 2005, an  amendment to the Offering Document as is foreseen in article 38.5
of the CONSOB Regulation on issuers.



Excluded markets

The Offer is exclusively promoted on the Italian market, the sole regulated
market on which the Shares are negotiated. The Offer is not being made and will
not be made in or into the United States and in any other State in which such
distribution is subject to restrictions or limitations pursuant to laws in force
in such states (the 'Excluded States'). Excluded States are without limitations
United States of America, Japan, Canada and Australia. This document, and any
and all materials related to the Offer, that the Issuer or the Offeror and any
other person interested in the Offer may issue, should not be sent or otherwise
distributed in or into the United States and in the Excluded States, whether by
use of the United States of the Excluded States mail or by any means or
instrumentality of United States or of the Excluded States interstate or foreign
commerce (including, but without limitation, the mail, facsimile transmission,
telex, telephone and the Internet) or any facility of a United States national
securities exchange or Excluded States, and the Offer cannot be accepted by any
such use, means or instrumentality, in or from within the United States or
Excluded States. Accordingly, copies of this document, the Offer Document and
any related materials are not being, and must not be, sent or otherwise
distributed in or into or from the United States and Excluded States or, in
their capacities as such, to custodians, trustees or nominees holding BNL Shares
for United States and Excluded States, and persons receiving any such documents
(including custodians, nominees and trustees) must not distribute or send them
in, into or from the United States and Excluded States.  Any purported
acceptance of the Offer resulting directly or indirectly from a violation of
these restrictions will be invalid.  No BNL Shares are being solicited from a
resident of the United States and Excluded States and, if sent in response by a
resident of the United States and Excluded States, will not be accepted.

This document is not an offer to sell, or the solicitation of an offer to buy,
securities in the United States and Excluded States. The BBVA Shares being
offered in exchange for BNL shares have not been and will not be registered
under the United States Securities Act of 1933 (the 'US Securities Act') or
under the securities laws of any state of the United States and Excluded States,
and are offered solely outside the United States and Excluded States in offshore
transactions in compliance with Regulation S under the US Securities Act.
Consequently, no BBVA Shares delivered in exchange for BNL Shares pursuant to
the Offer may be offered, sold or delivered directly or indirectly in the United
States and Excluded States, except pursuant to an exemption from registration.



                                                           Madrid, July 15, 2005


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