BANPONCE CORP
8-A12G, 1994-06-17
STATE COMMERCIAL BANKS
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<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                            -----------------------                

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                       PURSUANT TO SECTION 12(b) OR 12(g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                             BANPONCE CORPORATION                       
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)



             PUERTO RICO                             66-041-6582     
    -------------------------------            ----------------------
       (State of incorporation                    (I.R.S. employer
           or organization)                    identification number)

        209 MUNOZ RIVERA AVENUE,
         HATO REY, PUERTO RICO                          00918    
- ----------------------------------------            -------------
(Address of principal executive offices)              (Zip code)

       Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                         Name of each exchange on which 
     to be so registered                         each class is to be registered
     -------------------                         -----------------------------
           NONE                                          NOT APPLICABLE

       Securities to be registered pursuant to Section 12(g) of the Act:

             8.35% NON-CUMULATIVE MONTHLY INCOME PREFERRED STOCK,
                                 1994 SERIES A
             ----------------------------------------------------
                               (Title of Class)



                                                                     Page 1 of 3
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES
         TO BE REGISTERED.

                The securities to be registered hereunder are the 8.35%
         Non-Cumulative Monthly Income Preferred Stock, 1994 Series A (the
         "Series A Preferred Stock"), of BanPonce Corporation (the
         "Registrant").  A description of the Series A Preferred Stock is set
         forth under the caption "Summary of Certain Terms of the Series A
         Preferred Stock" on pages S-4 through S-10 of the Prospectus Supplement
         dated June 17, 1994, and pages 23 through 26 of the Prospectus dated
         May 3, 1994, in each case filed pursuant to Rule 424(b) under the
         Securities Act of 1933, which is part of Registration Statement No.
         33-57038, which description is incorporated herein by reference.


ITEM 2.  EXHIBITS.

                The following exhibits are filed as part of this registration
         statement:

                          1.      Form of Series A Preferred Stock Certificate,
                                  incorporated herein by reference to Exhibit 4
                                  to the Registrant's Current Report on Form
                                  8-K filed with the Securities and Exchange
                                  Commission on June 17, 1994, to incorporate
                                  such form of Series A Preferred Stock
                                  Certificate into Registration Statement No.
                                  33-57038.

                          2.      Certificate of Incorporation of the
                                  Registrant, incorporated herein by reference
                                  to Exhibit 4.1 to Registration Statement No.
                                  33-39028.

                          3.      Certificate of Resolution creating the Series
                                  A Preferred Stock, incorporated herein by
                                  reference to Exhibit 3 to the Registrant's
                                  Current Report on Form 8-K filed with the
                                  Securities and Exchange Commission on June
                                  17, 1994, to incorporate such Certificate of
                                  Resolution into Registration Statement No.
                                  33-57038.





                                                                     Page 2 of 3
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                                   SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                        BANPONCE CORPORATION



                                        By: /s/ David H. Chafey, Jr.
                                            --------------------------------
                                            Name:   David H. Chafey, Jr.  
                                            Title:  Executive Vice President

Dated:  June 17, 1994





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