1
                                              Filed Pursuant to Rule 424(b)(2)
                                              Registration No. 33-54299


                 PRICING SUPPLEMENT DATED FEBRUARY 16, 1996,
                 TO THE PROSPECTUS, DATED SEPTEMBER 27, 1995,
             AND THE PROSPECTUS SUPPLEMENT, DATED OCTOBER 6, 1995


                             BANPONCE CORPORATION
                         MEDIUM-TERM NOTES, SERIES 2


             DUE FROM NINE MONTHS TO 30 YEARS FROM DATE OF ISSUE
             PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST


PRINCIPAL AMOUNT:              U.S. $43,000,000.00

ORIGINAL ISSUE DATE:           FEBRUARY 20, 1996

SETTLEMENT DATE:               FEBRUARY 20, 1996

MATURITY DATE:                 FEBRUARY 20, 1998

GLOBAL NOTE:                     YES

INITIAL INTEREST RATE:          5.25%

INTEREST RATE BASIS:           12 month libor from 2/20/96 to 3/19/97, but not 
                               including 3/19/97.  3 month libor from and 
                               including 3/19/97 to 2/20/98.

INDEX MATURITY:                The initial interest rate will be maintained
                               for the period of 2/20/96 to 3/19/97 and there 
                               will be a single interest payment on 3/19/97, 
                               but not including 3/19/97.  Thereafter interest 
                               payments will be on a quarterly basis as 
                               detailed on the Interest Payment Period Section.

SPREAD:                         +.25%

INTEREST RATE RESET PERIOD:    3/17/97, 6/16/97, 9/15/97 and 12/15/97.

INTEREST PAYMENT PERIOD:       3/19/97, 6/18/97, 9/17/97, 12/17/97 and 2/20/98.

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 p.m., 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 proceeds from the issuance on the Note to which this Pricing Supplement
relates will be used to finance Banponce Corporation subsidiaries.