<PAGE> P-1
Pricing Supplement, dated August 6, 1996
to Prospectus dated September 27, 1995 and
Prospectus Supplement dated October 6, 1995
BanPonce Financial Corporation
Medium-Term Notes, Series C
Due From Nine Months to 30 Years From Date of Issue
Unconditionally Guaranteed as to Payment of Principal, Premium, if any,
and Interest by
BanPonce Corporation
<TABLE>
<CAPTION>
<S> <S>
PRINCIPAL AMOUNT . . . . . . . . . . U.S. $75,000,000.00
ORIGINAL ISSUE DATE . . . . . . . . . August 9, 1996
MATURITY DATE . . . . . . . . . . . . August 9, 2001
GLOBAL SECURITY . . . . . . . . . . . Yes
INTEREST RATE PER ANNUM . . . . . . . 6.75%
INTEREST RATE BASIS . . . . . . . . . Fixed
INTEREST PAYMENT DATES. . . . . . . . June 15 and December 15 of each
year and at Maturity, commencing
on December 15, 1996.
</TABLE>
<TABLE>
<CAPTION>
Price Underwriting Proceeds
to Public(1) Discount(2) to Company(1)(3)
<S> <C> <C> <C>
Per Note . . . . . . 99.56% 0.50% 99.06%
Total . . . . . . . . $74,670,000 $375,000 $74,295,000
<FN>
(1) Plus accrued interest from August 9, 1996, if any.
(2) The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the
Securities Act of 1933.
(3) Before deducting expenses payable by the Company.
</FN>
</TABLE>
The Notes offered hereby are offered by the several Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that
the Notes will be ready for delivery in New York, New York, on or about
August 9, 1996, against payment therefor in immediately available funds.
Merrill Lynch & Co. CS First Boston
<PAGE>
<PAGE> P-2
RECENT DEVELOPMENTS
The U.S. Congress has approved legislation (the "Legislation") that
would, among other things, repeal Section 936 of the U.S. Internal Revenue
Code ("Section 936"). The Legislation has not yet been signed into law by
the President of the United States. In general terms, Section 936 provides
U.S. corporations operating in Puerto Rico ("936 Corporations") with a tax
credit against U.S. federal tax liability on income derived from business
operations and certain investments in Puerto Rico. The Legislation phases
out the Section 936 tax credit for income derived from Puerto Rican
business operations of a 936 Corporation over a 10-year period. The
Legislation would repeal, retroactively as of July 1, 1996, the credit
against U.S. federal tax liability for investments made by 936 Corporations
in Puerto Rico ("936 Funds"). This credit has created a local money market
(the "936 funds market") whose cost is usually below that of the U.S.
mainland or the Eurodollar market. The volume of the 936 funds market
could be reduced substantially during BanPonce Corporation's (the
"Corporation") current fiscal year, if the Legislation becomes law. As of
June 30, 1996, the Corporation was a recipient of and had a balance of $2.9
billion in 936 Funds, representing 19.15% of the Corporation's total
liabilities. Management believes that the main impact of the Legislation,
if signed into law, would be a moderate net increase in the Corporation's
cost of funds. The anticipated rise in the cost of funds is expected to be
partially offset by a decrease in the cost of complying with various
investment requirements mandated by local regulations that are applicable
to all recipients of 936 Funds. The repeal of Section 936 could have an
adverse effect on the general economic condition of Puerto Rico, the
Corporation's predominant service area.
USE OF PROCEEDS
The proceeds from the issuance of the Notes to which this Pricing
Supplement relates will be used to finance the Corporation's subsidiaries.
CERTAIN ADDITIONAL FEDERAL TAX CONSEQUENCES
Recently proposed U.S. Treasury regulations (the "Proposed
Regulations") would establish alternative methods for providing the
certification that is required, as described in the Prospectus Supplement
under the caption "United States Taxation -- United States Alien Holders",
for payments on the Notes to be free from United States withholding tax,
information reporting requirements and backup withholding tax. The
Proposed Regulations also would require, in the case of Notes held by
foreign partnerships, that (x) the certification described above be
provided by the partners rather than by the foreign partnership and (y) the
partnership provide certain information, including a United States taxpayer
identification number. A look-through rule would apply in the case of
certain tiered partnerships. The Proposed Regulations are proposed to be
effective for payments made after December 31, 1997. There can be no
assurance that the Proposed Regulations will be adopted or as to the
provisions that they will include if and when adopted in temporary or final
form.
<PAGE>
<PAGE> P-3
UNDERWRITING
Subject to the terms and conditions set forth in a terms agreement
(the "Terms Agreement") among BanPonce Financial Corporation (the
"Company"), the Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and CS First Boston Corporation (the "Underwriters"), the
Company has agreed to sell to the Underwriters, and the Underwriters have
severally agreed to purchase, the respective principal amount of Notes set
forth after their names below. The Terms Agreement provides that the
obligations of the Underwriters are subject to certain conditions precedent
and that the Underwriters will be obligated to purchase all of the Notes if
any are purchased.
<TABLE>
<CAPTION>
Principal
Underwriter Amount
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . $52,500,000
CS First Boston Corporation . . . . . . . . . . . . 22,500,000
Total . . . . . . . . . . . . . . . $75,000,000
</TABLE>
The Underwriters have advised the Company that they propose initially
to offer the Notes to the public at the public offering price set forth on
the cover page of this Pricing Supplement, and to certain dealers at such
price less a concession not in excess of .3% of the principal amount. The
Underwriters may allow, and such dealers may reallow, a discount not in
excess of .25% of the principal amount of the Notes to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933.
The Underwriters and certain of their affiliates and associates are
customers of, including borrowers from, engage in transactions with, and/or
perform services for, the Corporation and its subsidiaries, in the ordinary
course of business. Also, in the ordinary course of their respective
businesses, affiliates of the Underwriters engage, and may in the future
engage, in commercial banking and investment banking transactions with the
Corporation and its subsidiaries. The Underwriters have performed
investment banking services for the Corporation in the last two years and
have received fees in connection therewith.
