1
                                                Filed Pursuant to Rule 424(b)(3)
                                                   Registration No. 033-61601-01

                   PRICING SUPPLEMENT, DATED APRIL 3, 1997
                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............................ $25,000,000.00
ORIGINAL ISSUE DATE......................... April 8, 1997
MATURITY DATE............................... April 8, 1999
GLOBAL NOTE................................. Yes
INITIAL INTEREST RATE....................... 6.642%
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).

The proceeds from the issuance of the Note to which this Pricing Supplement
relates will be used to finance BanPonce Financial Corporation 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 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.