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


                  Pricing Supplement, dated January 28, 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....................................   $780,000.00

ORIGINAL, ISSUE DATE................................   January 29, 1997

MATURITY DATE.......................................   January 29, 1999

GLOBAL NOTE.........................................   Yes

INITIAL INTEREST RATE...............................   6.30%

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.


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.