<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 33-61601-01
Pricing Supplement, dated December 10, 1996
to Prospectus Supplement dated October 6, 1995
to Prospectus dated September 27, 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>
<S> <C>
PRINCIPAL AMOUNT................................ $15,000,000.00
ORIGINAL ISSUE DATE............................. December 13, 1996
MATURITY DATE................................... December 15, 1999
GLOBAL NOTE..................................... Yes
INITIAL INTEREST RATE........................... 6.164%
INTEREST RATE BASIS............................. Fixed
INDEX MATURITY.................................. N/A
SPREAD.......................................... N/A
INTEREST RATE RESET PERIOD...................... N/A
INTEREST PAYMENT PERIOD......................... June 15, December 15, and at
maturity. (First interest
payment 06/15/97).
</TABLE>
The proceeds from the issuance of the Note to which this Pricing Supplement
relates will be used to finance BanPonce Financial Corporation subsidiaries.
RECENT DEVELOPMENTS
On August 20, 1996, the Small Business Job Protection Act of 1996 (the "Small
Business Job Protection Act") was signed into law. The Act provides for the
repeal of Section 936 of the Internal Revenue Code of 1986, as amended ("Section
936") subject to a ten year grandfather provision. In general terms, Section
936 provides United States corporations operating in Puerto Rico ("936
corporations") with a tax credit against United States federal tax liability on
income derived from business operations and certain investments in Puerto Rico.
The Small Business Job Protection Act phases out the Section 936 tax credit for
income derived from Puerto Rican business operations of a 936 Corporation over
a ten-year period and repeals, retroactively as of July 1, 1996, the credit
against United States federal tax liability for investments ("936 funds") made
by 936 corporations in Puerto Rico. This credit has created a local money
market (the "936 funds market") in which funding is normally available at a cost
below that prevailing in the United States mainland or the Eurodollar markets.
The volume of the 936 funds market could be reduced significantly during the
Corporation's current fiscal year as a result of the enactment of the Act. As
of September 30, 1996, the Corporation was a recipient of and had a balance of
$[3.2] billion in 936 funds, representing [20.6]% of the Corporation's total
liabilities. Management anticipates that the main impact of this legislation
will 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 also could have an adverse effect on the general economic
condition of Puerto Rico, the Corporation's predominant service area.
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 payment 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.
