*SEE INSTRUCTIONS BEFORE FILLING OUT!

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     The class of equity securities to which this statement relates is the Ordinary Shares, Ps. 1 nominal value per share (the “Shares”), of Banco Francés del Rio de la Plata S.A., an Argentinean corporation (the “Company”). The principal executive offices of the Company are located at Reconquista 199, 1003, Buenos Aires, Argentina.

     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 Via 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.

     BBV is a leading financial institution in Spain which provides a wide range of banking, financial and related services in Spain as well as the twenty-six other countries in which it has offices or subsidiaries. BBV’s primary businesses are retail banking, wholesale banking, private banking, markets activities and diversification activities. The domestic retail banking business, which accounted for approximately 48% of BBV’s total assets in 1995, is conducted through BBV and its 10 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, 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.

     Pursuant to the Stock Sale Agreement dated as of October 10, 1996 (the “Agreement”) between Luis Maria Otero Monsegur, Luis Roque Otero Monsegur, Florencia Otero Monsegur de Brea, Maria Antonia Otero Monsegur, Horacio Rafael Areco, Jorge Manuel Areco and BBV, BBV has in principal agreed to indirectly purchase 30.04% of the equity of the Company. It is currently anticipated that the amount of funds required by BBV to consummate the proposed acquisition of 30.04% of the equity of the Company is approximately US$375 million. BBV anticipates that such purchase will be funded with internally generated funds.

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     BBV’s proposed acquisition of an interest in the Company helps to support its overall international growth strategy and to increase its presence in Latin America. Upon consummation of the purchase of the Shares, BBV will review the Company’s business affairs and financial position. Based on such evaluation and review, BBV will consider various alternative courses of action.

     Pursuant to the Agreement, BBV has the right to appoint members to the board of directors. Upon consummation of the transactions contemplated by the Agreement, such directors will be identified.

     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.

     (a) Upon consummation of the transactions contemplated by the Agreement, BBV will purchase and, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, will beneficially own approximately 38,522,718 Shares, representing approximately 30.04% of the outstanding equity of the Company.

     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 owns beneficially any Shares.

    (b) BBV will have the power to vote and to dispose of approximately 38,522,718 Shares.

     (c) Neither BBV, nor any person controlling BBV, nor to the best of its knowledge, any persons named in Schedule A hereto has acquired any Shares since August 10, 1996.

     (d) Inapplicable.

     (e) Inapplicable.

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     Upon consummation of the transaction contemplated by the Agreement, BBV will appoint members to the board of directors of the Company. Pursuant to the Agreement, the following decisions and transaction currently require the prior consent of BBV: (i) any decision which might affect in a significant manner the capital structure or legal configuration of the Company and/or its affiliates and subsidiaries, or the networks of same; (ii) transactions involving investment in or divestiture of financial holdings and fixed assets in an amount greater than US$2 million; (iii) loan transactions or restructurings of loans in an amount greater than US$5 million; (iv) new loan transactions or restructurings of loans made to directors and/or persons or entities related to parties who are signatories to the Agreement; (v) loan transactions to political parties, trade unions or media/communication companies, (vi) modifications to the compensation or incentive system for executive personnel; (vii) any waiver or transfer of rights with economic value; (viii) the declaration or distribution of profits or issuance of shares except for distribution of dividends corresponding to the 1995-1996 fiscal year, as more fully described in the Agreement; (ix) the establishment of any compensation plan for members of the board of directors of the Company; and (x) transactions pursuant to which the Company and/or its affiliates and subsidiaries become indebted for a term greater than one year and in an amount greater than US$10 million.

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     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: October 17, 1996

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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.

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