Banco Bilbao Vizcaya, S.A., a Spanish corporation ("BBV") hereby amends its Report on Schedule 13D, originally filed on October 17, 1996 (the “Schedule 13D”), and amended by Amendment No. 1 on December 23, 1996, Amendment No. 2 on January 24, 1997, Amendment No. 3 on April 30, 1997 and by Amendment No. 4 on November 21, 1997, with respect to the purchase of Ordinary Shares, Ps. 1 nominal value per share (the “Ordinary Shares”) of Banco Francés del Rio de la Plata S.A., an Argentinean corporation (the “Company”). Terms not otherwise defined herein have the meanings assigned to them in Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

     The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     “During the months of November and December 1997, BBV acquired, through a subscription of Ordinary Shares in connection with a capital increase and separate open market purchases, an aggregate of 31,620,150 Ordinary Shares representing 18.34% of the issued and outstanding Ordinary Shares of the Company. The total purchase price for these shares was approximately U.S. $275 million. This acquisition was funded with internally generated funds.

     On January 16, 1998, BBV entered into an Option Exercise Agreement with Fernando Jorge de Santibañes (“Santibañes”) pursuant to which BBV acquired 55,242,951 shares or 28.04% of the capital stock of Banco de Crédito Argentino (“BCA”), a 77% owned subsidiary of the Company, for an aggregate purchase price of approximately U.S. $161 million. Such acquisition was funded with internally generated funds. As further described in Item 4 below, upon the consummation of the merger between BCA and the Company, BBV will exchange its shares of BCA for approximately a total of 14,070,252 Ordinary Shares representing 8.16% of the issued and outstanding capital stock of the Company.”

     Item 4 of Schedule 13D is hereby deleted in its entirety and replaced by the following:

     “BBV’s acquisition of an interest in the Company helps to support its overall international growth strategy and to increase its presence in Latin America. BBV will assume a role in the management of the Company and will continuously review the Company’s business affairs and financial position. Based on such evaluation and review, as well as conditions in the securities markets and general economic and industry conditions, BBV may consider from time to time various alternative courses of action, including the acquisition of additional Ordinary Shares of the Company.

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The Company’s Board of Directors and stockholders have approved a plan under which BCA, a 77% owned subsidiary of the Company, will be merged into the Company. As consideration for the merger, the shareholders of BCA will receive one Ordinary Share of the Company per 3.926 shares of BCA. It is expected that the merger will take place sometime before January 31, 1997.

     Except as set forth above, none of BBV, any person controlling BBV, or to the best of 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.”

     The response set forth in Item 5(a) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     “As a result of its acquisition of Ordinary Shares of the Company through a subscription of shares in connection with a capital increase and open market transactions, and upon consummation of the merger between BCA and the Company, BBV will beneficially own, for the purpose of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, approximately 97,719,421 Ordinary Shares, representing approximately 52.36% of the outstanding equity of the Company.”

     The response set forth in Item 5(b) of the Schedule 13D is hereby amended and supplemented by adding the following information at the end thereto:

     “Upon the consummation of the transactions described above, BBV may be deemed pursuant to Rule 13d-3 to have the power to vote or to direct the vote, or to dispose or direct the disposition of, approximately 97,719,421 Ordinary Shares.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

     Item 6 is hereby amended and supplemented by adding the following information at the end thereto:

     “On January 16, 1998, BBV entered into an Option Exercise Agreement with Santibañes pursuant to which BBV acquired 55,242,951 shares or 28.04% of the capital stock of BCA, a 77% owned subsidiary of the Company, for an aggregate purchase price of approximately U.S. $161 million. As further described in Item 4 above, upon the consummation of the merger between BCA and the Company, BBV will exchange its shares of BCA for approximately a total of 14,070,252 Ordinary Shares representing 8.16% of the issued and outstanding capital stock of the Company.”

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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: January 22, 1998

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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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