Banco Bilbao Vizcaya Argentaria, S.A.


Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), pursuant to the provisions of the
Spanish Securities Market Act, hereby

INFORMS

“BBVA International Preferred SA”, a subsidiary guaranteed at 100% by BBVA, has
published an exchange offer in relation to 3 issues of preferred securities sold
to institutional investors for a nominal amount of approximately 1,500 million
euros.

The exchange will be for new preferred securities which will comply with current
market standards and regulatory requirements in order to be accounted for as
equity.

The amount of capital gains arising from this transaction will depend on the
definitive level of acceptance of the exchange offer. Said capital gains shall
be used to increase additional reserves.

Madrid, October 6, 2009

BBVA International Preferred, S.A. Unipersonal, a wholly owned subsidiary of
Banco Bilbao Vizcaya Argentaria, S.A., has today invited holders of its 3 series
of existing Euro and Sterling denominated Tier 1 hybrid securities described
below (the “Existing Securities”) to offer to exchange any and all of their
Existing Securities for new Euro and Sterling denominated Tier 1 hybrid
securities (the “New Securities”) described below (the “Exchange Offers”).

Description of the Exchange Offers
The Existing Securities are all perpetual securities issued by BBVA
International Preferred:

Series and ISIN		Distribution Rate (%)	Currency	Issue Amount.  (MM)	Call
Date	Exchange Ratio (%)	Cash Incentive Amount	New Security
Series A XS0229864060		3.798	EUR	550	22/09/15	81.5	€80 per  €1,000	Euro New
Security
Series B XS0266971745		4.952	EUR	500	20/09/16	81.5	€80 per  €1,000	Euro New
Security
Series D XS0308305803		7.093	GBP	400	19/07/12	69.0	£100 per £1,000	Sterling New
Security


The New Securities:

Security	Issuer	Currency	Structure and Distribution
Euro New Security	BBVA International Preferred, S.A. Unipersonal	EUR	Series E
8.5% Perp NC5 Fixed/Floating Rate Non-Cumulative Perpetual Guaranteed Preferred
Securities
Sterling New Security	BBVA International Preferred, S.A. Unipersonal	GBP	Series
F 9.1% Perp NC5 Fixed/Floating Rate Non-Cumulative Perpetual Guaranteed
Preferred Securities

Timetable of the Exchange Offers

Date and Time	Event
15:30 CET, on 5 October 2009        	Commencement of the Exchange Offers
5 p.m. CET, on 14 October 2009	Exchange Offer Deadline, unless extended,
re-opened or terminated
15 October 2009	Announcement of the Exchange Offers’ results and of the
applicable margin over EURIBOR or LIBOR, as the case may be, that will apply to
each New Security when its Distribution rate changes to a floating rate basis
21 October 2009	Expected settlement date of the Exchange Offers

The complete terms and conditions of the Exchange Offers are set forth in an
Exchange Offer Memorandum dated 5 October 2009 (including the Preliminary
Prospectus annexed thereto) that will be sent to eligible holders of Existing
Securities at their request.

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: 10/06/2009	By:	Javier MALAGON NAVAS
	Name:	Javier MALAGON NAVAS
	Title:	Chief accounting officer

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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