1 Filed Pursuant to Rule 424(b)(3) Registration Number: 33-61601-01 PRICING SUPPLEMENT, DATED APRIL 15, 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 17, 1997 MATURITY DATE ........................... APRIL 18, 2000 GLOBAL NOTE ............................. YES INITIAL INTEREST RATE ................... 5.9616% INTEREST RATE BASIS ..................... 3 MONTH LIBOR INDEX MATURITY .......................... N/A SPREAD .................................. +.11% INTEREST RATE RESET PERIOD .............. TWO BUSINESS DAYS BEFORE THE INTEREST PAYMENT DATE. INTEREST PAYMENT DATES .................. 6/18/97, 9/17/97, 12/17/97, 3/18/98 6/17/98, 9/16/98, 12/16/98, 3/17/99, 6/16/99/ 9/15/99, 12/15/99, 12/15/99, 3/15/2000 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.