Offer Update

Banco Bilbao Vizcaya Argentaria SA
20 March 2004




'BBVA, S.A.', pursuant to article 82 of the Spanish Securities Market Law, by
means of this communication informs the following:



                            SIGNIFICANT EVENT




BBVA informs that, according to the information received from Casa de Bolsa BBVA
Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer and The Bank of New York
(as agents in the transaction), the number of shares (including those
represented by ADR's) that have been tendered in the Offer to Purchase shares
representing 40.6% of the capital stock of GRUPO FINANCIERO BBVA BANCOMER, S.A.
de C.V. (BANCOMER), once the period of the offer has concluded, totaled
3,563,903,706, which represent 38.42% of the capital stock of the Mexican
financial entity.



Pursuant to Section 7 of the Information Brochure (Folleto Informativo) of the
Offer in Mexico and to Section 2 of the U.S. Offer to Purchase, BBVA informs its
acceptance of all the shares referred above tendered in the Offer to Purchase
and that, with the acquisition of such percentage, which will take place once
the settlement is made, its equity interest in the capital stock of BANCOMER
will represent 97.84%.



Reaching this percentage, as indicated in the Mexican Information Brochure and
in the U.S. Offer to Purchase,  BBVA has the intention to cause the
corresponding corporate bodies of BANCOMER, to take the necessary steps to
request the delisting of the shares of BANCOMER from the Mexican Stock Exchange,
as well as the cancellation of the corresponding ADS's programs.



We also attach a press release.



                                                                  March 20, 2004



Press release                                 20.3.2004





                         BBVA concludes successfully
         BBVA Bancomer's tender offer and reaches 97.84% ownership





>      The bank buys 38.42% of Bancomer for approximately € 3.17 billion



>      The transaction consolidates BBVA Bancomer as the leading financial group
in Mexico, with a market share greater than 25% in the banking business



BBVA announced today the successful conclusion of its public tender offer to
acquire 40.6% of the outstanding shares of BBVA Bancomer. After the closing of
the transaction, Grupo BBVA will own 97.84% of the shares of the Mexican
financial institution. The successful tender offer reinforces Bancomer as the
leading financial group in the country.



A total of 3.564 billion shares (including shares represented by ADR's),
representing 38.42% of the total capital stock of Grupo Financiero BBVA Bancomer
have been tendered in the Mexican and U.S. offers. BBVA has accepted all of such
shares for payment.



With the acquisition of such shares, which will take place upon settlement of
the transaction, BBVA interest in the capital stock of Bancomer will be
approximately 97.84%.



Having reached this percentage ownership BBVA has the intention to cause
Bancomer to take the necessary steps to request the delisting of the shares of
Bancomer from the Mexican Stock Exchange, as well as the termination of its ADSs
programs.



'We have done this transaction because we want to grow with Mexico,' BBVA's
Chairman Francisco Gonzalez said. 'From now on, Bancomer will be an even
stronger financial institution, with deeper financial strength. A more
diversified bank in terms of risks with a more flexible management style,' he
added. 'On top of that, Bancomer will be in a position to provide better service
to customers and to cooperate with the development of the Mexican financial
system and the Mexican society.'



The acquisition, which has a positive impact on BBVA's EPS, will allow the Group
to accelerate its growth. In addition, timing was appropriate and the
transaction does not carry any integration risks.



Mexican leader



Last February 2, BBVA announced the launching of a public tender offer to
acquire the outstanding shares paying MXN 12 in cash per BBVA Bancomer share
(MXN 240 per ADS), representing a 13.7% premium over the last closing price on
Friday January 30, and an 18.9% premium over the average of the closing prices
of the last thirty trading days. The offer had a total value of MXN 42.78
billion (approximately € 3.17 billion).



The offer was financed through three sources of funds. First, BBVA is using the
core capital generated during 2004. Second, BBVA used funds obtained through the
divestiture of some of the Group's industrial portfolio holdings and
non-strategic financial investments, for a total value of € 1.4 billion. Last,
through a € 2 billion capital increase last February 4, executed in record time,
around four hours.



With this offer, BBVA confirms its commitment to Mexico and to BBVA Bancomer,
which has became one of the main growth drivers of BBVA after its successful
transformation in the past three years into a solid, profitable, innovative and
client-oriented bank.



The tender offer is in line with the profitable growth strategy of BBVA and its
commitment to Mexico as one of the main growth drivers of the Group. At the
launching of the tender offer BBVA explained that this operation had two basic
goals: the creation of shareholders' and strategic value.



BBVA Bancomer operates in one of the most stable economies in Latin America,
with the highest GDP per capita and one of the lowest bancarization levels in
the region.  As such, it operates in a market with high growth potential in the
banking business.



In this context, BBVA Bancomer is in the best competitive position to benefit
from the favorable economic outlook for Mexico in 2004.



In the last three years, BBVA Bancomer has evolved into a success story as a
result of a management strategy that has placed the financial group in a solid,
innovative, profitable and client-oriented position.



The Mexican group successfully managed the integration process started in 2000,
and today it has clear competitive positions:



>      it is the first financial franchise, with a leading position in the
banking business with market shares above 25% in terms of deposits and loans



>      it is the first group in bancassurance (market share of 38.8%), and the
second in pension fund management (21.3%)



>      it is the first group in the business of fund transfers (40%) to and from
persons outside of Mexico, a rapidly growing business



>      it is the first group in total branches in Mexico (1,653 offices), with
leadership in brand awareness and the leading distribution network in 91% of
Mexican states



>      It has a solid capital position and a low level of risk



>       It reached a return on equity (ROE) of 13.3% in 2003 (from 5.6% in
2000), and has improved its efficiency ratio to 53% in 2003 from 70% in 2000.


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            The company news service from the London Stock Exchange