Offer Update

Banco Bilbao Vizcaya Argentaria SA
25 February 2004




                               OTHER DISCLOSURES


BBVA reports that GRUPO FINANCIERO BBVA BANCOMER, S.A. de C.V. (BANCOMER) has
informed the Mexican Stock Exchange that in a meeting of its Board of Directors
held today has resolved, based on the recommendation of the Compliance, Audit,
Control and Discipline Committee, to consider that the price offered by BBVA in
the offer to purchase launched in different domestic and foreign markets,
regarding the total amount of the shares, directly or represented by American
Depositary Receipts (ADR's), issued by BANCOMER which are not owned by BBVA to
date, directly or indirectly, is fair from a financial point of view for
purposes of the analysed offer to purchase, considering that the rights of the
minority shareholders of BANCOMER are protected and respected.


On the other hand, it is hereby evidenced that the directors and alternate
directors which are also holders, directly or indirectly, of shares issued by
BANCOMER, have previously informed the other Directors, and hereby collectively,
unanimously and expressly ratify in this meeting, the intention to sell their
shares in the Offer.








                                                       Madrid, February 24, 2004


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