Offer for BNL

Banco Bilbao Vizcaya Argentaria SA
29 March 2005

              (NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES)


      NOTICE UNDER ARTICLE 37, (2) OF THE CONSOB REGULATION NO. 11971/1999


Banco Bilbao Vizcaya Argentaria ('BBVA') informs the market that it has carried
out the filing with the Commissione Nazionale per la Borsa ('Consob') of the
communication pursuant to article 102 (1) Law Decree no. 58/1998 (the
'Communication') regarding its intention to launch a voluntary public exchange
offer (the 'Offer') for the entire ordinary share capital of Banca Nazionale del
Lavoro ('BNL' or the 'Bank') currently not held by BBVA, equal to the aggregate
amount of 2,655,660,664 ordinary shares, of the nominal value Euro 0.72 each,
full dividend rights (the 'Shares'), equivalent to 85.675% of the BNL issued
ordinary share capital, as set forth under the by-laws of BNL, and 85.038% of
the BNL authorised ordinary share capital (inclusive of the saving shares).


With respect to the terms and the conditions of the Offer, BBVA confirms and
fully bear out what stated in the preceding press release issued this morning.


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, 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 persons, 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.


                                                                  29 March, 2005


                      This information is provided by RNS
            The company news service from the London Stock Exchange