Banco Bilbao Vizcaya Argentaria, S.A.

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), pursuant to the provisions of
article 82 of the Spanish Securities Market Act, proceeds by means of the
present document to notify the following:

RELEVANT EVENT


BBVA has reached today an agreement for the acquisition of Compass Bancshares,
Inc. (“Compass”), a USA banking group, quoted on Nasdaq, and active in
Alabama, Texas, Florida, Arizona, Colorado and New  México, for a total
approximate amount of US$9,600 million.  BBVA will pay part of the
consideration to Compass shareholders in cash and part in 196,000,000 newly
issued BBVA shares or ADSs. The agreement provides that the shareholders of
Compass may choose between consideration in cash or in BBVA shares, subject to
proration if either election is oversubscribed, as both amounts are
predetermined.

The acquisition will be accomplished through mergers and a Binding Share
Exchange, and its effect shall be conditioned, according to applicable law, on
the approval of the transaction at a shareholders’ meeting of Compass by an
affirmative vote of the majority of the outstanding share capital and, as is
usual in this type of transaction, to prior receipt of regulatory approvals.

BBVA´s board, once such administrative approvals have been obtained, will
propose to its shareholders’ meeting a capital increase for a maximum amount
of 196,000,000 shares, where pre-emptive rights will be excluded. This
approval will be necessary for the implementation of the transaction.

BBVA shall finance the cash consideration in this transaction with internal
resources, among which the funds raised through the sale of its 5.01% stake in
Iberdrola. This sale is accomplished through the closing and settlement of
hedging positions, “equity swaps” previously agreed, representing gross
capital gains of €844.4 million. With the latter divestment BBVA will cease to
hold a stake in Iberdrola.

Today, at 11.00 (Madrid time) the transactions shall be presented to analysts
and investors. There will be a live webcast of the presentation which may be
accessed from BBVA´s corporate site (www.bbva.com) and which will be available
for replay at BBVA´s corporate web site during at least the following month.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Banco Bilbao Vizcaya Argentaria, S.A.

Date: February 16, 2007	By:	Javier MALAGON NAVAS
	Name:	Javier MALAGON NAVAS
	Title:	Authorized Representative of BBVA

Banco Bilbao Vizcaya Argentaria, S.A. ———————————————————————————————————
(Translation of registrant’s name into English)

Kingdom of Spain ———————————————————————————————————
(Jurisdiction of incorporation or organization)

Plaza San Nicolás 4 48005 - BILBAO (SPAIN)
——————————————————————————————————— (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No