SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 3)^*

Administradora De Fondos De Pensiones Provida S.A.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00709P108

(CUSIP Number)

Javier Malagón Navas
Authorized Representative of
Banco Bilbao Vizcaya Argentaria, S.A.
Paseo de la Castellana 81, 20^th Floor
28046 Madrid
Spain
011-34-91-537-8172

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2006

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o.

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

     ^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1 of 7 Pages

CUSIP No. 00709P108 13D

1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Banco Bilbao Vizcaya Argentaria, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION      Kingdom of Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 213,100,058
		8	SHARED VOTING POWER Not applicable
		9	SOLE DISPOSITIVE POWER 213,100,058
		10	SHARED DISPOSITIVE POWER Not applicable.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 213,100,058
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.32%
14	TYPE OF REPORTING PERSON* BK

         *See response to Item 3.

2 of 7 Pages

   Item 1. Security and Issuer

     Banco Bilbao Vizcaya Argentaria, S.A. hereby amends and supplements its Report on Schedule 13D, originally filed on May 21, 1999 (as heretofore amended and supplemented, the “Schedule 13D ”) with respect to the purchase of ordinary shares of no par value per share (the “Shares ”) of Administradora de Fondos de Pensiones Provida S.A. (the “Company ”). Unless otherwise indicated, capitalized terms used in this Amendment No. 3 (the “Amendment ”), but not defined herein, shall have the meaning assigned to such term in the Schedule 13D.

     Rule 13d-2(e) of the Exchange Act provides that the first electronic format amendment to a paper format Schedule 13D shall restate the entire text of the Schedule 13D. Accordingly, the Schedule 13D and each of the prior two amendments thereto are being filed as part of this Amendment as Exhibit 1, Exhibit 2 and Exhibit 3 hereto and are incorporated by reference herein for all purposes. Because previously filed paper exhibits to a Schedule 13D are not required to be restated electronically, exhibits to the Schedule 13D previously filed in paper format are not being refiled with this Amendment.

   Item 2. Identity and Background.

      Item 2 of the schedule 13D is hereby amended and supplemented by the following information:

     The person filing this statement is Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), whose principal business office is located at Paseo de la Castellana 81, 28046 Madrid, Spain. The names, addresses, occupations and citizenship of the executive officers and directors of BBVA are set forth on Annex A hereto.

   Item 3. Source and Amount of Funds or Other Consideration.

      Item 3 of the Schedule 13D is hereby amended and supplemented by the following information:

     Since the filing of Amendment No. 2 to the Schedule 13D on December 22, 2000 (attached hereto as Exhibit 3) through June 30, 2006, BBVA has, directly and indirectly, acquired through open market purchases an additional 9,432,030 Shares of the Company. These acquisitions were funded with internally generated funds.

   Item 4. Purpose of Transaction.

      Item 4 of the Schedule 13D is hereby amended and supplemented by the following information:

     BBVA intends to review its holdings in the Company on a continuing basis and, depending upon the price and availability of the Shares, subsequent developments affecting the Company, the business prospects of the Company, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing their investment in the Company. As part of this ongoing review, BBVA has engaged and/or may in the future engage, legal and financial advisors to assist it in such review and in evaluating strategic alternatives that are or may become available with respect to its holdings in the Company.

     Except as set forth in this Amendment, BBVA does not have any plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

   Item 5. Interest in Securities of the Issuer.

      Item 5(a) of the Schedule 13D is hereby amended and supplemented by the following information:

     As a result of its acquisition of the Shares through open market transactions, BBVA beneficially owns, directly and indirectly, for the purpose of Rule 13d-3 under the Exchange Act, approximately 213,100,058 Shares, representing 64.32% of the outstanding Shares of the Company (12.70% are owned directly by BBVA and 51.62% are owned indirectly through BBVA Pensiones Chile S.A., a subsidiary of BBVA). Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares.

     The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by the following information:

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     As a result of the transactions described above, BBVA may be deemed pursuant to Rule 13d-3 under the Exchange Act to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 213,100,058 Shares.

   Item 7. Material to be Filed as Exhibits.

     Pursuant to Rule 13d-2(e), this Amendment contains a restatement of the text of the Schedule 13D and the first and second Amendments thereto, which are attached hereto as exhibits as follows:

      Exhibit 1. Schedule 13D, filed on May 21, 1999.
      Exhibit 2. Amendment No. 1, filed on February 24, 2000.
      Exhibit 3. Amendment No. 2, filed on December 22, 2000.

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SIGNATURE

     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 17, 2006

Banco Bilbao Vizcaya Argentaria, S.A.
By:	/s/ Javier Malagón Navas
	Name:	Javier Malagón Navas
	Title:	Authorized Representative of
		Banco Bilbao Vizcaya Argentaria, S.A.

5 of 7 Pages

Annex A

DIRECTORS AND EXECUTIVE OFFICERS OF BBVA

     The following table sets forth the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each director and executive officer of BBVA. Unless otherwise indicated, the business address of each such person is c/o Banco Bilbao Vizcaya Argentaria, S.A. at Plaza de San Nicolás 4, 48005 Bilbao, Spain, and all the directors and executive officers are citizens of the Kingdom of Spain except for Richard C. Breeden who is a citizen of the United States of America.

	PRESENT PRINCIPAL
DIRECTORS OF BBVA	OCCUPATION
Francisco González Rodríguez	Chairman and Chief Executive Officer BBVA.
José Ignacio Goirigolzarri Tellaeche	President and Chief Operating Officer BBVA.
Tomás Alfaro Drake	Director of Business Management and Administration and Business Sciences programs at Universidad Francisco de Vitoria.
Juan Carlos Álvarez Mezquíriz	Managing Director, Grupo Eulen; Director, Bodegas Vega Sicilia, S.A.
Richard C. Breeden	Chairman, Richard C. Breeden & Co.
Ramón Bustamante y de la Mora	Director, Ctra. Inmo. Urba. Vasco-Aragonesa, S.A.
José Antonio Fernández Rivero	Director of BBVA.
Ignacio Ferrero Jordi	Chairman, Nutrexpa, S.A. Director La
	Piara S.A.; Director Lladró Comercial S.A.
Román Knörr Borrás	Chairman, Carbónicas Alavesas, S.A.; Director, Mediasal 2000, S.A. and President of the Alava Chamber of Commerce.
Ricardo Lacasa Suárez	Director of BBVA and Chairman of the Audit and Compliance Committee.
Carlos Loring Martínez de Irujo	Director of BBVA.
José Maldonado Ramos	Director and General Secretary BBVA.
Enrique Medina Fernández	Director and Secretary, Sigma Enviro, S.A.
Susana Rodríguez Vidarte	Dean of Deusto “La Comercial” University since 1996.
Telefónica, S.A.	General Director Telefónica, S.A.
Represented by Mr. Angel Vilá Boix

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EXECUTIVE OFFICERS OF BBVA	PRESENT EMPLOYMENT
José María Abril Pérez	Wholesale and Investment Banking.
Eduardo Arbizu Lostao	Head of Legal Department.
Ángel Cano Fernández	Human Resources and Services.
Manuel González Cid	Finance Division.
Manuel Méndez del Río	Risks.
Vitalino Nafría Aznar	Retail Banking Spain and Portugal.
Ignacio Sánchez-Asiaín Sanz	South America.
José Sevilla Álvarez	Head of the Office of the Chairman.
Javier Ayuso Canals	Corporate Communications.
Javier Bernal Dionis	Business Development and Innovation—Retail Banking Spain and Portugal.
José María García Meyer-Dohner	USA.
Jaime Guardiola Romojaro	Mexico.
Juan Asúa Madariaga	Smes and Large Companies.
Jose Barreiro Hernández	Global Operations.
Vicente Rodero Rodero	Comercial Banking Spain.

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EX-99.1

Exhibit 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A.

(Name of Issuer)

COMMON STOCK
$0.00 PAR VALUE

(Title of Class of Securities)

00709P108

(American Depositary Shares, each representing 1 Share of Common Stock)

(CUSIP Number)

BANCO BILBAO VIZCAYA, S.A.

Plaza de San Nicolás 4
48005 Bilbao, Spain
011-3494-374-6223

(Name, Address and Telephone Number of Person Filing Statement)

RAYMOND SURGUY
(Authorized Representative of Banco Bilbao Vizcaya, S.A.)
116 E. 55th Street
New York, N Y 10022
Tel. No.: (212) 826-1320

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 13, 1999

(Date of Event which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ].

(Continued on following pages)

Page 1 of 5

Schedule 13D

CUSIP No. 00709P108
(American Depository Shares) 13D Page 2 of 5 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) BANCO BILBAO VIZCAYA, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS 00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION      KINGDOM OF SPAIN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 7,156,794 (See Item 5(b))
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER 7,156,794 (See Item 5(b))
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,156,794 (See Item 5(b))
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.17%
14	TYPE OF REPORTING PERSON BK

Page 2 of 5

Item 1. Security and Issuer.

     The equity securities to which this statement relates are the Ordinary Shares of Common Stock, $0.00 par value per share (the “Shares”) of Administradora de Fondos de Pensiones Provida S.A. (“Provida”) a pension fund administrator operating in the Republic of Chile. The Shares trade on the Santiago Stock Exchange, the Valparaiso Stock Exchange, the Chilean Electronic Stock Exchange and also trade in the United States on the New York Stock Exchange in the form of American Depositary Shares (“ADS”s), each of which represents one Share. The principal executive offices of Provida are located at Avenida Pedro de Valdivia 100, Santiago, Chile.

     In this Schedule 13D (including the exhibits attached hereto), references to “$” or “US$” are to United States dollars, “Ch$” are to Chilean pesos, “Ptas” are to Spanish pesetas and “UF” are to Unidades de Fomento (an inflation-indexed Chilean monetary unit with a value in Chilean pesos that changes daily to reflect changes in the official Consumer Price Index of the Chilean Institute of Statistics of the previous month).

Item 2. Identity and Background.

     The name of the person filing this statement is Banco Bilbao Vizcaya, S.A., a Spanish corporation (“BBV”).

     The address of the registered office of BBV is Plaza de San Nicolás 4, 48005 Bilbao, Spain. The principal executive offices of BBV are Paseo de la Castellana 81, Madrid, Spain and Gran Vía 1, Bilbao, Spain. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of BBV is set forth on Schedule A attached hereto.

     BBV is a leading financial institution in Spain which provides a wide range of banking, financial and related activities in Spain as well as over thirty other countries in which it has offices or subsidiaries. BBV’s primary businesses are retail banking, wholesale banking, private banking, market activities and diversification activities. The domestic retail banking business, which accounted for approximately 30% of BBV’s total assets in 1998, is conducted through BBV and its domestic subsidiary banks which provide a full range of banking and related financial services to individuals and small- and medium-sized businesses in Spain. Other banking functions include lease and specialized financing, trade financing, factoring, securities trading, securities brokerage, mortgage and consumer financing, venture capital and real estate development and management.

     During the last five years, neither BBV, nor any other person controlling BBV nor, to the best of its knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     The consideration used by BBV in connection with the acquisition consists of newly issued ordinary shares of Common Stock of BBV. See “Exhibit I—Consideration to be Paid by BBV; Final Price” attached hereto which is incorporated by reference.

Item 4. Purpose of Transaction.

     BBV’s acquisition of an interest in Provida supports its overall international growth strategy in the pension fund administration industry.

     Upon consummation of the transaction, BBV will seek a controlling presence on the board of directors of Provida. Although BBV expects that Provida’s management will stay in place, individual changes may occur.

Page 3 of 5

     BBV intends to review from time to time its business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, BBV may consider from time to time alternative courses of action. Subject to any necessary compliance with applicable law, such actions may involve dispositions or additional acquisitions of Shares in the open market, in privately negotiated transactions, through a public offering or otherwise.

     Except as set forth above, none of BBV, any person controlling BBV, or to the best its knowledge, any of the persons named in Schedule A has any plan or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)	Upon consummation of the transaction described in Items 4 and 6, BBV will purchase and, for purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, will beneficially own a total of 7,156,794 Shares, representing approximately 41.17% of the outstanding equity of Provida.
	Except as set forth in this Item 5(a), neither BBV, nor any other person controlling BBV, nor, to the best of its knowledge, any persons named in Schedule A hereto, beneficially owns any Shares.
(b)	Upon consummation of the transaction described in Items 4 and 6, BBV will have the sole power to vote and to dispose of 7,156,794 Shares.
(c)	Neither BBV, nor, to the best of its knowledge, any persons named in Item 2 above, has effected, during the 60 days preceding the date of this Schedule 13D, any transaction in any class of capital stock of Provida.
(d)	Not applicable.
(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     On May 13, 1999 BBV entered into an agreement with Corp Group International Ltd. (“CG International”) and Natcan Holdings International Ltd. (“Natcan”) (collectively, the “Selling Shareholders”) for the indirect acquisition of 7,156,794 Shares (the “Agreement”). The transaction consists of the sale by the Selling Shareholders and the acquisition by BBV of 100% of the capital stock of Corp Group Pensions Ltd (“CGP”) who owns 99.99% of Rec Pensiones S.A. (“Rec Pensiones”), who owns 88.04% of Corpgroup Pensiones Chile S.A. (“Pensiones Chile”; collectively, CGP. Rec Pensiones and Pensiones Chile to be referred to as the “Holding Companies”), who in turn directly owns 41.17% of the outstanding capital stock of Provida.

     Consummation of the transaction is subject to certain conditions and is expected to occur within 50 calendar days after the date of the Agreement (the “Closing”). Subject to certain adjustments to be determined prior to Closing, the consideration to be paid by BBV for the Shares—which consists of newly issued shares of BBV common stock- is equivalent to approximately US$265 million.

     The summary contained in this Schedule 13D of certain provisions of the Agreement is qualified in its entirety by reference to the English language summary of certain provisions of the Agreement attached as Exhibit I hereto and incorporated herein by reference.

     Except for the Agreement, to the best knowledge of BBV, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between BBV and Provida or any other person with respect to any securities of Provida, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint

Page 4 of 5

ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

The following exhibit has been attached hereto:
Exhibit I:	English Summary of certain principal terms of the Agreement dated May 13, 1999 among Banco Bilbao Vizcaya, Corp Group International Ltd. and Natcan Holdings International Ltd.

Page 5 of 5

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 21, 1999

Banco Bilbao Vizcaya, S.A.
By:	/s/ Josune Basabe
	Name:	Josune Basabe
	Title:	Authorized Representative of
		Banco Bilbao Vizcaya, S.A.

Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF
BANCO BILBAO VIZCAYA, S.A.

     The name and present principal occupation or employment of each of the directors and executive officers of Banco Bilbao Vizcaya, S.A. are set forth below. All of the Directors and Executive Officers are citizens of Spain. The registered business address of each of the persons listed below is Plaza de San Nicolas 4, 48005 Bilbao, Spain.

Director’s Name	Principal Occupation
Emilio de Ybarra y Churruca	Executive Chairman (1990); Vice Chairman
	(1986); Chief Executive (1976); Director (1971)
Gervasio Collar Zabaleta	Vice Chairman (1995); Director (1976)
José Domingo Ampuero Osma	Vice Chairman (1995); Director (1985)
Pedro Luis Uriarte Santamarina	Vice Chairman (1998), Chief Executive (1994);
	Director (1990)
José Angel Sánchez Asiaín	Director (1970)
Eduardo Aguirre Alonso-Allende	Director (1981)
Ramon de Icaza y Zabálburu	Director (1963)
Fernando de Ybarra y López-Dóriga	Director (1975)
Francisco Javier Aresti Victoria de Lecea	Director (1983)
Luis Lezama-Leguizamón Dolagaray	Director (1986)
Andrés Vilarino Maura	Director (1987)
Luis María de Ybarra y Zubiría	Director (1988)
Ricardo Muguruza Garteizgogeascoa	Director (1988)
Plácido Arango Arias	Director (1990)
Juan Entrecanales de Azcárate	Director (1990)
José Lladó Fernandez-Urrutia	Director (1990)
Juan Urrutia Elejalde	Director (1990)
Alfonso Cortina Alcocer	Director (1995)
José Maria Concejo Alvarez	Secretary

A-1

Executive Officers (who are not directors)
Name	Principal Occupation
Luis Javier Bastida Ibargüen	General Manager
José Ramon Guerediaga Mendiola	General Manager
Juan Palacios Raufast	General Manager
Gonzalo Terreros Ceballos	General Manager
Javier Echenique Landiríbar	General Manager
José Ignacio Goirigolzarri Tellaeche	General Manager
José Luis Carranza Ortiz	General Manager
José Fonollosa Garcia	General Manager
José Pérez Fernández	General Manager
José María Abril Pérez	General Manager
Mario Fernández Pelaz	General Manager
Miguel Navas Moreno	General Manager

A-2

EX-99.2

Exhibit 2

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ADMINISTRADORA DE FONDOS DE

PENSIONES PROVIDA, S.A.

(Name of Issuer)

COMMON STOCK

NO PAR VALUE

(Title of Class of Securities)

00709P108

(American Depositary Shares, each representing 1 Share of Common Stock)

(Cusip Number)

RAYMOND SURGUY

Authorized Representative of Banco

Bilbao Vizcaya Argentaria, S.A.

116 E. 55^th Street

New York, New York 10022

(212) 826-1320

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: o

      Check the following box if a fee is being paid with this statement: o

CUSIP No. 879382 SCHEDULE 13D Page 2 of 8 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Banco Bilbao Vizcaya Argentaria, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION              Kingdom of Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 168,468,708
		8	SHARED VOTING POWER Not applicable.
		9	SOLE DISPOSITIVE POWER 168,468,708
		10	SHARED DISPOSITIVE POWER Not applicable.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,468,708
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.73%
14	TYPE OF REPORTING PERSON* BK

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1746 (9-88) 2 of 7

     Banco Bilbao Vizcaya Argentaria, S.A., a Spanish corporation (“BBVA”, f/k/a Banco Bilbao Vizcaya, S.A.) hereby amends its Report on Schedule 13D, originally filed on May 24, 1999 (the “Schedule 13D”), with respect to the purchase of Ordinary Shares of Common Stock, no par value per share (the “Shares”) of Administradora de Fondos de Pensiones Provida S.A., a pension fund administrator operating in the Republic of Chile (the “Company”). Terms not otherwise defined herein have the meanings assigned to them in the Schedule 13D.

Item 2. Identity and Background      The response set forth in Item 2 of the Schedule 13D is hereby deleted in its entirety and replaced by the following:      This Schedule 13D is filed by Banco Bilbao Vizcaya Argentaria, S.A., a corporation (sociedad anónima) organized under the laws of the Kingdom of Spain (“BBVA”, f/k/a Banco Bilbao Vizcaya, S.A. (“Banco Bilbao Vizcaya”)).      The address of the registered office of BBVA is Plaza de San Nicolás 4, 48005 Bilbao, Spain. The principal executive offices of BBVA are Paseo de la Castellana 81, Madrid, Spain and Gran Via 1, Bilbao, Spain. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of BBVA is set forth on Schedule A attached hereto.      On January 28, 2000, pursuant to a statutory merger under Spanish law, Argentaria Caja Postal y Banco Hipotecario, S.A. (“Argentaria”) was merged with and into Banco Bilbao Vizcaya upon the registration of such merger in the Mercantile Registry of Vizcaya, Spain (the “Merger”). Pursuant to Spanish law, as a result of the Merger, all assets and liabilities of Argentaria were transferred to Banco Bilbao Vizcaya. Additionally, as a result of the Merger, Banco Bilbao Vizcaya changed its name to Banco Bilbao Vizcaya Argentaria, S.A.      BBVA, which resulted from the merger of two of Spain’s leading financial institutions, provides a wide range of banking, financial and related activities in Spain and around the world in countries where it has offices or subsidiaries. BBVA’s primary lines of business include deposit-taking, lending, trade finance, securities underwriting, and brokerage and related financial services. Financial services offered by BBVA’s consolidated subsidiaries include lease and specialized financing, factoring, securities trading, securities brokerage, mortgage and consumer financing, venture capital and real estate development and management.      During the last five years, none of BBVA, Banco Bilbao Vizcaya, Argentaria, or any person controlling any of them, and to the best of BBVA’s knowledge, no person listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Item 3.	Source and Amount of Funds or Other Consideration      The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:      Since the filing of the original 13D on May 24, 1999, BBVA or Banco Bilbao Vizcaya, as the case may be, acquired through open market purchases an additional amount of Shares representing 9.56% of the Company. These acquisitions were funded with internally generated funds.
Item 4.	Purpose of Transaction
	Paragraph 4 of Item 4 is hereby amended to read:      Except as set forth above, none of BBVA, any person controlling BBVA, or to the best of BBVA’s knowledge, any of the persons named in Schedule A has any plan or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.      Notwithstanding the foregoing, BBVA, acting directly or through its subsidiaries, may in the future determine to acquire additional Shares of the Company or to dispose of Shares of the Company in the ordinary course of its business.
Item 5.	Interest in Securities of the Issuer.      The response set forth in Item 5(a) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:      As a result of its acquisition of Shares of the Company through open market transactions, BBVA beneficially owns, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, approximately 168,468,708 Shares, representing approximately 50.73% of the outstanding equity of the Company.      Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares.      The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:      As a result of the transactions described above, BBVA may be deemed pursuant to Rule 13d-3 to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 168,468,708 Shares.      The response set forth in Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

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During the past sixty days, BBVA and Banco Bilbao Vizcaya, as the case may be, purchased an aggregate of 303,000 Shares of the Company in the open market. The total purchase price for these Shares was US$409,898 Ptas.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.      Item 6 is hereby amended and supplemented by adding the following information at the end thereto:      Except as set forth in this Item 6, none of the persons named in Item 2 and, to the best of BBVA’s knowledge, none of the persons named in Schedule A hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Company, including, but not limited to, transfers or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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SIGNATURE

     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 22, 2000

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By:	/s/ Raúl Santoro
	Name:	Raúl Santoro
	Title:	Authorized Representative
		Banco Bilbao Vizcaya Argentaria, S.A.

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Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

     The name and present principal occupation or employment of each of the directors and executive officers of Banco Bilbao Vizcaya Argentaria, S.A. are set forth below. All of the Directors and Executive Officers are citizens of Spain. The registered business address of each of the persons listed below is Plaza de San Nicolas 4, 48005 Bilbao, Spain.

Directors
Name	Principal Occupation
Emilio de Ybarra y Churruca		President
Francisco González Rodriguéz		President
Pedro Luis Uriarte Santamarina		Vice President
Gervasio Collar Zabaleta		Vice President
José Domingo Ampuero		Vice President
Jesús María Cainzos Fernández		Director
Eduardo Aguirre y Alonso Allende		Director
Juan Carlos Álvarez Mezquiriz		Director
Plácido Arango Arias		Director
Francisco Javier Aresti y Victoria de Lecea		Director
Ramón Bustamante y de la Mora		Director
José Caparrós Peréz		Director
Alfonso Cortina		Director
Juan Entrecanales Azcarate		Director
Oscar Fanjul Martín		Director
Ignacio Ferrero Jordi		Director
Javier Gálvez Montes		Director
Ramón de Icaca Zabálburu		Director
Luis Lezama Leguizamon		Director
José Llado Fernández Urrutia		Director
José Maldonado Ramos		Secretary
Gregorio Marañón y Bertrán de Lis		Director

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Enrique Medina Fernández		Director
Ricardo Muguruza Garteiz		Director
Antonio Patrón Pedrera		Director
Alejandro Royo-Villanova Payá		Director
José María San Martin Espinós		Director
José Angel Sanchez Asiaín		Director
Jaume Tomás Sabaté		Director
Juan Urrutia Elejalde		Director
Andres Vilarniño Maura		Director
Fernando de Ybarra Lopez-D.		Director
Luis María de Ybarra y Zubiria		Director
Executive Officers (who are not directors)
Name	Principal Occupation
José María Abril Pérez	General Manager
Luis Bastida Ibarguen	General Manager
José Luis Carranza Ortiz	General Manager
Javier Echenique Landiribar	General Manager
Mario Fernández Pelaz	General Manager
José Antonio Fernandez Rivero	General Manager
José Fonollosa García	General Manager
José Igancio Goirigolzarri Tellaeche	General Manager
José Ramón Guerediaga Mendiola	General Manager
Manuel Méndez del Río	General Manager
Federico Outón del Moral	General Manager
Gonzalo Trreros Ceballos	General Manager
Gregorio Villalabeitia Galarraga	General Manager

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EX-99.3

Exhibit 3

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ADMINISTRADORA DE FONDOS DE

PENSIONES PROVIDA, S.A.

(Name of Issuer)

COMMON STOCK

NO PAR VALUE

(Title of Class of Securities)

00709P108

(American Depositary Shares, each representing 1 Share of Common Stock)

(Cusip Number)

RAUL SANTORO

Authorized Representative of Banco

Bilbao Vizcaya Argentaria, S.A.

1345 Avenue of the Americas,

45^th Floor

New York, New York 10105

(212) 728-1500

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

March 1, 2000 - November 30, 2000

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: o

      Check the following box if a fee is being paid with this statement: o

CUSIP No. 879382 SCHEDULE 13D Page 2 of 6 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Banco Bilbao Vizcaya Argentaria, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION              Kingdom of Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 203,668,028
		8	SHARED VOTING POWER Not applicable.
		9	SOLE DISPOSITIVE POWER 203,668,028
		10	SHARED DISPOSITIVE POWER Not applicable.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 203,668,028
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.47%
14	TYPE OF REPORTING PERSON* BK

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SEC 1746 (9-88) 2 of 6

     Banco Bilbao Vizcaya Argentaria, S.A., a Spanish corporation (“BBVA”) hereby amends its Report on Schedule 13D, originally filed on May 24, 1999 (the “Schedule 13D”), as amended by Amendment No. 1 filed on February 24, 2000, with respect to the purchase of Ordinary Shares of Common Stock, no par value per share (the “Shares”) of Administradora de Fondos de Pensiones Provida S.A., a pension fund administrator operating in the Republic of Chile (the “Company”). Terms not otherwise defined herein have the meanings assigned to them in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration      The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:      Since the most recent amendment to this 13D on February 24, 2000, BBVA acquired through open market purchases an additional 35,199,320 Shares representing 10.74% of the Company. These acquisitions were funded with internally generated funds.

Item 5.

Interest in Securities of the Issuer. The response set forth in Item 5(a) of the Schedule 13D is hereby amended to read:      As a result of its acquisition of Shares of the Company through open market transactions, BBVA beneficially owns, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, approximately 203,668,028 Shares, representing 61.47% of the outstanding equity of the Company.      Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares. The response set forth in Item 5(b) of the Schedule 13D is hereby amended to read:      As a result of the transactions described above, BBVA may be deemed pursuant to Rule 13d-3 to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 203,668,028 Shares.      The response set forth in Item 5(c) of the Schedule 13D is hereby amended to read:      During the past sixty days, BBVA purchased an aggregate of 10,515,480 Ordinary Shares of the Company in the open market. The price per share for these Ordinary Shares was US$1.392.

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SIGNATURE

     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 22, 2000

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By:	/s/ Raúl Santoro
	Name:	Raúl Santoro
	Title:	Authorized Representative
		Banco Bilbao Vizcaya Argentaria, S.A.

4 of 6

Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

     The name and present principal occupation or employment of each of the directors and executive officers of Banco Bilbao Vizcaya Argentaria, S.A. are set forth below. All of the Directors and Executive Officers are citizens of Spain. The registered business address of each of the persons listed below is Plaza de San Nicolas 4, 48005 Bilbao, Spain.

Directors
Name	Principal Occupation
Emilio de Ybarra y Churruca		President
Francisco González Rodriguéz		President
Pedro Luis Uriarte Santamarina		Vice President
Gervasio Collar Zabaleta		Vice President
José Domingo Ampuero		Vice President
Jesús María Cainzos Fernández		Director
Eduardo Aguirre y Alonso Allende		Director
Juan Carlos Álvarez Mezquiriz		Director
Plácido Arango Arias		Director
Francisco Javier Aresti y Victoria de Lecea		Director
Ramón Bustamante y de la Mora		Director
José Caparrós Peréz		Director
Alfonso Cortina		Director
Juan Entrecanales Azcarate		Director
Oscar Fanjul Martín		Director
Ignacio Ferrero Jordi		Director
Javier Gálvez Montes		Director
Ramón de Icaca Zabálburu		Director
Luis Lezama Leguizamon		Director
José Llado Fernández Urrutia		Director
José Maldonado Ramos		Secretary
Gregorio Marañón y Bertrán de Lis		Director
Enrique Medina Fernández		Director

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Ricardo Muguruza Garteiz		Director
Antonio Patrón Pedrera		Director
Alejandro Royo-Villanova Payá		Director
José María San Martin Espinós		Director
Jaume Tomás Sabaté		Director
Juan Urrutia Elejalde		Director
Andres Vilarniño Maura		Director
Fernando de Ybarra Lopez-D.		Director
Luis María de Ybarra y Zubiria		Director
Executive Officers (who are not directors)
Name	Principal Occupation
José María Abril Pérez	General Manager
Luis Bastida Ibarguen	General Manager
José Luis Carranza Ortiz	General Manager
Javier Echenique Landiribar	General Manager
Mario Fernández Pelaz	General Manager
José Antonio Fernandez Rivero	General Manager
José Fonollosa García	General Manager
José Igancio Goirigolzarri Tellaeche	General Manager
José Ramón Guerediaga Mendiola	General Manager
Manuel Méndez del Río	General Manager
Federico Outón del Moral	General Manager
Gonzalo Terreros Ceballos	General Manager
Gregorio Villalabeitia Galarraga	General Manager

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