Situation offer over BNL

Banco Bilbao Vizcaya Argentaria SA
22 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:

SIGNIFICANT EVENT

BBVA announces that this morning it has informed the other members of the BNL
Shareholder Agreement executed on April 28, 2004, of its analysis of  the
situation created after  Unipol's announcement of July 18, 2005.

As is well known, Unipol disclosed several shareholder agreements with certain
entities that had previously acquired significant participations in BNL that,
added to the stake already declared by Unipol, gave them control over 46,95% of
BNL share capital. Unipol has not launched a competitor offer over BBVA's but
has only announced that it will in the future launch a compulsory offer - it is
obliged to do so according to Italian law- of which only partial information has
been provided.

Once the full contents of the acquisitions and the shareholder agreements are
known, it will be the supervisors and eventually the judicial authorities the
ones in charge of evaluating whether such acquisitions and agreements have been
executed according to law, and of determining their consequences.

However, the fact than such high percentage of the share capital has committed
not to adhere to BBVA's offer, and that other significant stakes are owned by
other entities which in the past months have acted in a manner coinciding with
Unipol's and its partners', make foreseeable that BBVA's offer will not be
accepted by a number of shareholders representing a percentage that will allow
BBVA to reach a stake over 50% in BNL.

BBVA has informed its partners - and through this announcement informs the
markets - that in this situation it will not acquire the BNL shares accepting
the offer if such shares do not allow it to acquire the majority of the share
capital, as BBVA will not waive the condition precedent of the offer which
requires that the offer must be accepted by a number of shares that, added to
the prior stake of BBVA in BNL, represent a percentage higher than 50%.

BBVA regrets that as a consequence of Unipol's and its partners' behaviour, BNL
shareholders will not be able to benefit from the only offer in force currently.
This offer, taking into account yesterday's closing market price, is financially
more beneficial than the offer that Unipol has announced it will launch, which
depends among other factors, on the granting of the necessary authorizations and
on the financial guarantees required by law. BBVA also regrets that these facts
do not allow the implementation of the business plan proposed by BBVA for BNL,
which meant including BNL in a group of greater solvency and better ratings, and
provided for significant investments to improve its commercial and competitive
capacities.

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 22, 2005


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