Banco Bilbao Vizcaya Argentaria, S.A.


Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), pursuant to the securities markets
regulations, communicates the following:

RELEVANT FACT

Capital increase with preferred subscription rights

The Board of Directors of BBVA, at its meeting held today, November 1, 2010, has
resolved, in exercise of the delegation conferred upon it by the General
Shareholders’ Meeting held on March 13, 2009, to increase the capital stock of
BBVA in a nominal amount of 367,300,973.76 euro, through the issuance and
circulation of 749,593,824 newly created ordinary shares, of 0.49 euro par value
each, of the same class and series as the shares already issued and outstanding
and represented by book entries. The subscription price of the new shares will
be of 6.75 euro per share (corresponding forty nine cents of euro (€0,49) to the
par value and 6.26 euro to the issue premium), hence, the total effective amount
of the capital increase will be of 5,059,758,312 euro.

The consideration for the newly issued shares will consist of cash
contributions, recognizing pre-emptive subscription rights over the newly issued
shares to the holders of BBVA issued shares.

Each currently issued and outstanding BBVA share will grant its holder a
pre-emptive subscription right, being necessary five (5) pre-emptive
subscription rights to subscribe one (1) new share. The pre-emptive subscription
rights will be traded in the Spanish Automated Quotation System (Sistema de
Interconexión Bursátil Español). The pre-emptive subscription period will have a
minimum duration of fifteen calendar days, starting on the day immediately
following the publication of the corresponding notice of issue in the Commercial
Registry Official Gazette.

Pre-emptive subscription rights not exercised will be automatically extinguished
at the expiration of the pre-emptive subscription period. In the event that the
full amount of the capital increase is not fully covered during the pre-emptive
subscription period, the shareholders and investors that have exercised their
full pre-emptive subscription rights during the pre-emptive subscription period
will be entitled to request, additionally and on a firm, irrevocable and
unconditional basis, the subscription for additional BBVA shares. Moreover, if
the requests for additional shares are not sufficient to cover the full amount
of the capital increase, the remaining shares will be distributed
discretionarily among qualified investors. The total number of shares to be
issued has been underwritten pursuant to an underwriting agreement.

This capital increase is part of a global transaction which seeks to attract
financial resources with the main purpose of optimizing the capital structure of
BBVA. However, the financial resources obtained from the capital increase could
be used in the corporate expansion transaction in Turkey which has been
communicated to the market today through the corresponding communication of
Relevant Fact, without the share capital increase being linked or conditioned in
any manner to the success of the referred acquisition or any other corporate
expansion transactions.

The terms and conditions of the capital increase and the steps for the
subscription of the newly issued shares will be set through in a prospectus to
be filed with the Comisión Nacional del Mercado de Valores (CNMV). Upon
registration by the CNMV, the prospectus will be made available to the public at
the corporate address of BBVA and, in electronic format, at its website
(www.bbva.com) and at the CNMV website (www.cnmv.es).


Madrid, November 2,2010



This announcement is not a prospectus but an advertisement and investors should
not subscribe for any new shares of BBVA or purchase any pre-emptive
subscription rights referred to in this announcement except on the basis of the
information contained in the prospectus.
This announcement does not constitute an offer to sell, or a solicitation of an
offer to subscribe for, the preemptive subscription rights or the new shares
being issued in connection with the share capital increase, in any jurisdiction
in which such offer or solicitation is unlawful or, as the case may be, until
the applicable requirements for those purposes have been met.
The distribution of this announcement and/or the transfer of pre-emptive
subscription rights and/or new shares into jurisdictions other than Spain and
the United Kingdom, may be restricted by law. Persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of the securities in the United
States, Mexico or any other jurisdiction and the securities may not be offered
or sold in the United States, Mexico or any other jurisdiction absent
registration or an exemption from registration under the relevant regulation of
each such jurisdiction. Any public offering of the securities in the United
States will be made by means of a prospectus containing detailed information
regarding BBVA and BBVA’s management including financial statements. Such
prospectus will be made available through BBVA. BBVA intends to register the
offering in the United States.

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: 11/02/2010	By:	Javier MALAGON NAVAS
	Name:	Javier MALAGON NAVAS
	Title:	Authorized representative

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