Exchange Offering

Banco Santander Central Hispano SA
17 February 2000


                                            Madrid, February 17th 2000

Following our notification to you dated February 10th an in relation to what was
announced on that date, BANCO SANTANDER CENTRAL HISPANO, S.A. is pleased to
advise you as follows:

1.     Exchange offering for shares and ADS's of BANCO RIO DE LA PLATA, S.A.

BANCO SANTANDER CENTRAL HISPANO notifies its decision to present in Argentina
and the U.S.A. a take-over bid by the exchange of securities for the shares and
American Depositary Shares (ADSs) of BANCO RIO DE LA PLATA, S.A. ('BANCO RIO')
detailed below, and advises you of its proposal to immediately commence the
necessary legal formalities to effectively launch such bid.

2.     BANCO RIO shares involved in the bid:

The aim of the bid is to acquire, directly or indirectly (by acquiring ADS's
representing the shares) up to a maximum of 94,666,698 ordinary class B shares,
either presently outstanding or which may result from converting BANCO RIO class
A shares into class B shares, prior to the conclusion of the time-limit for the
acceptance of the bid.  The bid is aimed (subject to current legislation in
Argentina and the U.S.A. and in the manner stipulated thereby) to the
shareholders of BANCO RIO and the holders of BANCO RIO ADS's listed on the New
York Stock Exchange.

As was advised at the appropriate time, when calculating the aforementioned
number of shares involved in the bid, the shares directly or indirectly
controlled by BANCO SANTANDER CENTRAL HISPANO and the BANCO RIO shares directly
or indirectly involved in the put and call options agreed by BANCO SANTANDER
CENTRAL HISPANO on September 30th 1998, maturing in June 2001, have been
disregarded.

3.     Conditions:

3.1    The decision to present the bid will not take effect if, prior to the
time that it is irrevocably launched, any of the following events occur in the
opinion of BANCO SANTANDER CENTRAL HISPANO:

(a)    any significant disturbance in the normal operation of the securities
markets of Buenos Aires, New York and Madrid, involving the prolonged suspension
from listing of the shares or ADS's of BANCO RIO or BANCO SANTANDER CENTRAL
HISPANO, or a significant limitation to the trading of such shares or ADS's;

(b)    if the listed share price of BANCO SANTANDER CENTRAL HISPANO on the
Spanish Continuous Market at the close of any trading session is 25% lower or
more than the closing price on February 9th 2000;

(c)     if, at the close of any trading session, the value of the IBEX 35
Spanish stock index, expressed in Euros, or the value of the MERVAL index of the
Buenos Aires Stock Exchange, expressed in U.S. dollars, is less than 25% or more
than the value of the same index, in the aforementioned respective currency, at
close of trading on February 9th 2000;

(d)     any other specific events which could mean a significant adverse change
for BANCO SANTANDER CENTRAL HISPANO or BANCO RIO, their business or the listing
of their shares, and which are defined as determining conditions for not
carrying out the bid by BANCO SANTANDER CENTRAL HISPANO;

(e)     if the General Meeting of Shareholders of BANCO SANTANDER CENTRAL
HISPANO called for March 3rd and 4th 2000, fails to approve the capital increase
with total exclusion of preferred subscription rights necessary for carrying out
the exchange of securities envisaged.

3.2     Furthermore, at the option of BANCO SANTANDER CENTRAL HISPANO, the
decision to carry out the bid may not be exercised in the event of the
non-obtaining, prior to ninety (90) natural days from February 10th last, of all
the authorisations, administrative and regulatory registrations (including
banking regulatory authorisations) concerning exchange control, defence of
competition or of any other type (or if, having been obtained, any of such
authorisations or registrations should be considered ineffective) necessary or
appropriate for BANCO SANTANDER CENTRAL HISPANO to be admitted to the public
offering system in Argentina, the admission of its shares for listing on the
Buenos Aires Stock Exchange, the implementation of the bid in Argentina
(authorisation for which may be requested beforehand by BANCO SANTANDER CENTRAL
HISPANO with the express condition that within the time-limit indicated herein,
the authorisation is granted and the other conditions are met) and in the
U.S.A., the acquisition in fee simple, with full rights and free available of
the shares and ADS's of BANCO RIO acquired as a result of the offerings made by
BANCO SANTANDER CENTRAL HISPANO, and in general, the conclusion of the bid with
full effect.

3.3     From the time that the bid is considered irrevocable in Argentina and
the U.S.A., it will be conditional on the following events.  Should any of such
events occur, in the opinion of BANCO SANTANDER CENTRAL HISPANO, prior to the
finalisation of the acceptance period, the latter will be authorised to cancel
the bid:

(a)     any significant disturbance in the normal operation of the securities
markets of Buenos Aires, New York and Madrid, involving the prolonged suspension
from listing of the shares or ADS's of BANCO RIO or BANCO SANTANDER CENTRAL
HISPANO, or a significant limitation to the trading of such shares or ADS's;

(b)     if the listed share price of BANCO SANTANDER CENTRAL HISPANO on the
Spanish Continues Market at the close of any trading session is 25% lower or
more than the closing price of the trading session prior to the day of the
obtaining of the last of the specific authorisations required for the
implementation of the bid in Argentina and the U.S.A.;

(c)     if, at the close of any trading session, the value of the IBEX 35
Spanish stock index, expressed in Euros, or the value of the MERVAL index of the
Buenos Aires Stock Exchange, expressed in U.S. dollars, is less than 25% or more
than the value of the same index, in the aforementioned respective currency, at
close of the trading session prior to the day of the obtaining of the last of
the specific authorisations required for the implementation of the bid in
Argentina and the U.S.A.;

(d)     any other specific events which could mean a significant adverse change
for BANCO SANTANDER CENTRAL HISPANO or BANCO RIO, their business or the lisitng
of their shares, and which are defined in the documentation of the offering as
determining conditions for not carrying out the bid;

(e)     the non-obtaining, prior to the conclusion of the time-limit for the
acceptance of the Bid, of the resolution of the General Meeting referred to in
paragraph e) of section 1 above, or any of the authorisations and registration
referred to in section 2 above (if the bid has been filed prior to obtaining
such resolution, authorisations and registrations), or if any of them should be
considered ineffective.

4.     Consideration and exchange

The Executive Committee of BANCO SANTANDER CENTRAL HISPANO has decided to
definitely establish the exchange ratio mentioned above at (i) five (5) BANCO
SANTANDER CENTRAL HISPANO shares for every seven (7) BANCO RIO shares, and (ii)
ten (10) ADS's of BANCO SANTANDER CENTRAL HISPANO for every seven (7) ADS's of
BANCO RIO.

The BANCO SANTANDER CENTRAL HISPANO shares to be used as consideration in the
bid (directly or in the form of ADS's) will be of the same class and series as
the present shares of BANCO SANTANDER CENTRAL HISPANO, entitling their holders,
from the time of issue, to the same political and economic rights as the
presently outstanding shares, (this shares will not attach the right to receive
the complementary dividend for the profits or year 1999, to be approved by the
shareholder meeting, that might approve the rights issue).  On today's date, the
notice of the General Meeting of Shareholders of BANCO SANTANDER CENTRAL HISPANO
has been published, to be held on March 3rd 2000 (at first notice) and March 4th
2000 (at second notice).  Among the items on the Agenda to be submitted to such
Meeting is the increase of capital of BANCO SANTANDER CENTRAL HISPANO in a
nominal amount of 33,809,535 euros, by the issuing and placing in circulation of
67,619,070 new shares with a nominal value of fifty euro cents (0.50 euros)
each, with exclusion of preferred subscription rights and the possibility of
incomplete subscription.  The purpose of the foregoing is to cover the exchange
of shares and ADS's of BANCO RIO.



Banco Santander Central Hispano, S.A.