8-K

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                 SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT
               PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



 Date of Report (Date of earliest event reported):  August 19, 1996
                           ---------------



                              BanPonce Corporation
                              --------------------
             (Exact name of registrant as specified in its charter)




  Commonwealth of Puerto Rico     No. 0-13818        No. 66-0416582
  ---------------------------     -----------        --------------
   (State or other jurisdic-      (Commission        (IRS employer
    tion of incorporation)       File Number)     Identification No.)





          209 Munoz Rivera Avenue
           Hato Rey, Puerto Rico                   00918
           ---------------------                   -----
  (Address of principal executive offices)       (Zip Code)





 Registrant's telephone number, including area code: (809) 765-9800




- - - -------------------------------------------------------------------
    (Former name or former address, if changes since last report)




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Item 5.    Other Events

           BanPonce Financial Corp., an indirect, wholly owned subsidiary of
BanPonce Corporation and a co-registrant therewith with respect to a
Registration Statement filed on Form S-3 (No. 33-61601), has amended and
restated its certificate of incorporation, decreasing its authorized capital
stock from 10,000 shares of Common Stock and 10,000,000 shares of Preferred
Stock to 10,000 shares of Common Stock, par value $1 per share, and 1,000 shares
of Preferred Stock, par value $.01 per share.


Item 7.    Financial Statements and Exhibits

      (4)(c)    Amended and Restated Certificate of
                Incorporation of BanPonce Financial Corp.





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                           SIGNATURE


           Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                             BANPONCE CORPORATION
                                  (Registrant)



Date: August 30, 1996        By: /s/ Larry B. Kesler
                             Name:  Larry B. Kesler
                             Title: Executive Vice President

EX-4

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                                                                    Exhibit 4(c)









            AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            BANPONCE FINANCIAL CORP.



            BANPONCE FINANCIAL CORP., a Delaware corporation, hereby certifies
as follows:
            FIRST.  The name of the corporation is BanPonce
Financial Corp.  The date of filing of its original certifi-
cate of incorporation with the Secretary of State was
April 11, 1991.
            SECOND. This restated certificate of incorporation amends, restates
and integrates the provisions of the certificate of incorporation of said
corporation and has been duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware by
written consent of the holder of all of the outstanding stock entitled to vote
thereon in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
            THIRD.  The text of the certificate of incorpora-
tion is hereby amended and restated to read herein as set
forth in full:
            "FIRST.     The name of the corporation is BanPonce
      Financial Corp.
            SECOND.     The address of the corporation's
      registered office in the State of Delaware is
      Corporation Trust Center, 1209 Orange Street in the
      City of

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      Wilmington, County of New Castle.  The name of
      its registered agent at such address is The
      Corporation Trust Company.
            THIRD.      The purpose of the corporation is to
      engage in any lawful act or activity for which corpora-
      tions may be organized under the General Corporation
      Law of Delaware.
            FOURTH. The total number of shares of all classes of stock which the
      corporation shall have authority to issue is 11,000, of which 10,000
      shares of the par value of $1.00 per share shall be designated as Common
      Stock and 1,000 shares of the par value of $.01 per share shall be
      designated as Preferred Stock. Shares of Preferred Stock may be issued in
      series from time to time by the board of directors, and the board of 
      directors is expressly authorized to fix by resolution or resolutions the
      designations and the powers, preferences and rights, and the qualifica-
      tions, limitations and restrictions thereof, of the shares of each series
      of Preferred Stock, including without limitation the following:
                  (a)  the distinctive serial designation of
            such series which shall distinguish it from other
            series;
                  (b) the number of shares included in such series, which number
            may be increased or decreased from time to time unless otherwise
            provided by the



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            board of directors in the resolution or
            resolutions providing for the issue of such series;
                  (c) the dividend rate (or method of determining such rate)
            payable to the holders of the shares of such series, any conditions
            upon which such dividends shall be paid and the date or dates upon
            which such dividends shall be payable;
                  (d) whether dividends on the shares of such series shall be
            cumulative and, in the case of shares of any series having
            cumulative dividend rights, the date or dates or method of
            determining the date or dates from which dividends on the shares of
            such series shall be cumulative;
                  (e) the amount or amounts which shall be payable out of the
            assets of the corporation to the holders of the shares of such
            series upon voluntary or involuntary liquidation, dissolution or
            winding up the corporation;
                  (f) the price or prices at which, the period or periods within
            which and the terms and conditions upon which the shares of such
            series may be redeemed, in whole or in part, at the option of the
            corporation or at the option of the holder or holders thereof or
            upon the happening of a specified event or events;



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                  (g) the obligation, if any, of the corporation to purchase or
            redeem shares of such series pursuant to a sinking fund or otherwise
            and the price or prices at which, the period or periods within which
            and the terms and conditions upon which the shares of such series
            shall be redeemed or purchased, in whole or in part, pursuant to
            such obligation;
                  (h) whether or not the shares of such series shall be
            convertible or exchangeable, at any time or times at the option of
            the holder or holders thereof or at the option of the corporation or
            upon the happening of a specified event or events, into shares of
            any other class or classes or any other series of the same or any
            other class or classes of stock of the corporation, and the price or
            prices or rate or rates of exchange or conversion and any
            adjustments applicable thereto; and
                  (i)  the voting rights, if any, of the holders of the shares
            of such series.
            FIFTH.      The board of directors of the
      Corporation is expressly authorized to adopt, amend or repeal by-laws of
      the Corporation.
            SIXTH.      Elections of directors need not be by
      written ballot except and to the extent provided in
      the by-laws of the corporation."



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            IN WITNESS WHEREOF, BanPonce Financial Corp. has caused this
certificate to be signed by Brunilda Santos de Alvarez, its Assistant Secretary,
on the 13th day of August, 1996.

                            BANPONCE FINANCIAL CORP.




                            By /s/ Brunilda Santos de Alvarez
                                Name: Brunilda Santos de Alvarez
                                Title: Assistant Secretary