<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 33-61601
Pricing Supplement, dated February 3, 1997
to Prospectus Supplement dated October 6, 1995
to Prospectus dated September 27, 1995
BANPONCE CORPORATION
MEDIUM-TERM NOTES, SERIES 2
DUE FROM NINE MONTHS TO 30 YEARS FROM DATE OF ISSUE
PRINCIPAL AMOUNT ............................. $5,000,000.00
ORIGINAL ISSUE DATE........................... February 6, 1997
MATURITY DATE................................. February 5, 1999
GLOBAL NOTE................................... Yes
INITIAL INTEREST RATE......................... 5.6825%
INTEREST RATE BASIS........................... 3 Month LIBOR
INDEX MATURITY................................ N/A
SPREAD........................................ +.12%
INTEREST RATE RESET PERIOD.................... March 17, 1997, June 16,
1997, Sept. 15, 1997, Dec.
15, 1997, March 16, 1998,
June 15, 1998, Sept. 14, 1998,
and Dec. 14, 1998
INTEREST PAYMENT PERIOD....................... March 19, 1997, June 18,
1997, Sept. 17, 1997, Dec.
17, 1997, March 18, 1998,
June 17, 1998, Sept. 16,
1998, Dec. 16, 1998 and at
maturity
REDEMPTION PROVISIONS "If BanPonce Corporation does not maintain
top-tier short-term ratings from a minimum of
two of the six Nationally Recognized Statistical
Rating Organizations, the purchaser shall have the
unconditional right to demand prepayment of 100%
of the outstanding principal amount of the note
plus accrued interest. Such demand shall be made
by telephone from the purchaser to the issuer up
until 12:00 pm...CST, on the same business day on
which the prepayment will be made. The issuer
shall pay to the purchaser the principal amount
under the note(s) and all interest accrued and
not paid therefore on the date of prepayment.
All payments shall be made in immediately
available funds."
The Purchaser shall have the unconditional right
at any time to demand prepayment of up to 100% of
the outstanding principal amount of this Note by
notifying the Issuer seven calendar days
preceding the day on which the prepayment will be
made. The Issuer shall pay to the Purchaser the
principal amount under the Note or the portion
thereof to be prepaid and all interest accrued and
not paid theretofore on the date of prepayment.
All payments shall be made in immediately
available funds.
The proceeds from the issuance of the Note to which this Pricing Supplement
relates will be used to finance BanPonce Corporation subsidiaries.
