Supplement Offering Circular

Banco Bilbao Vizcaya Argentaria SA
08 May 2006


SUPPLEMENT DATED 8 MAY, 2006 TO THE OFFERING CIRCULAR DATED 18TH JULY, 2005


                     BBVA Senior Finance, S.A. Unipersonal
                 (Incorporated in Spain with limited liability)

                  BBVA Subordinated Capital, S.A. Unipersonal
                 (Incorporated in Spain with limited liability)

                     Banco Bilbao Vizcaya Argentaria, S.A.
                 (Incorporated in Spain with limited liability)

               €20,000,000,000 Global Medium Term Note Programme


This Supplement (the Supplement) to the Offering Circular (the Offering
Circular) dated 18 July 2005 which comprises a base prospectus constitutes a
supplementary prospectus for the purposes of Section 87G of the Financial
Services and Markets Act 2000 (the FSMA) and is prepared in connection with the
Global Medium Term Note Programme (the Programme) established by BBVA Senior
Finance, S.A. Unipersonal and BBVA Subordinated Capital, S.A. Unipersonal (the
Issuers).  Terms defined in the Offering Circular have the same meaning when
used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the
Offering Circular 
http://www.rns-pdf.londonstockexchange.com/rns/6323c_-2006-5-8.pdf and any other 
supplements to the Offering Circular issued by the Issuers.

Each of the Issuers and Banco Bilbao Vizcaya Argentaria, S.A. (the Guarantor)
accepts responsibility for the information contained in this Supplement.  To the
best of the knowledge of each of the Issuers and the Guarantor (which have taken
all reasonable care to ensure that such is the case) the information contained
in this Supplement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

On 25 April 2006, the Guarantor published a statement announcing changes in the
composition of its Board of Directors. By virtue of this Supplement, the
information concerning the Board of Directors contained on pages 97 and 98 of
the Offering Circular shall be amended to reflect the following:
     
(a)  the resignation of Mr Jose Maria San Martin Espinos as a Director;
     
(b)  the appointment of  Mr Tomas Alfaro Drake as a Director;

(c)  the appointment of Mr Tomas Alfaro Drake as a member of the Audit and 
     Compliance Committee;

(d)  the resignation of Mr Ignacio Ferrero Jordi as a member of the Audit and 
     Compliance Committee and appointment as a member of the Executive 
     Committee; and

(e)  the appointment of Mr Carlos Loring Martinez de Irujo as Chairman of the 
     Appointment and Compensation Committee.


On 26 April 2006, the Guarantor published its consolidated interim financial
statements as at and for the three month period ended 31 March 2006.  A copy of
those interim financial statements has been filed with the Financial Services
Authority and, by virtue of this Supplement, those interim financial statements
are incorporated in, and form part of, the Offering Circular.  Copies of all
documents incorporated by reference in the Offering Circular can be obtained
from the Issuers, the Guarantor and the Paying Agent in London as described on
page 20 of the Offering Circular.

To the extent that there is any inconsistency between (a) any statement in this
Supplement or any statement incorporated by reference into the Offering Circular
by this Supplement and (b) any other statement in or incorporated by reference
in the Offering Circular or other previous supplements, the statements in (a)
above will prevail.

Save as disclosed in this Supplement and any supplement to the Offering Circular
previously issued, there has been no other significant new factor, material
mistake or inaccuracy relating to information included in the Offering Circular
since the publication of the Offering Circular.


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