1
                                                Filed Pursuant to Rule 424(b)(3)
                                                Registration No. 033-61601



                  PRICING SUPPLEMENT, DATED NOVEMBER 7, 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


PRINCIPAL AMOUNT . . . . . . . . . . . . . . . $30,000,000.00
ORIGINAL ISSUE DATE. . . . . . . . . . . . . . November 13, 1996
MATURITY DATE. . . . . . . . . . . . . . . . . November 13, 2001
GLOBAL NOTE. . . . . . . . . . . . . . . . . . Yes
INITIAL INTEREST RATE. . . . . . . . . . . . . 6.463%
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 12/15/96).

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.