49AF Bbva Int'l

RNS Number:9087P
BBVA International Pref S.A
13 March 2008





                            Notice of Exchange Offer

                                   Regarding



        600,000 BBVA International Preferred, S.A. Unipersonal Series C
$600,000,000 Fixed/Floating Rate Non-Cumulative Guaranteed Preferred Securities
                  (liquidation preference $1,000 per security)
 fully and unconditionally guaranteed to the extent described in the prospectus
                             referred to below by
      Banco Bilbao Vizcaya Argentaria, S.A., which were previously sold in
     transactions exempt from registration under the Securities Act of 1933


            CUSIP 05530RAA6                        ISIN US05530RAA68

                (the "Restricted Series C Preferred Securities")

Exchange Offer Expiry Date:                      April 14, 2008
                                                 5:00 P.M. New York City Time

Exchange Settlement Date:                        On or about April 18, 2008


BBVA International Preferred, S.A. Unipersonal ("BBVA International Preferred")
has invited owners of all outstanding Restricted Series C Preferred Securities
to tender their Restricted Series C Preferred Securities to BBVA International
Preferred in exchange for an aggregate of 600,000 BBVA International Preferred
Series C Fixed-to-Floating Rate Non-Cumulative Guaranteed Preferred Securities
(liquidation preference $1,000 per security) fully and unconditionally
guaranteed by Banco Bilbao Vizcaya Argentaria, S.A. to the extent described in
the prospectus referred to below, which, along with the guarantee, have been
registered under the Securities Act of 1933, as amended, CUSIP 05530RAB4 / ISIN
US05530RAB42. This offer is being made pursuant to BBVA International
Preferred's prospectus dated March 13, 2008 (the "Exchange Offer").  The
Exchange Offer will expire at 5:00 p.m. New York City time on April 14, 2008.
Capitalized terms not otherwise defined in this Notice shall have the meanings
set forth in the prospectus.



For further information concerning this Notice or to obtain the prospectus
related to the Exchange Offer, please contact the Tax Certification and Exchange
Agent:



                                                         Acupay System, LLC
         In New York:                                        In London:
     Acupay System LLC                                   Acupay System LLC
    Attention: Rosa Lopez                            Attention: Maria Mercedes
   30 Broad Street - 46th Floor               First Floor, 28 Throgmorton Street
   New York, New York 10004                              London EC2N 2AN
            USA                                          United Kingdom
Telephone: 1-212-422-1222                       Telephone: 44-(0)-207-382-0340
     Fax: 1-212-422-0790                                Fax: 44-(0)-207-256-7571
                             E-Mail: info@acupay.com
           Website: www.acupaysystem.com/BBVAPreferred



The date of this Notice is March 13, 2008.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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