Global Tender Offer for Banco Mello Shares

Banco Comercial Portugues S.A.
12 May 2000


                          ANNOUNCEMENT OF THE LAUNCH BY

                         BANCO COMERCIAL PORTUGUES, S.A.

            OF A GLOBAL TENDER OFFER FOR THE ACQUISITION OF SHARES OF
                                BANCO MELLO, S.A.

Pursuant  to the provisions of articles 115, paragraph n), and 123 of the 
Codigo dos Valores Mobiliarios(i) and other applicable regulations, the launch
by Banco Comercial Portugues, SA. of a global tender offer for the acquisition
of  shares of  Banco,  Mello,  S.A., in the terms and conditions of this
announcement  and other offer documentation, is hereby made public. The offer
was registered with  the Comissao do Mercado de Valores Mobiliarios(ii) under nr
8847.

The hereby stated offer, under the Codigo dos Valores Mobiliarios, is only valid
 for  the portuguese territory, not applying to United States of America  or any
other jurisdiction, aiming only to legally entitled addresses.

1   The  offerer  is Banco Comercial Portugues, S.A. (hereinafter 'BCP'  or
    'offerer'), a listed joint-stock company whose registered address is in     
  Oporto, at Rua Julio Dinis, 705-719, company nr. 501525882, with a  share     
capital  of 1,000,000,000  euro, registered in the Oporto  Commercial         
Registry  under nr. 40043/850717.

2   The target company is Banco Mello, SA. (hereinafter 'Banco  Mello'  or
    'target company'), a listed joint-stock company whose registered address    
  is in Oporto,  at Praca D. Joao I, no 80, company nr. 500792739, with a       
share  capital of  385,000,000  euro, registered in the Oporto Commercial     
Registry  under nr. 23969/790628.

3   The financial intermediary who represents the offerer, responsible  for
    organising  and  launching the global tender offer, in the  terms  and      
  for the purposes of nr. 1 of article 113 of the Codigo dos Valores            
Mobiliarios, is BCPA - Banco de Investimento, S.A.. (hereinafter 'BCPA'),      a
joint-stock company whose registered  address is in Lisbon, at Avenida      
Jose Malhoa, Lot 1686, company  nr. 501451250,  with a share capital of       
50,000,000 euro, registered  in  the  Lisbon Commercial Registry under nr.    
59521/840529.

4   The securities that are the subject of the offer are the ordinary shares
    representing the share capital of Banco Mello, with a nominal value of      
  5 euro  each.

    The offer is global, the  offerer undertaking,  under the  terms  of  this
    announcement, to acquire all shares that are the subject of offer           
  acceptances.

    All  ordinary shares which meet all the conditions for disposal free  of
    liens  or  charges by the final deadline for this offer, save for  those
    held  by  the  offerer itself, may be the subject of offer  acceptances.
    Except  for  the  shares acquired under the 'Agreement  reached  between
    Grupo Jose  de Mello and Banco Comercial Portugues for  the  financial
    area'  -  published at the 'Boletim de Cotacoes da Bolsa de  Valores  de
    Lisboa e Porto' (iii) - dated 11/01/2000 -, there are 37,726,321 target     
  shares representing 49% of the target company's share capital.

5   The offer is a global exchange offer, launched in the sequence  of  a
    preliminary  announcement published at the  'Boletim de Cotacoes  da
    Bolsa  de Valores de Lisboa e Porto' dated  09/02/2000,  and  at  the
    newspapers 'Publico' and 'Jornal de Negocios', both dated 10/02/2000.

6   BCPA will be intervening as a financial intermediary, assisting,            
  organising and leading the offer.

7   The consideration  offered  being composed of  ordinary  shares  with  a
    nominal value of 1 euro, representing BCP's share capital, to be delivered  
  in the proportion of 2.13 (two point thirteen) shares of the offerer  for     
every 1 (one) share with a nominal value of 5 euro of the target company      
to be acquired.

    In order to include a mandatory alternative under the law in the  terms
    of nr. 3 of article 188 of the Codigo dos Valores Mobiiiarios, there will   
  be  an alternative consideration in cash, amounting to 11.50  euro
    per share.

    With regard to exchange orders, each complete lot of 100 shares of  the
    target company will give entitlement to the allocation of 213 shares  of
    the offerer,  remaining shares giving entitlement to the allocation  of
    BCP's  shares  and/or cash, in accordance with the following  rules  and
    calculations:

    A)  213 ordinary shares representing BCP's share capital will be delivered  
      for each complete lot of 100 shares of the target company.

    B)  Ordinary shares representing BCP's share capital will also be           
      delivered, with regard to presented shares of the target company          
    that remain after those referred to in paragraph A)  and  which  do         
  not constitute  a  lot of 100 shares, thus being delivered  the               
integer number of  shares  of  BCP  which  results  from  multiplying         
the aforementioned  number of  shares  of  the target company  by  the
        coefficient 2.13.

    C)  When  applicable, the offerer will deliver cash corresponding to  5.39
        euro  for each share of BCP which may eventually not be delivered  in
        the context of paragraph B) before due to rounding.

    The  calculations to be made to determine the amounts identified  in        
  paragraphs A), B) and C before are, respectively:

    A = int (BM / 100 ) x 213 
    B = int (BM X 2.13) - A
    C = ( BM x 2.13 - A - B ) X 5.39 euro (rounded to euro cents)

    Where:
    A:    integer number, a multiple of 213, of ordinary shares representing    
        BCP's share capital to be delivered in consideration for complete       
      lots of 100 shares of the target company;
    int:  rounding to the immediately preceding integer;
    BM:   number of shares of the target company that are the subject of        
        acceptance of the exchange offer;
    B:    integer number of ordinary shares representing BCP's share capital    
        to be delivered in consideration of shares presented in the target      
      company which do not constitute a lot of 100 shares;
    C:    the remaining amount in cash, denominated in euro, corresponding to   
        the implied value of the part not delivered in BCP shares.

    At  the  offerer's general meeting of shareholders held on 15 March 2000,   
  BCP's capital share increase of up to 880,724,099 euro, through the           
emission of up to 880,724,099  nominal  ordinary shares with nominal value    
of 1 euro each, was approved.  The  part of this share capital increase       
aimed to the acquisition  of the  shares  subject of the offer, to deliver    
under the terms and conditions of point  7  above, could amount, attending    
to the maximum potential size of this operation, to 80,357,064 euro,          
through the emission of up to 80,357,064  shares.  The remaining shares       
will constitute consideration for the global tender offers for  the           
acquisition of shares of Banco Pinto & Sotto Mayor, S.A. and  Companhia       
de Seguros Imperio, S.A.

    New  BCP  shares  will  be  issued, in so far as the  present               
  announcement is concerned,  to  constitute consideration to Banco Mello       
shareholders, accepting  the  present  offer,  with  consequent  direct       
and public underwriting, with transmission of the Banco Mello shares held.

    The capital increase, in so far as the present announcement is concerned,   
  will be  limited to the acceptance and underwriting leading to                
transmission of Banco Mello shares and must be satisfied, under the terms     
of this offer, by the means of a new share issue. Being a capital increase    
in kind, the capital increase has not been object of committed                
underwriting or placement, therefore an incomplete  underwriting may          
occur.

8   The offer stands for 30 days. Sale orders may be received between 8:30 on   
  15 May 2000 and 15:00 on 14 June 2000.

9   A brochure containing, in addition to this announcement, the informative    
  note of the  offer,  the  report of the Board of Directors of the  target     
company,  the announcement  of  the  global  subscription offer  of           
shares of  BCP  and  its  respective  prospectus, is available for            
consultation by the interested  parties at the aforementioned offerer's       
registered address and at the aforementioned BCPA's registered address and    
office, located at Rua Julio Dinis. nr. 705-719, Ist and 2nd floor,           
Oporto, and at the Lisbon and Oporto Stock Exchange.

10  Lisbon and Oporto Stock Exchange is responsible for determining the
    result of the offer, to be published in the 'Boletim de Cotacoes da
    Bolsa de Valores de Lisboa e Porto' and in the newspaper 'Publico'.

    Lisbon, May 11 2000

                                   The offerer
                         Banco Comercial Portugues, S.A.

                            The financial intermediary
                         BCPA - Banco de Investimento, S.A..

  (i) TN:  The Capital Markets Code.
 (ii) TN:  The Capital Markets Authority.
 (iii)TN:  The Official Bulletin of the Lisbon Stock Exchange.