Banco Bilbao Vizcaya Argentaria, S.A.

Explanatory Note

Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) is furnishing this Form 6-K/A,
which amends and restates in its entirety BBVA’s report on 6-K furnished to the
Securities and Exchange Commission on January 10, 2012 (the “Original Form
6-K”).  The Original Form 6-K inadvertently omitted its exhibit.  The sole
purpose of this Form 6-K/A is to include such exhibit.


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

RELEVANT FACT

According to the Bank of Spain Circular 4/2004 (rule number 30) and to the
International Accounting Standard 36, BBVA Group carries out an annual
evaluation of the goodwills held within the Group, through the corresponding
impairment tests.


Taking into account available data and latest forecasted profits, the outcome of
the aforementioned test at December 31, 2011, shows a potential negative
adjustment in the Goodwill for the Group investment in the USA. Even though
during 2011 there has been a positive evolution of profits and activity in this
Unit, compared to the previous year, the latest forecasted economic growth for
USA and the impact of the new regulatory framework in the financial industry
have slowed down the forecasted growth in future profits.


The estimated impact in the financial statements due the Goodwill adjustment for
this Unit is approximately 1,000 million Euros on a net basis. This impact will
be reflected in the 2011 financial statements for BBVA Group, which will be
submitted to the Board of Directors in order to prepare annual accounts.


However, this adjustment has no effect in future cash flow, and therefore will
not affect the liquidity of BBVA Group. Additionally, it has a positive impact
in the core capital of the Group, which will be increased in approximately 400
million Euros due to the tax accounting of the Goodwill.

This adjustment will not modify the planned dividend payments of the Group.


		Madrid, January 10, 2012

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: 02/29/2012	By:	Mª Jesús ARRIBAS DE PAZ
	Name:	Mª Jesús ARRIBAS DE PAZ
	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