Supplement Offering Circular

Banco Bilbao Vizcaya Argentaria SA
03 February 2006


SUPPLEMENT DATED 3RD FEBRUARY, 2006 TO THE OFFERING CIRCULAR DATED 18TH JULY,
2005

                     BBVA Senior Finance, S.A. Unipersonal
                 (Incorporated in Spain with limited liability)

                  BBVA Subordinated Capital, S.A. Unipersonal
                 (Incorporated in Spain with limited liability)

                     Banco Bilbao Vizcaya Argentaria, S.A.
                 (Incorporated in Spain with limited liability)

               €20,000,000,000 Global Medium Term Note Programme


This Supplement (the Supplement) to the Offering Circular (the Offering
Circular) dated 18 July 2005 which comprises a base prospectus constitutes a
supplementary prospectus for the purposes of Section 87G of the Financial
Services and Markets Act 2000 (the FSMA) and is prepared in connection with the
Global Medium Term Note Programme (the Programme) established by BBVA Senior
Finance, S.A. Unipersonal and BBVA Subordinated Capital, S.A. Unipersonal (the
Issuers).  Terms defined in the Offering Circular have the same meaning when
used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the
Offering Circular and any other supplements to the Offering Circular issued by
the Issuers.

Each of the Issuers and Banco Bilbao Vizcaya Argentaria, S.A. (the Guarantor)
accepts responsibility for the information contained in this Supplement.  To the
best of the knowledge of each of the Issuers and the Guarantor (which have taken
all reasonable care to ensure that such is the case) the information contained
in this Supplement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

On 25 January 2006, the Guarantor published its consolidated interim financial
statements as at and for the twelve month period ended 31 December 2005.  A copy
of those interim financial statements has been filed with the Financial Services
Authority and, by virtue of this Supplement, those interim financial statements
are incorporated in, and form part of, the Offering Circular.  Copies of all
documents incorporated by reference in the Offering Circular can be obtained
from the Issuers, the Guarantor and the Paying Agent in London as described on
page 20 of the Offering Circular.

In addition, the Offering Circular shall be amended as follows. The first
sentence under the heading 'Summary Financial Information' contained in the
'Summary of the Programme' on page eight of the Offering Circular should be
deemed to be deleted and replaced by the following sentence:

'As at 31st December, 2005 BBVA's total assets were €392,389 million and its
operating profit for the year then ended was €6,823 million.'

As anticipated and explained under the heading 'Transition to International
Financial Reporting Standards' on page 94 of the Offering Circular, BBVA has
prepared its consolidated financial statements for the year ended 31st December,
2005 in conformity with IFRS and for comparison purposes, a consolidated balance
sheet as of 31st December, 2004 and a consolidated statement of income for the
year then ended have also been prepared in accordance with IFRS and are set out
in the interim financial statements incorporated by reference into the Offering
Circular by virtue of this Supplement.

To the extent that there is any inconsistency between (a) any statement in this
Supplement or any statement incorporated by reference into the Offering Circular
by this Supplement and (b) any other statement in or incorporated by reference
in the Offering Circular or other previous supplements, the statements in (a)
above will prevail.

Save as disclosed in this Supplement and any supplement to the Offering Circular
previously issued, there has been no other significant new factor, material
mistake or inaccuracy relating to information included in the Offering Circular
since the publication of the Offering Circular.


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