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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1 TO

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
--- THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)

For the Fiscal Year Ended December 31, 1993

--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

Commission File No. 0-13818

BANPONCE CORPORATION
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Incorporated in the Commonwealth of Puerto Rico

IRS Employer Identification No. 66-0416582

Principal Executive Offices:
---------------------------

209 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
Telephone Number: (809) 765-9800
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock ($6.00 par value)
Series A Participating Cumulative Preferred
Stock Purchase Rights

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

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As of June 17, 1994 the Corporation had 32,784,747 shares of common stock
outstanding. The aggregate market value of the common stock held by
non-affiliates of the Corporation was $1,032,720,000 based upon the reported
closing price of $31.50 on the NASDAQ National Market System, on that date.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Corporation's Annual Report to shareholders for the
fiscal year ended December 31, 1993 are incorporated herein by reference in
response to Item 1 of Part I and Item 5 of Part II.

10-K CROSS-REFERENCE INDEX DOCUMENT & PAGE NUMBER

PART I
Form 10-K/A 3-11
Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual Report 25-27; 31-42
Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 10-K 11-12
Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 10-K 12
Item 4 Submission of Matters
to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 10-K 12

PART II

Item 5 Market for Registrants'
Common Stock and Related Form 10-K/A 13-14
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual Report (*) 19-20
Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual Report (*) 4-5
Item 7 Management's Discussion
and Analysis of Financial
Condition and Results of Form 10-K 15
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual Report (*) 2-26
Item 8 Financial Statements and Supple-
mentary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual Report (*) 27-47
Item 9 Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 10-K 16

PART III
3-8; 9
Item 10 Directors and Executive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proxy Statement 9-11
Officers of the Registrant
Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proxy Statement 11-15; 16
Item 12 Security Ownership of
Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proxy Statement 2; 3-4
Item 13 Certain Relationships and
Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proxy Statement 11

PART IV

Item 14 Exhibits, Financial
Statement Schedules, and
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Form 10-K 17-21

(*) Financial review section of the Corporation's Annual Report to
Shareholders for the year ended December 31, 1993.

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PART I

ITEM 1 BUSINESS

BanPonce Corporation is a diversified, publicly owned bank holding company
(NASDAQ symbol: BPOP), incorporated under the General Corporation Law of
Puerto Rico in November 1984. It provides a wide variety of financial services
through its principal subsidiaries: Banco Popular de Puerto Rico ("Banco
Popular"), Vehicle Equipment Leasing Company, Inc. ("VELCO") and Popular
International Bank, Inc. (PIB). BanPonce Corporation is subject to the
provisions of the U.S. Bank Holding Company Act of 1956 (the "BHC Act") and,
accordingly, subject to the supervision and regulation of the Board of
Governors of the Federal Reserve System. Banco Popular de Puerto Rico is a
member of the Federal Reserve System and is also subject to the supervision of
the Office of the Commissioner of Financial Institutions of the Commonwealth of
Puerto Rico and the Superintendent of Banks of the State of New York. Deposits
of Banco Popular are insured by the Federal Deposit Insurance Corporation.
Banco Popular is the Corporation's full-service commercial banking subsidiary
and Puerto Rico's largest banking institution, with $11.5 billion in assets,
$8.5 billion in deposits, and a delivery system of 165 branches throughout
Puerto Rico, 30 branches in New York City, one in Chicago, one in Los Angeles,
7 branches in the U.S. Virgin Islands and one in the British Virgin Islands.
In addition, Banco Popular has two subsidiaries, Popular Leasing & Rental,
Inc., Puerto Rico's second largest vehicle leasing and daily rental company,
and Popular Consumer Services, Inc., a small-loans company with 26 offices
operating under the name of Best Finance. VELCO is a wholly owned subsidiary
of BanPonce Corporation engaged in finance leasing and daily rental of motor
vehicles to corporations and professionals. It is the leading leasing
operation in Puerto Rico. PIB, incorporated under the Puerto Rico
International Banking Center Act, owns all issued and outstanding stock of
BanPonce Financial Corp. ("Financial"), a Delaware Corporation. Spring
Financial Services, Inc., also a Delaware Corporation and a wholly owned
subsidiary of Financial, is a diversified consumer finance company engaged in
the business of making personal and mortgage loans, and dealer finance
through 58 offices located in 14 states.

The corporation took on its present form at the end of 1990 when Banco
Popular, with assets of $5.9 billion, acquired the "old" BanPonce Corporation
(including its main subsidiary bank, Banco de Ponce), with assets of $3.1
billion (the "Merger"). The name of BanPonce was used for the parent company,
while the name of Banco Popular de Puerto Rico was used for the subsidiary
bank. While Banco Popular had long been the leading bank in Puerto Rico, its
acquisition of "old" BanPonce Corporation at year-end 1990 increased its assets
by 50% and widened its market share as the Merger joined the institutions that
held the first and third positions in many market segments.

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The Corporation is a legal entity separate and distinct from its subsidiaries.
There are various legal limitations governing the extent to which the
Corporation's banking subsidiaries may extend credit, pay dividends or
otherwise supply funds to, or engage in transactions with, the Corporation or
certain of its other subsidiaries. The rights of the Corporation to
participate in any distribution of assets of any subsidiary upon its
liquidation or reorganization or otherwise are subject to the prior claims of
creditors of that subsidiary, except to the extent that the Corporation may
itself be a creditor of that subsidiary and its claims are recognized. Claims
on the Corporation's subsidiaries by creditors other than the Corporation
include long-term debt and substantial obligations with respect to deposit
liabilities, federal funds purchased, securities sold under repurchase
agreements and commercial paper, as well as various other liabilities.

The Corporation's business is described on pages 25 through 27 and
pages 31 through 42 of the Business Review Section of the Annual Report to
shareholders for the fiscal year ended December 31, 1993, which information is
incorporated herein by reference, and in the following paragraphs.

REGULATION AND SUPERVISION

General

The Corporation is a bank holding company subject to supervision and
regulation by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") under the Bank Holding Company Act. As a bank holding
company, the Corporation's activities and those of its banking and nonbanking
subsidiaries are limited to the business of banking and activities closely
related or incidental to banking, and the Corporation may not directly or
indirectly acquire the ownership or control of more than 5% of any class of
voting shares or substantially all of the assets of any company, including a
bank, without the prior approval of the Federal Reserve Board.

Banco Popular is considered a foreign bank for purposes of the
International Banking Act of 1978 (the "IBA"). Under the IBA and the BHC Act,
the Corporation and Banco Popular are not permitted to operate a branch or
agency, or acquire more than 5% of any class of the voting shares of, or
substantially all the assets of, or control of an additional bank or bank
holding company that is located outside of their "home state", except that (i)
the Corporation may acquire control of a bank in a state if the laws of that
state explicitly authorize a bank holding company from such bank holding
company's home state to do so and (ii) Banco Popular may continue to operate a
"grandfathered" branch or agency. The Commonwealth of Puerto Rico is not
considered a state for purposes of these geographic limitations. Banco Popular
has designated the state of New York as its home state. In addition, some
states have laws prohibiting or restricting foreign banks from acquiring banks
located in such states and treat Puerto Rico's banks and bank holding companies
as foreign banks for such purposes.

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Banco Popular operates branches in Chicago and Los Angeles that are
not grandfathered for purposes of the IBA. The Federal Reserve Board has
required that Banco Popular conform their existence to the legal requirements
set forth above. Banco Popular has petitioned the Federal Reserve Board for a
period of four years from December 31, 1990 to conform these activities to the
requirements of the IBA and to obtain the necessary approvals of Illinois and
California regulatory authorities to maintain these two facilities. There can
be no assurance that the Federal Reserve Board will grant Banco Popular's
request or that Banco Popular will be able to obtain the regulatory approvals
of California and Illinois authorities necessary to maintain these two
facilities.

Banco Popular is subject to the supervision and examination by
applicable federal, state and Puerto Rican banking agencies, including the
Federal Reserve Board. Banco Popular is insured by, and therefore subject to
the regulations of, the Federal Deposit Insurance Corporation (the "FDIC"), and
to the requirements and restrictions under federal, state and Puerto Rican law,
including requirements to maintain reserves against deposits, restrictions on
the types and amounts of loans that may be granted and the interest that may be
charged thereon, and limitations on the types of investments that may be made
and the types of services that may be offered. Various consumer laws and
regulations also effect the operations of Banco Popular. In addition to the
impact of regulation, commercial banks are affected significantly by the
actions of the Federal Reserve Board as it attempts to control the money
supply and credit availability in order to influence the economy.

As a result of the enactment of the Financial Institutions Reform,
Recovery and Enforcement Act on August 9, 1989, a depository institution
insured by the FDIC can be held liable for any loss incurred by, or reasonably
expected to be incurred by, the FDIC after August 9, 1989, in connection with
(i) the default of a commonly controlled FDIC-insured depository institution or
(ii) any assistance provided by the FDIC to a commonly controlled depository
institution in danger of default.

The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") was enacted on December 19, 1991. FDICIA substantially revises the
depository institutions regulatory and funding provisions of the Federal
Deposit Insurance Act and makes revisions to several other federal banking
statutes.

Among other things, FDICIA requires the federal banking regulators to
take prompt corrective action in respect of depository institutions that do not
meet minimum capital requirements. FDICIA established five capital tiers:
"well capitalized", "adequately capitalized", "undercapitalized",
"significantly undercapitalized", and "critically undercapitalized".

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A depository institution is considered "well capitalized" if it has (i) a
total risk-based capital ratio of 10% or greater, (ii) a Tier 1 risk-based
capital ratio of 6% or greater, (iii) a leverage ratio of 5% or greater and
(iv) is not subject of any order or written directive to meet and maintain a
specific capital level. An "adequately capitalized" depository institution is
one that has (i) a total risk-based capital ratio of 8% or greater, (ii) a Tier
1 risk-based capital ratio of 4% or greater and (iii) a leverage ratio of 4% or
greater (or, in the case of a bank with the highest examination rating, 3%). A
depository institution is considered (A) "undercapitalized" if it does not meet
any of the above definitions; (B) "significantly undercapitalized" if it has
(i) a total risk-based capital ratio of less than 6%, (ii) a Tier 1 risk-based
capital ratio of less than 3% and (iii) a leverage ratio of less than 3%; and
(C) "critically undercapitalized" if it has a ratio of tangible equity to total
assets less than or equal to 2%. A depository institution may be deemed to be
in a capitalization category that is lower than is indicated by its actual
capital position if it receives a less than satisfactory examination rating
in any one of the four rating categories. As of the date hereof, Banco Popular
is considered "well-capitalized".

FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to
restrictions on borrowing from the Federal Reserve System. In addition,
undercapitalized depository institutions are subject to growth limitations and
are required to submit capital restoration plans. A depository institution's
holding company must guarantee the capital plan, up to an amount equal to the
lesser of five percent of the depository institution's assets at the time it
becomes undercapitalized or the amount of the capital deficiency when the
institution fails to comply with the plan. The federal banking agencies may
not accept a capital plan without determining, among other things, that the
plan is based on realistic assumptions and is likely to succeed in restoring
the depository institution's capital. If a depository institution fails to
submit an acceptable plan, it is treated as if it is significantly
undercapitalized.

Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
stock to become adequately capitalized, requirements to reduce total assets,
and cessation of receipt of deposits from correspondent banks. Critically
undercapitalized depository institutions are subject to appointment of a
receiver or conservator.

Under FDICIA, a depository institution that is not well capitalized is
generally prohibited from accepting brokered deposits and offering interest
rates on deposits higher than the prevailing rates in its market.

Under FDICIA, the FDIC is permitted to provide financial assistance to an
insured bank before appointment of a conservator or

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receiver only under limited circumstances. The FDIC's policy is that for such
assistance to be provided, existing shareholders and debt holders must make
substantial concessions.

Holding Company Structure

Banco Popular is subject to restrictions under federal law that limit
the transfer of funds by Banco Popular to the Corporation and its nonbanking
subsidiaries, whether in the form of loans, other extensions of credit,
investments or asset purchases. Such transfers by Banco Popular to the
Corporation or any nonbanking subsidiary of the Corporation are limited in
amount to 10% of Banco Popular's capital and surplus and, with respect to the
Corporation and all nonbanking subsidiaries, to an aggregate of 20% of Banco
Popular's capital and surplus. Furthermore, such loans and extensions of
credit are required to be secured in specified amounts.

Under Federal Reserve Board Policy, a bank holding company is expected
to act as a source of financial strength to each of its subsidiary banks and to
commit resources to support each such subsidiary bank. This support may be
required at times when, absent such policy, the bank holding company might not
otherwise provide such support. Any capital loans by a bank holding company to
any of its subsidiary banks are subordinated in right of payment to deposits
and to certain other indebtedness of such subsidiary bank. In the event of a
bank holding company's bankruptcy, any commitment by the bank holding company
to a federal bank regulatory agency to maintain the capital of a subsidiary
bank will be assumed by the bankruptcy trustee and entitled to a priority of
payment.

Because the Corporation is a holding company, its right to participate
in the assets of any subsidiary upon the latter's liquidation or reorganization
will be subject to the prior claims of the subsidiary's creditors (including
depositors in the case of bank subsidiaries) except to the extent that the
Corporation itself is a creditor with recognized claims against the subsidiary.

Dividend Restrictions

Various statutory provisions limit the amount of dividends Banco
Popular can pay to the Corporation without regulatory approval. The principal
source of cash flow for the Corporation is dividends from Banco Popular.

As a member bank subject to the regulations of the Federal Reserve
Board, Banco Popular must obtain the approval of the Federal Reserve Board for
any dividend if the total of all dividends declared by the member bank in any
calendar year would exceed the total of its net profits, as defined by the
Federal Reserve Board, for that year, combined with its retained net profits
for the preceding two years. In addition, a member bank may not pay a dividend
in an amount greater than its undivided profits then on hand after deducting
its losses and bad debts. For this purposes, bad debts are generally defined
to

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include the principal amount of loans that are in arrears with respect to
interest by six months or more unless such loans are fully secured and in the
process of collection. Moreover, for purposes of this limitation, a member
bank is not permitted to add the balance in its allowance for loan losses
account to its undivided profits then on hand, however, it may net the sum of
its bad debts as so defined against the balance in its allowance for loan
losses account and deduct from undivided profits only bad debts as so defined
in excess of that account. At December 31, 1993, Banco Popular could have
declared a dividend of approximately $123,794,000 without the approval of the
Federal Reserve Board.

The payment of dividends by Banco Popular may also be affected by other
regulatory requirements and policies, such as the maintenance of adequate
capital. If, in the opinion of the applicable regulatory authority, a bank
under its jurisdiction is engaged in, or is about to engage in, an unsafe or
unsound practice (which, depending on the financial condition of the bank,
could include the payment of dividends), such authority may require, after
notice and hearing, tha such bank cease and desist from such practice. The
Federal Reserve Board and the FDIC have issued policy statements that provide
that insured bank and bank holding companies should generally pay dividends
only out of current operating earnings. In addition, all insured depository
institutions are subject to the capital-based limitations described under
FDICIA.

FDIC Insurance Assessments

Banco Popular is subject to FDIC deposit insurance assessments for the
Bank Insurance Fund (the "BIF"). Pursuant to FDICIA, the FDIC has adopted a
risk-based assessment system, under which the assessment rate for an insured
depository institution varies according to the level of risk incurred in its
activities. An institution's risk category is based partly upon whether the
institution is well capitalized, adequately capitalized or less that adequately
capitalized. Each insured depository institution is also assigned to one of the
following "supervisory subgroups": "A", "B" or "C". Group "A" institutions are
financially sound institutions with only a few minor weaknesses; Group "B"
institutions are institutions that demonstrate weaknesses which, if not
corrected, would result in significant deterioration; and Group "C"
institutions are institutions for which there is a substantial probability that
the FDIC will suffer a loss in connection with the institution unless effective
action is taken to correct the areas of weakness. Based on its capital and
supervisory subgroups, each BIF member institution is assigned an annual FDIC
assessment rate varying between 0.23% and 0.31%. It remains possible that
assessments may be raised to higher levels in the future.

Capital Adequacy

The information in Table N, "Capital Adequacy Data", on page 19 of the
Financial Review Section of the Corporation's Annual Report to shareholders for
the year ended December 31, 1993, is incorporated

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herein by reference.

The Federal Reserve Board has adopted risk-based capital guidelines for
bank holding companies. Under the guidelines the minimum ratio of qualifying
total capital to risk-weighted assets (including certain off-balance sheet
items, such as standby letters of credit) is 8%. At least half of the total
capital is to be comprised of stockholders' common equity, retained earnings,
non-cumulative perpetual preferred stock, and a limited amount of cumulative
perpetual preferred stock less goodwill ("Tier 1 Capital"). The remainder
("Tier 2 Capital") may consist of a limited amount of subordinated debt, other
preferred stock, certain other instruments, and a limited amount of loan and
lease loss reserves.

In addition, the Federal Reserve Board has established minimum leverage
ratio (Tier 1 Capital to quarterly average assets) guidelines for bank holding
companies. These guidelines provide for a minimum leverage ratio of 3% for
bank holding companies that meet certain specified criteria, including that
they have the highest regulatory rating. All other bank holding companies are
required to maintain a leverage ratio of 3% plus an additional cushion of at
least 100 to 200 basis points. The guidelines also provide that banking
organizations experiencing internal growth or making acquisitions are expected
to maintain strong capital positions substantially above the minimum
supervisory levels, without significant reliance on intangible assets.
Futhermore, the guidelines indicate that the Federal Reserve Board will
continue to consider a "tangible Tier 1 leverage ratio" in evaluating proposals
for expansion or new activities. The tangible Tier 1 leverage ratio is the
ratio of a banking organization's Tier 1 Capital, less all intangibles, to
total assets, less all intangibles. The Federal Reserve Board has not advised
the Corporation of any specific minimum leverage ratio applicable to it.

Effective for the periods ending on or after March 15, 1993, the Federal
Reserve Board adopted regulations with respect to risk-based and leverage
capital ratios that would require most intangibles, including core deposit
intangibles, to be deducted from Tier 1 capital. The regulations, however,
permit the inclusion of a limited amount of intangibles related to purchased
mortgage servicing rights and purchased credit card relationships and includes
a "grandfather" provision permitting the continued inclusion of certain
existing intangibles.

Banco Popular is subject to similar risk-based and leverage capital
requirements adopted by the Federal Reserve Board. As of December 31, 1993,
Banco Popular had a tier 1 capital ratio of 11.85%, a total capital ratio of
13.72% and a leverage ratio of 6.56%.

Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business.

Bank regulators continue to indicate their desire to raise capital

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requirements applicable to banking organizations beyond their current levels.
However, management is unable to predict whether and when higher capital
requirements would be imposed and, if so, at what levels and on what schedule.

The following table reflects the capital position of the Corporation
as of December 31, 1993 and December 31, 1992.

December 31, Minimum Regulatory
1993 1992 Requirements
- - - -----------------------------------------------------------------------------------------------------------------

Tier 1 Leverage Ratio 6.95% 7.26% 3.00%
Risk-Based Capital Ratio (1)

Tier 1 12.29% 12.88% 4.00%
Total Capital 13.95% 14.85% 8.00%

The table below describes the components of the Corporations' Tier 1
and Tier 2 Capital.

December 31,
(in millions) 1993 1992
---- ----

Tier 1 Capital

Stockholders' Equity $845 $763
Less:
Goodwill (58) (41)
---- ----
Tier 1 Capital $787 $722
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Tier 2 Capital

Subordinated Notes $ 25 $ 40
Allowance for Loan Losses 81 71
---- ----
Tier 2 Capital $106 $111
---- ----
Total Capital $893 $833
==== ====

Puerto Rico Regulation

As a commercial bank organized under the laws of the Commonwealth of
Puerto Rico (the "Commonwealth"), Banco Popular is subject to supervision,
examination and regulation by the Office of the Commissioner of Financial
Institutions of the Commonwealth (the "Office of the Commissioner"), pursuant
to the Puerto Rico Banking Act of 1933, as amended (the "Banking Law").

Section 27 of the Banking Law requires that at least ten percent (10%)
of the yearly net income of the Bank be credited annually to a reserve fund.
This apportionment shall be done every year until the

reserve fund shall be equal to ten percent (10%) of the total deposits or the
total paid-in capital, whichever is greater. At the end of its most recent
fiscal year, the Bank had an adequate reserve fund established.

Section 27 of the Banking Law also provides that when the expenditures
of a bank are greater than the receipts, the excess of the former over the
latter shall be charged against the undistributed profits of the bank, and the
balance, if any, shall be charged against the reserve fund, as a reduction
thereof. If there is no reserve fund sufficient to cover such balance in whole
or in part, the outstanding amount shall be charged against the capital account
and no dividend shall be declared until said capital has been restored to its
original amount and the reserve fund to 20% of the original capital.

Section 16 of the Banking Law requires every bank to maintain a legal
reserve which shall not be less than 20% of its demand liabilities, except
government deposits (federal, state and municipal) which are secured by actual
collateral. However, if a bank becomes a member of the Federal Reserve System,
the 20% legal reserve shall not be effective and the reserve requirements
demanded by the Federal Reserve System shall be applicable. Pursuant to an
order of the Board of Governors dated November 24, 1982, the Bank has been
exempted from such reserve requirements with respect to deposits payable in
Puerto Rico.

Section 14 of the Banking Law authorizes the Bank to conduct certain
financial and related activities directly or through subsidiaries, including
finance leasing of personal property and operating a small loans company.
Banco Popular engages in these activities through its wholly-owned
subsidiaries, Popular Leasing & Rental, Inc. and Popular Consumer Services,
Inc., respectively, both of which are organized and operate solely in Puerto
Rico.

Employees
At December 31, 1993, the Corporation employed 7,439 persons. None of
its employees are represented by a collective bargaining group.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

The information contained under Table O, "Stock Performance", on page
20, and under the captions "Common Stock" and "Dividends", on page 19 of the
Financial Review Section of the Corporation's Annual Report to shareholders for
the year ended December 31, 1993, is incorporated herein by reference.

Information concerning legal or regulatory restrictions on the payment
of dividends by the Corporation and the Bank is contained under the caption
"Regulation and Supervision" in Item 1 herein. In addition, the information
contained in Notes 13 and 14 to the Consolidated Financial Statements
describing various contractual restrictions on the payments of dividends by the
Corporation and the Bank is incorporated herein by reference.

The Corporation currently has outstanding Senior Notes due January 14,
1997 in the aggregate principal amount of $30,000,000 (the "1997 Senior
Notes"). The 1997 Senior Notes contain various covenants, which, among others,
restrict the payment of dividends. The 1997 Senior Notes prohibit the
Corporation from paying dividends or making any other distributions with
respect to the Corporation's Capital Stock if such aggregate distribution
exceeds $50,000,000 plus 50% of consolidated net income (or minus 100% of
consolidated net loss), computed on a cumulative basis from January 1, 1992 to
the date of payment of any such dividends or other distributions or if an event
of default has occurred and is continuing.

Banco Popular has outstanding $12,000,000 in subordinated notes due in
June 28, 1996 (the "1996 Subordinated Notes") which contain certain restrictive
covenants, including restrictions on the ability of Banco Popular to pay
dividends to the Corporation. Pursuant to the covenants contained in the 1996
Subordinated Notes, Banco Popular may not pay dividends or other distribution
on its common stock unless the sum of (i) 100% of its capital stock, (ii) its
unimpaired reserve fund, and (iii) its undivided profits equals or exceeds the
sum of (x) $80,000,000 and (y) the cumulative amount of all cash dividends or
other distributions declared or paid after June 30, 1989.

As of December 31, 1993, the sum of (i) the capital stock of Banco
Popular, (ii) its unimpaired reserve fund, and (iii) its undivided profits was
$759,260,753. Dividends and other distributions made with respect to the
common stock since June 30, 1989 amounted to $82,937,419 for purposes of the
1996 Subordinated Notes.

In addition, the 1996 Subordinated Notes provide that Banco Popular
may not pay any dividend or other distributions on its common

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stock except out of undivided profits and only if, after giving effect to such
distribution, the following conditions are satisfied: (i) funded debt (as
defined in the agreements governing the 1996 subordinated Notes) of Banco
Popular would not exceed the sum of (a) 100% of its capital stock and (b) 50%
of its reserve fund; (ii) undivided profits of Banco Popular would not be less
than $1,000,000; (iii) certain amounts are transferred as required for
redemption of the Subordinated Notes at maturity; and (iv) certain amounts are
transferred as required for the redemption of other funded debt at maturity.

As of December 31, 1993, funded debt of Banco Popular was approximately
$91.5 million, and the sum of 100% of its capital stock and 50% of its reserve
fund is $264,233,274.

As of March 11, 1994, the Corporation had 5,306 stockholders of record,
not including beneficial owners whose shares are held in record names of
brokers or other nominees. The last sales price for the Corporation's Common
Stock on such date, as quoted on the National Association of Securities Dealers
Automated Quotation National Market System, was $31.875 per share.

The Puerto Rico Income Tax Act of 1954, as amended, generally imposes a
withholding tax on the amount of any dividends paid by corporations to
individuals, whether residents of Puerto Rico or not, trusts, estates and
special partnerships at a special 20% withholding tax rate. The rate of
withholding is 25% if the recipient is a foreign corporation or partnership not
engaged in trade or business within Puerto Rico.

Prior to the first dividend distribution for the taxable year, individuals
who are residents of Puerto Rico may elect to be taxed on the dividends at the
regular rates, in which case the special 20% tax will not be withheld from such
year's distributions.

United States citzens who are non-residents of Puerto Rico may also make
such an election, and will not be subject to Puerto Rico tax on dividends, if
said individual's gross income from sources within Puerto Rico during the
taxable year does not exceed $1,300 if single, or $3,000 if married.

U.S. income tax law permits a credit against U.S. income tax liability,
subject to certain limitations, for certain foreign income taxes paid or deemed
paid with respect to such dividends.

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14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

BANPONCE CORPORATION
(Registrant)

Dated: 6-20-94

By: /s/ Orlando Berges
------------------------------
Orlando Berges
Treasurer
(Principal Accounting Officer)