Share Capital Increase

Banco Santander Central Hispano SA
2 June 2000


                             IMPORTANT NOTICE

'Neither this document nor any copy hereof may be taken or transmitted into  the
United States or Canada or distributed, directly or indirectly, in  the  United
States or Canada or to any U.S. person.  Any failure to comply with this
restriction may constitute a violation of U.S. securities laws.

The information contained herein does not constitute an offer of securities for
sale in the United  States and neither this document nor anything contained
herein shall form the basis of any contract or commitment whatsoever. Securities
may not be offered or sold in the United States unless they are registered under
applicable law or exempt from registration.

Any  public offering of securities to be made in the United States will be  made
by  means of a prospectus and will contain detailed information about BSCH and
its management, as well as financial statements.

No money, securities or other consideration is being solicited, and, If sent in
response to the information contained herein, will not be accepted.

BSCH intends to register for sale in the United States a portion of the offering
of the securities.'




Pursuant to Articles 5.2. and 9 of Royal Decree 291/1992 dated 27 March,  on
Issues and Public Offers of Securities, we hereby inform you that  the
Extraordinary Shareholders' Meeting of BANCO SANTANDER CENTRAL HISPANO,  S.A. 
(hereinafter, 'BANCO SANTANDER CENTRAL HISPANO' or the 'BANK'), held in
Santander on June 1, 2000, adopted the following  share capital  increase
resolutions, under points One and Two  of its Agenda and in the terms provided
in the certification:

(i)  Share capital  increase  in a nominal amount  of  one  hundred  and
     fifty  million (150,000,000) euros, by means of the issue of three
     hundred million (300,000,000) ordinary shares with a nominal  value
     of  half (0.5) a euro each, represented by book-entries (the  'First
     Share Capital Increase').
    
(ii) This resolution  was approved with exclusion of pre-emption  rights
     in  order  to  offer  such shares to the public  through  the  usual
     public  offering  procedure  for the  sale  and/or  subscription  of
     securities.  Hereinafter, the referenced  public  offering  for  the
     subscription  of  shares  of  the BANK, approved  by  the  mentioned
     Shareholder'  Meeting,  will be referred  to  as  the  'Subscription
     Public Offering', the 'Public Offering' or the 'Offering'.

(iii)Share  capital  increase  in a nominal  amount  of  twenty-two
     million five hundred thousand (22,500,000) euros, by means  of  the
     issue  of  forty-five million (45,000,000) ordinary shares  with  a
     nominal   value   of  half  (0.5)  a  euro  each,  represented   by
     book-entries (the 'Second Share Capital Increase').
     
(iv) This Second Share Capital Increase, also approved with exclusion  of
     the   pre-emptive  rights,  is  exclusively  destined  to  financial
     entities   participating  in  the  placing  of  the  share   capital
     increased mentioned in section (i) above, to allow such entities  to
     exercise  the share subscription option generally known as a  'green
     shoe'  which  BANCO SANTANDER CENTRAL HISPANO intends to  grant,  as
     further explained in section 4.3 below.

     In  the meeting of June 1, 2000, after the Shareholders' Meeting and
     using  the  powers granted by the Shareholders' Meeting,  the  Board  of
     Directors of BANCO SANTANDER CENTRAL  HISPANO  agreed  to  substitute  all 
    the  faculties  granted  by   the Shareholders'  Meeting  to the Executive  
   Committee of  the  BANK.  Finally,  the Executive Committee in the meeting   
  held the same June 1, 2000, using the  powers granted  by the                 
 Shareholders' Meeting and by the Board of Directors,  agreed  to
     specify  certain conditions for the share capital increases referred  to   
    above, thereby  initiating their process of execution. The details of the   
   share capital increases are the following:

1.   Issuer entity carrying out the Subscription Public Offering

The  Subscription Public Offering will be carried out by BANCO SANTANDER CENTRAL
HISPANO, with corporate domicile at Paseo de Pereda, 9-12, and CIF A-39000013.

BANCO  SANTANDER  CENTRAL HISPANO is registered at the  Commercial  Registry  of
Cantabria  in  Book  448,  Folio  1, Sheet number  1960,  first  inscription of
adaptation,  by means of the public deed granted in Santander on  June  8,  1992
before  the Notary Public Mr. Jose Maria de Prada Diez, with number 1316 of  his
protocol. BANCO SANTANDER CENTRAL HISPANO is registered at the Special  Registry
of Banks and Bankers under number 7.

2.    Nature and characteristics of the securities offered
2.1.  Number of shares

It  is provided that the Subscription Public Offering will be carried out in  an
initial  number of three hundred million (300,000,000) ordinary  shares  with  a
nominal value of half (0.5) a euro each (the 'Offering Shares').

This  initial  number  of  shares may be enlarged by the  amount  of  forty-five
million (45,000,000) ordinary shares with a nominal value of half (0.5)  a euro
each  (the  'Shares of the Enlargement of the Offering'), of  the  Second  Share
Capital Increase.

2.2.   Nature

The  Offering  Shares will be ordinary shares, belonging to the same  class  and
series  as  currently existing shares. As of the date on which the  First  Share
Capital Increase - with or without incomplete subscription- is declared
subscribed and  disbursed  by the Board of Directors of the BANK (or through
delegation  by the  Executive Committee), such Offering Shares will confer on
their holders the same  rights  as  the  shares  of  the BANK in  circulation 
on  that  date.  In particular, the subscriber of the Offering Shares will be
entitled to obtain the same dividends and complementary dividends as are granted
to the shareholders of the BANK from that date.

The Shares of the Enlargement of the Offering will be ordinary shares, belonging
to the same class and series as those shares currently in circulation. As of the
date  on  which  the  Second Share Capital Increase -with or without  incomplete
subscription- is declared subscribed and disbursed by the Board of Directors  of
the  BANK (or through delegation by the Executive Committee), such Shares of the
Enlargement  of the Offering will confer upon their holders the same  rights  as
the  shares of the BANK in circulation at that date. As an exception,  regarding
the right to obtain dividends and       in  order  that  the  shares of the
Second Share Capital  Increase  be
fungible  with  the  shares of the First Share Capital  Increase,  the
subscriber  of  such  shares  will be  entitled  to  obtain  the  same
dividends  and  complementary  dividends  that  are  granted  to   the
shareholders  of  the  BANK  from the  date  on  which  the  Board  of
Directors  or  the  Executive Committee, by delegation,  of  the  BANK
declares the First Share Capital Increase subscribed and disbursed.

2.3.  Admission to listing on the national and foreign stock exchanges
The  BANK  will apply for admission for official listing  of  the  new
shares  issued by the above-mentioned share capital increases  on  the
Stock Exchanges of Madrid, Barcelona, Bilbao and Valencia through  the
Stock  Exchange  Interconnection System (Continuous  Market),  and  on
foreign  Stock  Exchanges in which the shares of the BANK  are  listed
(currently  London,  Paris,  Frankfurt,  Switzerland,  Tokyo,   Italy,
Lisbon and Buenos Aires and, through ADRs, New York).

3. Potential subscribers of the Public Offering
The  Subscription  Public Offering is envisaged to be  distributed  as
follows: 
(A) Retail Offering
One offer directed to the territory of the Kingdom of Spain, which  is
initially  allotted two hundred and twenty-five million  (225,000,000)
shares  (that  is  75%  of  the  Subscription  Public  Offering,   not
including  the  'green shoe'). In connection with this retail  tranche
and  subject  to  the recognition of the expedient to be  verified  in
Spain  and  fulfilment  of the respective national  laws,  it  is  the
intention of the BANK to carry out a public offer in the Republics  of
Italy and Portugal.

This Retail Offering is directed to the following persons:
(i) Individuals  and entities residing in Spain, and, subject  to  the
recognition  of  the expedient to be verified in Spain  and  upon
fulfilment  of  their  respective national  laws,  in  Italy  and
Portugal, regardless of their nationality.

(ii) Individuals  and  entities  not  residing  in  Spain,   Italy   or
Portugal  that  are nationals of a Member State of  the  European
Union  or  one  of  the  signatory States of  the  Agreement  and
Protocol  on  the  European Unique Space (Member  States  of  the
European  Union plus Iceland and Norway), or of the  Principality
of Andorra.

(B)Institutional 0ffering
One  offer directed basically to institutional investors, to which  is
initially allotted seventy-five million (75,000,000) shares,  that  is
25%  of  the  Public  Offering, not including the 'green  shoe'.  This
Offering consists of two tranches:

(1) Spanish Institutional Tranche: directed to institutional
investors residing in Spain, such as Pension Funds, Assurance Entities, Credit
Entities, Securities Companies and Agencies, Securities Investment Companies,
Securities Investment Funds, entities empowered pursuant to articles 64 and 65
of the  Spanish  Securities Market to manage securities portfolios of third
parties  and other   companies  whose  activity  is  the  stable  maintenance 
of  securities portfolios  of  variable  interest. An initial  allotment  to 
this  Tranche  is envisaged  of  eighteen million (18,000,000) shares (that is
6% of  the  initial volume  of shares of the Subscription Public Offering, not
including the  'green shoe').

(2)  International Tranche: basically wholesaler and institutional. This tranche
comprises  the shares that will be offered outside the territory of the Kingdom
of  Spain.  An  initial  allotment to this Tranche is envisaged  of  fifty-seven
million (57,000,000) shares (that is 19% of the initial volume of shares of  the
Subscription Public Offering, not including the 'green shoe').

The  initial allotment of shares to each Tranche of the Offering may be modified
by  virtue  of the redistribution faculties between the Tranches established  in
the Prospectus. Nevertheless, the number of shares allotted to the Retail Tranch
cannot  be  reduced when there is an excess of demand in such Tranch.  Likewise,
the  number of shares of the Subscription Public Offering may be enlarged  as  a
consequence  of  the  exercise of the subscription  option  ('green  shoe'),  as
described in section 4.3 below.

4.   Form in which the offering will be carried out
4.1. Subscription Public Offering

The  placement  process  in  each of the Tranches  of  the  Subscription  Public
Offering  will  be described in detail in the Prospectus. It can be  noted  that
BANCO  SANTANDER  CENTRAL  HISPANO  plans to subscribe  with  certain  financial
entities  (the  'Underwriters  Entities')  some  Intention  Protocols  and  some
Underwriting  and Placement Agreements of the Subscription Public  Offering,  by
virtue  of  which  the  Underwriter of each Tranche will undertake  to  actively
participate in the placement of the shares allotted to each of such Tranches and
to acquire in their own name part of the shares not acquired by third parties.

In  the Retail Tranche, following the usual procedure for public offers of  sale
and/or  subscription of securities, once the Prospectus is  duly  registered,  a
Period  for the Formulation of Orders will be opened in which investors will  be
able  to make non-binding Subscription Orders of BANCO SANTANDER CENTRAL HISPANO
shares.  Once the Period for the Formulation of Orders has finished, the maximum
price  (maximum issue rate, that is, nominal value plus issue premium)  will  be
fixed for the Retail Tranche of the Offering (Retail Maximum Price) and a Public
Offering  Period in which the investors of the Retail Tranche will  be  able  to
fill  Subscription Requests, which will be irrevocable, will be opened.  At  the
end  of  such period, the sales price of the shares corresponding to the  Retail
Tranche  will be fixed, and it will be the lower of: (1) the Reference Price  of
the  Market  expressed in euros minus a 2% discount,  rounded  down;  (ii)  the
Maximum  Retail  Price, or (iii) the Institutional Price  of  the  Offering,  as
defined  below. The minimum amount for the Subscription Orders and  Requests  in
the Retail Tranche will be two hundred thousand (200,000) pesetas
(1,202.02  euros),  and  the maximum amount will be ten  million  (10,000,000)
pesetas (60,101.21 euros).

Likewise,  following the usual procedure for public offers for the  subscription
and/or sale of securities, once the Prospectus is duly  registered, a
Book-building Period will be opened in the Institutional Tranches, during which
the Underwriters will carry out promotional activities  for the Subscription
Public Offering in order to obtain from potential  investors non-binding
Subscription Proposals for the number of BANCO SANTANDER CENTRAL HISPANO shares
they are willing to acquire and the price at which they  would acquire such
shares.  Once the Book-building Period has been closed, BANCO SANTANDER CENTRAL
HISPANO, in accordance with the Global Co-ordinators, will fix the price (issue
rate, that is, nominal value plus issue premium) of  the  shares  for  the
Subscription Public Offering corresponding to the Institutional  Tranches  (the
'Institutional  Price  of  the  Offering'). Likewise,  BANCO  SANTANDER  CENTRAL
HISPANO,  having  previously consulted on a non-binding basis  with  the  Global
Co-ordinators, will evaluate the Subscription Proposals received in each of such
Tranches  and  will  select those deemed appropriate.  Next,  the  institutional
investors  will have to confirm the Subscription Proposals selected, which  will
become firm and irrevocable.


4.2.  Preferential allocation of the shares to shareholders and pro-rata
      rules

The  following  is  a  description  of the  basic  preferential  rules  for  the
shareholders  and of the structure of the pro-rata system if the orders 
received in  the  Retail  Tranche exceed the number of shares allotted to  such
Tranche, which will be explained in detail in the Prospectus.

A)  Shareholders preference: It is envisaged that the investors  of  the
Retail  Tranche  that have placed Subscription Orders and are  shareholders  of
BANCO SANTANDER CENTRAL HISPANO will benefit from a preferential assignation of
shares  in the form established in the Prospectus, which will basically follow
the  rules  stated  in  the  following  paragraph.  For  these  purposes,  those
considered  shareholders of BANCO SANTANDER CENTRAL HISPANO will  be  (i) those
persons who are so registered in the registry of the 'Servicio de Compensacion y
Liquidacion de Valores, S.A.' and its Adhered Entities at the closing  of  the
stock  exchange  session  of June 1, 2000 and (ii) the  employees  of  the  Bank
benefiting  from  the  first  delivery of shares  provided  for  in  the  Master
Agreement signed with the union representatives on March 3, 1999.

(i)   In the first place, each shareholder will be allotted one hundred
(100)  shares.  The pro-rata rules established in the Prospectus,  in 
accordance with the following basis, will be applied to the excess of shares
requested  by the  shareholder in the Subscription Order. The Subscription
Requests filled  by the  shareholders  will  not benefit from the preferential 
allotment  described above  and will receive the same treatment as the
Subscription Requests  filled by  retail  investors  who  are  not shareholders
of  BANCO  SANTANDER  CENTRAL HISPANO, for the purposes of the pro-rata rules
described under sub-section  B) below.

(iii)  If  the number of shares allotted to the Retail Tranche is not
sufficient to allow each shareholder one hundred (100) shares, the shares of the
Institutional Tranches will be reassigned  by a number sufficient to carry out
this minimum allotment to  the limit, after the execution of the Underwriting
Agreement of the Retail Tranche, 45,000,000 shares will be re-allocated to this
Retail Tranche.

B) Pro-rata:  The  shares allotted to the Retail Tranche which  have  not
been  preferentially allocated among the shareholders in this Tranche
(Remaining  Shares)  will  be  allocated  to  the  retail   investors
(whether or not shareholders) according to the pro-rata rules  to  be
set forth in the Prospectus.

Investors   (whether  or  not  shareholders)  who   have   placed   a
Subscription Order in the Period for the Formulation of  Orders  will
have  priority in the subscription of the whole Remaining Shares.  If
the  subscription  orders  based in Subscription  Orders  exceed  the
Remaining Shares, the Agent Entity will proceed on a pro-rata  basis,
in  the  terms  stated in the Prospectus, between  such  subscription
orders,  so  each  investor (whether or not a  shareholder)  who  has
filled  a Subscription Order will be allocated 75 shares. If the  shares
in  the Retail Tranche remaining after the preferential allocation is
not  enough  for  the allocation of 75 shares to each investor,  then
each  investor will be allocated a minimum number of shares equal  to
the  outcome  of  the division of the number of Remaining  Shares  in
such  Retail  Tranche  by  the number of  Orders  fulfilled  in  such
Tranche,  so all the investors (whether or not shareholders)  filling
Subscription  Orders will be allocated a minimum  number  of  shares.
Once  this  allocation  has been fulfilled, a proportional  criteria
will  be applied in order to allocate, as the case may be, the volume
still not satisfied of the Subscription Orders.

If  the  subscription orders based in Subscription Orders  have  been
totally  met with the shares finally allotted to the Retail  Tranche,
the  remaining shares will be allocated to the Subscription Requests,
and,  if  necessary,  a pro-rata allotment will  be  carried  out  in
accordance with the rules to be stated in the Prospectus.

4.3.Enlargement of the offer
The  initial number of Offering Shares may be enlarged by  forty-five
million  (45,000,000) new shares, proceeding from  the  Second  Share
Capital   Increase  and  destined,  exclusively,  to  the   financial
entities  participating in the placement of the Offering (the  Shares
of  the  Enlargement of the offer). This enlargement is  directed  to
cover the exercise of the subscription option of shares that, under  the
'green  shoe'  system,  the  BANK  plans  to  grant  to  the  Global
Co-ordinators  of  the  Offering (excluding those  belonging  to  the
BANCO  SANTANDER  CENTRAL  HISPANO Group) acting  on  behalf  of  the
Underwriter  Entities  of  the Institutional  Tranches.  This  Second
Share Capital Increase is conditional upon the total disbursement  of
the  shares  subscribed  in  the First Share  Capital  Increase.  The
option  may  be exercised totally or partially and in one go,  within
thirty  (30)  days  from  the admission to listing  of  the  Offering
Shares.  The  subscription price (issue rate) of the  Shares  of  the
Enlargement of the Offering will be equal to the Institutional  Price
of the Offering.

           
5. Entities intervening in the Subscription Public Offering
BANCO  SANTANDER  CENTRAL  HISPANO  has  appointed  Santander  Central
Hispano  Investment,  S.A. and Merrill Lynch International  as  Global
Co-ordinators of the Subscription Public Offering.

In  order to carry out the placement of the shares in the Subscription
Public  Offering,  underwriting  and  placement  syndicates  will   be
created,  which  will  be  composed by the Underwriter  and  Placement
Entities, whose identities will be indicated in the Prospectus.


          
          BANCO SANTANDER CENTRAL HISPANO, S.A.
          By

          Ignacio Benjumea Cabeza de Vaca