Offer Update BNL (Italy)

Banco Bilbao Vizcaya Argentaria SA
30 June 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

BBVA announces, with regard to its public offer over Banca Nazionale del Lavoro,
S.p.A. (BNL), that Bank of Italy has given, in answer to a request by BBVA, an
authentic interpretation of its  authorisation permitting the acquisition of
control of BNL, granted on May 13, 2005,  whereby it considers such
authorisation not conditional upon the acquisition of over 50% of the ordinary
share capital of BNL.  The absence of such condition allows BBVA to be
considered authorised to acquire a participation equal to or lower than 50% of
the ordinary share capital of BNL, as long as it permits the exercise of
effective control over BNL, which will be verified by the Bank of Italy in view
of the result of the offer.

In relation to such clarifying interpretation, BBVA has requested the Bank of
Italy to recognise from this moment, given the present shareholder structure and
the system to choose the board of directors provided for in the by-laws of BNL
(system of lists with premium for the majority), that any stake resulting from
the public offer which is greater than 30% would allow for the control of BNL
according to the concept of  'dominant influence' provided for in the article
23.2 , of the 'Testo unico delle leggi in materia bancaria e creditizia'.

On the other hand, on June 16, 2005, BBVA filed with the Bank of Italy a request
for authorization for the acquisition, always in the context of the public
offer, of a stake up to 30% of the ordinary share capital of BNL.

As soon as BBVA receives the corresponding answers from the Bank of Italy, it
will agree with the CONSOB the publication of 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, June 30, 2005

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