BANESTO Public Offering

Banco Santander Central Hispano SA
1 October 2002

                     NOTIFICATION OF MATERIAL FACT

BANCO SANTANDER CENTRAL HISPANO, S.A., in accordance with Article 82 of the
Securities Market Act No. 24 dated 28th July 1988, hereby notifies the following

MATERIAL FACT

With respect to the resolution adopted today by the Board of Directors of BANCO
ESPANOL DE CREDITO, S.A. ('BANESTO'), under the delegation of powers agreed at
the General Meeting of Shareholders on 16th February 1999, to undertake a
monetary capital increase with recognition of pre-emptive subscription rights of
present shareholders, notified by BANESTO on this same date as a material fact,
the Executive Committee of the Board of Directors of BANCO SANTANDER CENTRAL
HISPANO, S.A. has resolved to make a public offering of the pre-emptive
subscription rights of BANESTO shares resulting from such capital increase.

Both the capital increase of BANESTO and the aforementioned public offering of
preemptive subscription rights of BANESTO shares to be carried out by BANCO
SANTANDER CENTRAL HISPANO, S.A., as is obligatory, are the object of prior
notifications filed today by BANESTO and BANCO SANTANDER CENTRAL HISPANO, S.A.,
respectively, with the National Securities Market Commission, and describe in
greater detail the terms of such operations. Notwithstanding the foregoing, the
main aspects of the operations are the following:

(a)  The capital increase of BANESTO will be carried out by the issue of
81,686,586 new shares, representing 11.76% of the share capital of BANESTO
following the increase, assuming full subscription. The shareholders of BANESTO
will be entitled to pre-emptive subscription for a proportion which, excluding
BANESTO treasury stock and subject to a shareholder renouncing 9 rights, will be
two new shares for every fifteen old shares held. The rate of issue will be at
par, representing a price of 2.03 euros per share, with no issue premium. The
subscription period will be fifteen days.

(b)  Simultaneously, BANCO SANTANDER CENTRAL HISPANO will make a public offering
of the pre-emptive subscription rights of the new shares resulting from the
capital increase corresponding to its direct holding of 98.97% in BANESTO. In
the offering, the pre-emptive subscription rights will be grouped together in
lots of fifteen, enabling the subscription of two BANESTO shares. The amount to
be paid by the investors will consist of the sum of the face value of the shares
(2.03 euros per share) and the price of the subscription rights established in
the public offering.

(c)  The public offering will be divided into three tranches: a retail tranche,
a Spanish institutional tranche and an international tranche. It is envisaged
that a substantial part of the public offering will be assigned to the retail
tranche. The usual placement procedure for public share offerings will apply.

(d)  The global co-ordination of the offering in all its tranches will be
undertaken by Banesto Bolsa, Credit Suisse First Boston and Santander Central
Hispano Investment.

Madrid, 1st October 2002.



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