As part of its corporate restructuring programme, Repsol YPF has decided to offer the shareholders of its affiliates ASTRA, YPF and Repsol Comercial (in which it currently holds stakes for 67.9%, 97.8%, and 99.2% respectively), the possibility of swapping their shares in said companies for Repsol YPF shares, to be issued in capital increases.

A maximum capital increase of 40,636,629 shares (3.4% of Repsol YPF capital equity, comprising 1,188 million shares), to cover the three share acquisition offerings will be proposed to the General Ordinary Shareholders� Meeting to be held on June 28^th next.

The exchange ratios for the foregoing operations will be as follows:

ASTRA

Argentina: 4 Repsol YPF shares for every 3 Astra shares

Switzerland: 4 Repsol YPF shares for every 3 Astra shares

YPF

Argentina: 2 Repsol YPF shares for every YPF share

USA: 2 Repsol YPF ADRs shares for each YPF ADR

REPSOL COMERCIAL

Spain: 12 Repsol YPF shares for every 20 Repsol Comercial shares.

Following the acquisition of YPF in June 1999, and in fulfilment of the company�s commitment with the Argentine Government, Repsol YPF announced its intention to integrate the assets and business management conducted by Astra and YPF in Argentina. In addition, the divestment requirements accepted by Repsol YPF in Argentina (scheduled for execution before the end of this year), will change Astra from an integrated company (upstream and downstream) into a company mainly focused on upstream.

This new business structure has led Repsol YPF to consider it necessary to offer Astra shareholders the opportunity of swapping their shares for Repsol YPF shares.

In the case of YPF, Repsol YPF wishes to offer shareholders who did not subscribe the exchange offer in June 1999 a second chance to sell their shares.

Since November 1999, Repsol YPF shares have been traded on the Buenos Aires Stock Exchange, in addition to the Spanish stock markets and, in the form of ADSs, on the New York Stock Exchange.