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                                                                    EXHIBIT 21.1

                              BANPONCE CORPORATION

                            AS OF DECEMBER 31, 1995


Subsidiaries of the registrant

a.       Banco Popular de Puerto Rico (Banco Popular) - A wholly-owned
         subsidiary Bank, incorporated under the laws of Puerto Rico in 1917.

                 Popular Leasing and Rental, Inc. (Popular Leasing) - A wholly
                 owned subsidiary of Banco Popular, incorporated under the laws
                 of Puerto Rico in 1989.

                 Popular Consumer Services, Inc. (Best Finance) - A
                 wholly-owned subsidiary of Banco Popular, incorporated under
                 the laws of Puerto Rico in 1989.

                 Popular Mortgage Inc. (Puerto Rico Home Mortgage) - A
                 wholly-owned subsidiary of Banco Popular, incorporated under 
                 the laws of Puerto Rico in 1995.

b.       Vehicle Equipment Leasing Company, Inc. (VELCO) - A wholly-owned
         subsidiary, incorporated under the laws of Puerto Rico in 1986.

c.       Popular International Bank, Inc. - A wholly-owned subsidiary,
         incorporated under the laws of Puerto Rico in 1992.

                 BanPonce Financial Corp. - A wholly-owned subsidiary of
                 Popular International Bank, Inc., incorporated under the laws
                 of Delaware in 1991.

                 Banco Popular FSB, A wholly-owned subsidiary of BanPonce
                 Financial Corp., chartered in New Jersey in 1995.

                 Equity One, Inc. - A wholly-owned subsidiary, of Banco 
                 Popular, FSB, incorporated under the laws of Delaware in 1988.

                 Pioneer Bancorp., Inc. - A wholly-owned subsidiary, of 
                 BanPonce Financial Corp., incorporated under the laws of
                 Delaware in 1988.

                 River Associates BanCorp, Inc. - A wholly-owned subsidiary, of
                 Pioneer BanCorp, Inc., incorporated under the laws of Delaware
                 in 1986.

d.       BP Capital Markets, Inc. - A wholly-owned subsidiary, incorporated
         under the laws of Puerto Rico in 1995.

e.       Popular Securities, Inc. - A wholly-owned subsidiary, incorporated
         under the laws of Puerto Rico in 1994 (Inactive Corporation).
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                                                            EXHIBIT 21.1 (CONT.)



f.       Metropolitana de Prestamos, Inc. - A wholly-owned subsidiary,
         incorporated under the laws of Puerto Rico in 1961 (Inactive
         Corporation).

g.       Puerto Rico Parking Corp. - A wholly-owned subsidiary, incorporated
         under the laws of Puerto Rico in 1963 (Inactive Corporation).