Banco Bilbao Vizcaya Argentaria, S.A. hereby amends and supplements its Report on Schedule 13D, originally filed on October 17, 1996 (as heretofore amended and supplemented, the “Schedule 13D”) with respect to the purchase of ordinary shares of Argentine Peso 1.00 par value each (the “Shares”) of BBVA Banco Francés S.A. (the “Company”). Unless otherwise indicated, capitalized terms used in this Amendment No. 8 (the “Amendment”), but not defined herein, shall have the meaning assigned to such term in the Schedule 13D.

     Rule 13d-2(e) of the Exchange Act provides that the first electronic format amendment to a paper format Schedule 13D shall restate the entire text of the Schedule 13D. Accordingly, the Schedule 13D and each of the prior seven amendments thereto are being filed as part of this Amendment as Exhibit 1, Exhibit 2, Exhibit 3, Exhibit 4, Exhibit 5, Exhibit 6, Exhibit 7 and Exhibit 8 hereto and are incorporated by reference herein for all purposes. Because previously filed paper exhibits to a Schedule 13D are not required to be restated electronically, exhibits to the Schedule 13D previously filed in paper format are not being refiled with this Amendment.

      Item 2 of the schedule 13D is hereby amended and supplemented by the following information:

     The person filing this statement is Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), whose principal business office is located at Paseo de la Castellana 81, 28046 Madrid, Spain. The names, addresses, occupations and citizenship of the executive officers and directors of BBVA are set forth on Annex A hereto.

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

      Item 3 of the Schedule 13D is hereby amended and supplemented by the following information:

     Since the filing of Amendment No. 7 to the Schedule 13D on December 22, 2000 (attached hereto as Exhibit 8) through June 30, 2006, BBVA has acquired, directly or indirectly, through open market purchases an additional 215,613,841 Shares of the Company. These acquisitions were funded with internally generated funds.

     The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by the following information:

     BBVA intends to review its holdings in the Company on a continuing basis and, depending upon the price and availability of the Shares, subsequent developments affecting the Company, the business prospects of the Company, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing their investment in the Company. As part of this ongoing review, BBVA has engaged and/or may in the future engage, legal and financial advisors to assist it in such review and in evaluating strategic alternatives that are or may become available with respect to its holdings in the Company.

     Except as set forth in this Amendment, BBVA does not have any plan or proposals that 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 the following information:

     As a result of its acquisition of the Shares through open market transactions, BBVA beneficially owns, directly and indirectly through certain of its subsidiaries, for the purpose of Rule 13d-3 under the Exchange Act, approximately 358,674,135 Shares, representing 76.09% of the outstanding Shares of the Company (45.65% are owned directly by BBVA and 30.44% are owned indirectly through certain subsidiaries of BBVA).

     Except as set forth in this Item 5(a), none of BBVA or any other person controlling BBVA beneficially owns any Shares.