<PAGE> 1

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              _______________
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                              _______________

                            BANPONCE CORPORATION
           (Exact name of registrant as specified in its charter)

                  Puerto Rico                             66-0416582
        (State or other jurisdiction of                (I.R.S. employer
        incorporation or organization)               identification no.)

            209 Munoz Rivera Avenue
             Hato Rey, Puerto Rico                          00918
   (Address of principal executive offices)               (Zip code)

                        BANCO POPULAR DE PUERTO RICO
                           EMPLOYEES' STOCK PLAN
                          (Full title of the plan)

                            David H. Chafey, Jr.
                          209 Munoz Rivera Avenue
                        Hato Rey, Puerto Rico 00918
                  (Name and address of agent for service)

                               (809) 765-9800
       (Telephone number, including area code, of agent for service)

                                 Copies to:

                              Donald J. Toumey
                            Sullivan & Cromwell
                              125 Broad Street
                          New York, New York 10004
                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                  Proposed
           Title of each                    Amount                Maximum                 Proposed               Amount of
        Class of Securities                 to be              Offering Price         Maximum Aggregate         Registration
        to be Registered(1)               Registered            Per Share(2)          Offering Price(2)             Fee

 <S>                                   <C>                     <C>                    <C>                       <C>
 Common Stock, par value $6 per
 share . . . . . . . . . . . . .       80,000 Shares           $ 31.25                $ 2,500,000               $  862.08
</TABLE>

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of
      1933, this Registration Statement also covers an indeterminate amount
      of interests to be offered and sold pursuant to the Banco Popular de
      Puerto Rico Employees' Stock Plan.

(2)   Estimated solely for the purpose of calculating the registration fee. 
      Such estimate has been computed in accordance with Rule 457(h) based
      upon the average of the high and low price of the Common Stock on the
      NASDAQ National Market System on March 28, 1995, namely $31.25.

<PAGE>
<PAGE> 2

                                   PART I

                   INFORMATION REQUIRED IN THE PROSPECTUS

      Pursuant to the Note to Part I of Form S-8, the documents containing
the information specified by Part I of Form S-8 will be sent or given to
employees as specified by Rule 428(b)(1).


                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed by BanPonce Corporation (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:

            (1)  The Company's Annual Report on Form 10-K for the fiscal
      year ended December 31, 1994;

            (2)  The descriptions of the Company's Common Stock set forth
      in the Company's Registration Statement on Form 8-A, filed August 18,
      1988, and any amendment or report filed for the purpose of updating
      any such description.

      All documents filed by the Company and the Banco Popular de Puerto
Rico Employees' Stock Plan pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.


Item 4.  DESCRIPTION OF CAPITAL STOCK

      Not applicable.  The Company's Common Stock is registered under
Section 12 of the Exchange Act.


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Validity of Common Stock

      Not applicable.  

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

<PAGE>
<PAGE> 3

      Article ELEVENTH of the Restated Certificate of Incorporation of the
Corporation provides the following:

            (1)  The Corporation shall indemnify any person who was or is a
      party or is threatened to be made a party to any threatened, pending
      or completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative (other than an action by or in the
      right of the Corporation) by reason of the fact that he is or was a
      director, officer, employee or agent of the Corporation, or is or was
      serving at the written request of the Corporation as a director,
      officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, against expenses (including
      attorney's fees), judgments, fines and amounts paid in settlement
      actually and reasonably incurred by him in connection with such
      action, suit or proceeding if he acted in good faith and in a manner
      he reasonably believed to be in or not opposed to the best interests
      of the Corporation, and, with respect to any criminal action or
      proceeding, had no reasonable cause to believe his conduct was
      unlawful. The termination of any action, suit or proceeding by
      judgment, order, settlement, conviction, or upon a plea of nolo
      contendere or its equivalent, shall not, of itself, create a
      presumption that the person did not act in good faith and in a manner
      which he reasonably believed to be in or not opposed to the best
      interests of the Corporation and, with respect to any criminal action
      or proceeding, had reasonable cause to believe that his conduct was
      unlawful.

            (2)  The Corporation shall indemnify any person who was or is a
      party or is threatened to be made a party to any threatened, pending
      or completed action or suit by or in the right of the Corporation to
      procure a judgment in its favor by reason of the fact that he is or
      was a director, officer, employee or agent of the Corporation, or is
      or was serving at the written request of the Corporation as a
      director, officer, employee or agent of another corporation,
      partnership, joint venture, trust or other enterprise, against
      expenses (including attorney's fees) actually and reasonably incurred
      by him in connection with the defense or settlement of such action or
      suit if he acted in good faith and in a manner he reasonably believed
      to be in or not opposed to the best interests of the Corporation,
      except that no indemnification shall be made in respect of any claim,
      issue or matter as to which such person shall have been adjudged to
      be liable for negligence or misconduct in the performance of his duty
      to the Corporation unless and only to the extent that the court in
      which such action or suit was brought shall determine upon
      application that, despite the adjudication of liability but in view
      of all the circumstances of the case, such person is fairly and
      reasonably entitled to indemnity for such expenses which such court
      shall deem proper.

            (3)  To the extent that a director, officer, employee or agent
      of the Corporation has been successful on the merits or otherwise in
      defense of any action, suit or proceeding referred to in paragraph 1
      or 2 of this Article ELEVENTH, or in defense of any claim, issue or
      matter therein, he shall be indemnified against expenses (including
      attorney's fees) actually and reasonably incurred by him in
      connection therewith.

            (4)  Any indemnification under paragraph 1 or 2 of this Article
      ELEVENTH (unless ordered by a court) shall be made by the Corporation
      only as authorized in the specific case upon a determination that
      indemnification of the director, officer, employee or agent is proper
      in the circumstances because he has met the applicable standard of
      conduct set forth therein. Such determination shall be made (a) by
      the Board of Directors by a majority vote of a quorum consisting of
      directors who were not parties to such action, suit or proceeding, or
      (b) if such a quorum is not obtainable, or, even if obtainable, a
      quorum of disinterested directors so directs, by independent legal
      counsel in a written opinion, or (c) by the stockholders.

<PAGE>
<PAGE> 4

            (5)  Expenses incurred in defending a civil or criminal action,
      suit or proceeding may be paid by the Corporation in advance of the
      final disposition of such action, suit or proceeding as authorized by
      the Board of Directors in the specific case upon receipt of an
      undertaking by or on behalf of the director, officer, employee or
      agent to repay such amount unless it shall ultimately be determined
      that he is entitled to be indemnified by the Corporation as
      authorized in this Article ELEVENTH.

            (6)  The indemnification provided by this Article ELEVENTH
      shall not be deemed exclusive of any other rights to which those
      seeking indemnification may be entitled under any statute, by-law,
      agreement, vote of stockholders or disinterested directors or
      otherwise, both as to action in his official capacity and as to
      action in another capacity while holding such office, and shall
      continue as to a person who has ceased to be a director, officer,
      employee or agent and shall inure to the benefit of the heirs,
      executors and administrators of such a person.

            (7)  By action of its Board of Directors, notwithstanding any
      interest of the directors in the action, the Corporation may purchase
      and maintain insurance, in such amounts as the Board of Directors
      deems appropriate, on behalf of any person who is or was a director,
      officer, employee or agent of the Corporation, or is or was serving
      at the written request of the Corporation as a director, officer,
      employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise, against any liability asserted against him
      and incurred by him in any such capacity, or arising out of his
      status as such, whether or not the Corporation would have the power
      or would be required to indemnify him against such liability under
      the provisions of this Article ELEVENTH or of the General Corporation
      Law of the Commonwealth of Puerto Rico or of any other State of the
      United States or foreign country as may be applicable.

      Section 1202 of Title 14, Laws of Puerto Rico Annotated provides the
following:

            Every corporation created under the provisions of this subtitle
shall have the power to --
      * * * (10)  indemnify any and all of its directors or officers or
      former directors or officers or any person who may have served at its
      request as a director or officer of another corporation in which it
      owns shares of capital stock or of which it is a creditor against
      expenses actually and necessarily incurred by them in connection with
      the defense of any action, suit or proceeding in which they, or any
      of them, are made parties, or a party, by reason of being or having
      been directors or officers or a director or officer of the
      corporation, or of such other corporation, except in relation to
      matters as to which any such director or officer or former director
      or officer or person shall be adjudged in such action, suit or
      proceeding to be liable for negligence or misconduct in the
      performance of duty.  Such indemnification shall not be deemed
      exclusive of any other rights to which those indemnified may be
      entitled, under any by-law, agreement, vote of stockholders or
      otherwise.

      In addition, the Company maintains a directors' and officers'
liability insurance policy.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

<PAGE>
<PAGE> 5

Item 8.  EXHIBITS

      The registrant hereby undertakes to submit the Banco Popular de
Puerto Rico Employees' Stock Plan and any amendment thereto to the Internal
Revenue Service (the "IRS") in a timely manner for a determination that
such plan is qualified under Section 401 of the Internal Revenue Code of
1986 and to make all changes required by the IRS in order to qualify the
plan.

Exhibit
Number     Description of Exhibits

 4.1            Restated Certificate of Incorporation of the Company,
                incorporated by reference to Exhibit 4(a) to the
                registrant's Registration Statement on Form S-3 (No. 33-
                54299) filed with the Securities and Exchange Commission
                on June 24, 1994.

 4.2            By-laws of the Company, incorporated by reference to
                Exhibit 4.2 to the registrant's Registration Statement on
                Form S-3 (No. 33-39028) filed with the Securities and
                Exchange Commission on February 14, 1991.

 4.3            Specimen of Certificate of the registrant's Common Stock,
                par value $6 per share, incorporated by reference to
                Exhibit 4.1 to the Company's Annual Report on Form 10-K
                for the year ended December 31, 1990.

 4.4            Form of Banco Popular de Puerto Rico Employees' Stock
                Plan.

 23             Consent of Independent Auditors.

 24             Powers of Attorney (included on pages 7 through 9).


Item 9.  UNDERTAKINGS

      (a)  The undersigned registrant hereby undertakes:

            (1)  To file, during any period in which offers or sales are
      being made, a post-effective amendment to this registration
      statement:

                   (i)  To include any prospectus required by section
            10(a)(3) of the Securities Act of 1933 (the "Securities Act");

                  (ii)  To reflect in the prospectus any facts or events
            arising after the effective date of the registration statement
            (or the most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental
            change in the information set forth in the registration
            statement;

                 (iii)  To include any material information with respect to
            the plan of distribution not previously disclosed in the
            registration statement or any material change to such
            information in the registration statement;

      provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
      the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed with or
      furnished to the Securities and Exchange Commission by the registrant

<PAGE>
<PAGE> 6

      pursuant to section 13 or section 15(d) of the Exchange Act that are
      incorporated by reference in the registration statement.

            (2)  That, for the purpose of determining any liability under
      the Securities Act, each such post-effective amendment shall be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time
      shall be deemed to be the initial bona fide offering thereof.

            (3)  To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold
      at the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person against the registrant in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

<PAGE>
<PAGE> 7

                                 SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Juan,
Commonwealth of Puerto Rico, on this 31st day of March, 1995.

                                    BANPONCE CORPORATION
                                    (Registrant)


                                    By  /s/ DAVID H. CHAFEY, JR.           
                                       Name:  David H. Chafey, Jr.
                                       Title: Executive Vice President



      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


                             POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard L. Carrion, David H. Chafey,
Jr. and Ernesto N. Mayoral, Esq., and each of them individually, his true
and lawful attorneys-in-fact and agents, with full power and in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file such amendments or
supplements, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue thereof.


<TABLE>
<CAPTION>
Signature                          Title                                Date

<S>                                <S>                                  <S>

 /s/ RICHARD L. CARRION            Chairman of the Board, President
Richard L. Carrion                 and Chief Executive Officer          March 31, 1995 

 /s/ ALFONSO F. BALLESTER          Vice Chairman of the Board           March 31, 1995      
Alfonso F. Ballester                          

 /s/ ANTONIO LUIS FERRE            Vice Chairman of the Board           March 31, 1995            
Antonio Luis Ferre                    

 /s/ JUAN J. BERMUDEZ              Director                             March 31, 1995
Juan J. Bermudez
                                                   



<PAGE>
<PAGE> 8

Signature                          Title                              Date

/s/ FRANCISCO J. CARRERAS          Director                           March 31, 1995
Francisco J. Carreras                              

                                   Director
Waldemar Del Valle                                 

/s/ LUIS E. DUBON                  Director                           March 31, 1995
Luis E. Dubon, Jr.                                 

 /s/ HECTOR R. GONZALEZ            Director                           March 31, 1995
Hector R. Gonzalez                                 

 /s/ JORGE A JUNQUERA              Director                           March 31, 1995                  
Jorge A. Junquera                                  

 /s/ FRANKLIN A. MATHIAS           Director                           March 31, 1995
Franklin A. Mathias                                

 /s/ MANUEL MORALES, JR.           Director                           March 31, 1995
Manuel Morales, Jr.                                

                                   Director
Alberto M. Paracchini                              

 /s/ FRANCISCO PEREZ, JR.          Director                           March 31, 1995
Francisco Perez, Jr.                               

                                   Director
Francisco M. Rexach, Jr.                           

 /s/ FELIX J. SERRALES, JR.        Director                           March 31, 1995
Felix J. Serralles, Jr.                            

 /s/ EMILIO JOSE VENEGAS           Director                           March 31, 1995
Emilio Jose Venegas                                

/s/ JULIO E. VIZCARRONDO, JR.      Director                           March 31, 1995
Julio E. Vizcarrondo, Jr.

/s/ DAVID H. CHAFEY, JR.           Executive Vice President           March 31, 1995
David H. Chafey, Jr.               (Principal Financial Officer)

/s/ AMILCAR JORDAN                 Controller                         March 31, 1995
Amilcar Jordan                     (Principal Accounting Officer)
</TABLE>

<PAGE>
<PAGE> 9

      The Plan.  Pursuant to the requirements of the Securities Act of
1933, the persons who administer the employee benefit plan have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Juan, Commonwealth of Puerto
Rico, on this 31st day of March, 1995.



                              BANCO POPULAR DE PUERTO RICO
                              EMPLOYEES' STOCK PLAN


                              By:  Maria Isabel Burckhart
                                   Member of the Administrative Committee
                                                     

<PAGE>
<PAGE> 10

                               EXHIBIT INDEX



Exhibit
Number      Description of Exhibits


 4.1        Restated Certificate of Incorporation of the Company,
            incorporated by reference to Exhibit 4(a) to the registrant's
            Registration Statement on Form S-3 (No. 33-54299) filed with
            the Securities and Exchange Commission on June 24, 1994.

 4.2        By-laws of the Company, incorporated by reference to
            Exhibit 4.2 to the registrant's Registration Statement on Form
            S-3 (No. 33-39028) filed with the Securities and Exchange
            Commission on February 14, 1991.

 4.3        Specimen of Certificate of the registrant's Common Stock, par
            value $6 per share, incorporated by reference to Exhibit 4.1 to
            the Company's Annual Report on Form 10-K for the year ended
            December 31, 1990.

 4.4        Form of Banco Popular de Puerto Rico Employees' Stock Plan.

 23         Consent of Independent Auditors.

 24         Powers of Attorney (included on pages 7 through 9).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 25406}]
1

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              _______________
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                              _______________

                            BANPONCE CORPORATION
           (Exact name of registrant as specified in its charter)

                  Puerto Rico                             66-0416582
        (State or other jurisdiction of                (I.R.S. employer
        incorporation or organization)               identification no.)

            209 Munoz Rivera Avenue
             Hato Rey, Puerto Rico                          00918
   (Address of principal executive offices)               (Zip code)

                        BANCO POPULAR DE PUERTO RICO
                           EMPLOYEES' STOCK PLAN
                          (Full title of the plan)

                            David H. Chafey, Jr.
                          209 Munoz Rivera Avenue
                        Hato Rey, Puerto Rico 00918
                  (Name and address of agent for service)

                               (809) 765-9800
       (Telephone number, including area code, of agent for service)

                                 Copies to:

                              Donald J. Toumey
                            Sullivan & Cromwell
                              125 Broad Street
                          New York, New York 10004
                      CALCULATION OF REGISTRATION FEE
Proposed
           Title of each                    Amount                Maximum                 Proposed               Amount of
        Class of Securities                 to be              Offering Price         Maximum Aggregate         Registration
        to be Registered(1)               Registered            Per Share(2)          Offering Price(2)             Fee
Common Stock, par value $6 per
 share . . . . . . . . . . . . .       80,000 Shares           $ 31.25                $ 2,500,000               $  862.08
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of
      1933, this Registration Statement also covers an indeterminate amount
      of interests to be offered and sold pursuant to the Banco Popular de
      Puerto Rico Employees' Stock Plan.

(2)   Estimated solely for the purpose of calculating the registration fee. 
      Such estimate has been computed in accordance with Rule 457(h) based
      upon the average of the high and low price of the Common Stock on the
      NASDAQ National Market System on March 28, 1995, namely $31.25.
2

                                   PART I

                   INFORMATION REQUIRED IN THE PROSPECTUS

      Pursuant to the Note to Part I of Form S-8, the documents containing
the information specified by Part I of Form S-8 will be sent or given to
employees as specified by Rule 428(b)(1).

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed by BanPonce Corporation (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:

            (1)  The Company's Annual Report on Form 10-K for the fiscal
      year ended December 31, 1994;

            (2)  The descriptions of the Company's Common Stock set forth
      in the Company's Registration Statement on Form 8-A, filed August 18,
      1988, and any amendment or report filed for the purpose of updating
      any such description.

      All documents filed by the Company and the Banco Popular de Puerto
Rico Employees' Stock Plan pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  DESCRIPTION OF CAPITAL STOCK

      Not applicable.  The Company's Common Stock is registered under
Section 12 of the Exchange Act.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Validity of Common Stock

      Not applicable.  

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
3

      Article ELEVENTH of the Restated Certificate of Incorporation of the
Corporation provides the following:

            (1)  The Corporation shall indemnify any person who was or is a
      party or is threatened to be made a party to any threatened, pending
      or completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative (other than an action by or in the
      right of the Corporation) by reason of the fact that he is or was a
      director, officer, employee or agent of the Corporation, or is or was
      serving at the written request of the Corporation as a director,
      officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, against expenses (including
      attorney's fees), judgments, fines and amounts paid in settlement
      actually and reasonably incurred by him in connection with such
      action, suit or proceeding if he acted in good faith and in a manner
      he reasonably believed to be in or not opposed to the best interests
      of the Corporation, and, with respect to any criminal action or
      proceeding, had no reasonable cause to believe his conduct was
      unlawful. The termination of any action, suit or proceeding by
      judgment, order, settlement, conviction, or upon a plea of nolo
      contendere or its equivalent, shall not, of itself, create a
      presumption that the person did not act in good faith and in a manner
      which he reasonably believed to be in or not opposed to the best
      interests of the Corporation and, with respect to any criminal action
      or proceeding, had reasonable cause to believe that his conduct was
      unlawful.

            (2)  The Corporation shall indemnify any person who was or is a
      party or is threatened to be made a party to any threatened, pending
      or completed action or suit by or in the right of the Corporation to
      procure a judgment in its favor by reason of the fact that he is or
      was a director, officer, employee or agent of the Corporation, or is
      or was serving at the written request of the Corporation as a
      director, officer, employee or agent of another corporation,
      partnership, joint venture, trust or other enterprise, against
      expenses (including attorney's fees) actually and reasonably incurred
      by him in connection with the defense or settlement of such action or
      suit if he acted in good faith and in a manner he reasonably believed
      to be in or not opposed to the best interests of the Corporation,
      except that no indemnification shall be made in respect of any claim,
      issue or matter as to which such person shall have been adjudged to
      be liable for negligence or misconduct in the performance of his duty
      to the Corporation unless and only to the extent that the court in
      which such action or suit was brought shall determine upon
      application that, despite the adjudication of liability but in view
      of all the circumstances of the case, such person is fairly and
      reasonably entitled to indemnity for such expenses which such court
      shall deem proper.

            (3)  To the extent that a director, officer, employee or agent
      of the Corporation has been successful on the merits or otherwise in
      defense of any action, suit or proceeding referred to in paragraph 1
      or 2 of this Article ELEVENTH, or in defense of any claim, issue or
      matter therein, he shall be indemnified against expenses (including
      attorney's fees) actually and reasonably incurred by him in
      connection therewith.

            (4)  Any indemnification under paragraph 1 or 2 of this Article
      ELEVENTH (unless ordered by a court) shall be made by the Corporation
      only as authorized in the specific case upon a determination that
      indemnification of the director, officer, employee or agent is proper
      in the circumstances because he has met the applicable standard of
      conduct set forth therein. Such determination shall be made (a) by
      the Board of Directors by a majority vote of a quorum consisting of
      directors who were not parties to such action, suit or proceeding, or
      (b) if such a quorum is not obtainable, or, even if obtainable, a
      quorum of disinterested directors so directs, by independent legal
      counsel in a written opinion, or (c) by the stockholders.
4

            (5)  Expenses incurred in defending a civil or criminal action,
      suit or proceeding may be paid by the Corporation in advance of the
      final disposition of such action, suit or proceeding as authorized by
      the Board of Directors in the specific case upon receipt of an
      undertaking by or on behalf of the director, officer, employee or
      agent to repay such amount unless it shall ultimately be determined
      that he is entitled to be indemnified by the Corporation as
      authorized in this Article ELEVENTH.

            (6)  The indemnification provided by this Article ELEVENTH
      shall not be deemed exclusive of any other rights to which those
      seeking indemnification may be entitled under any statute, by-law,
      agreement, vote of stockholders or disinterested directors or
      otherwise, both as to action in his official capacity and as to
      action in another capacity while holding such office, and shall
      continue as to a person who has ceased to be a director, officer,
      employee or agent and shall inure to the benefit of the heirs,
      executors and administrators of such a person.

            (7)  By action of its Board of Directors, notwithstanding any
      interest of the directors in the action, the Corporation may purchase
      and maintain insurance, in such amounts as the Board of Directors
      deems appropriate, on behalf of any person who is or was a director,
      officer, employee or agent of the Corporation, or is or was serving
      at the written request of the Corporation as a director, officer,
      employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise, against any liability asserted against him
      and incurred by him in any such capacity, or arising out of his
      status as such, whether or not the Corporation would have the power
      or would be required to indemnify him against such liability under
      the provisions of this Article ELEVENTH or of the General Corporation
      Law of the Commonwealth of Puerto Rico or of any other State of the
      United States or foreign country as may be applicable.

      Section 1202 of Title 14, Laws of Puerto Rico Annotated provides the
following:

            Every corporation created under the provisions of this subtitle
shall have the power to --
      * * * (10)  indemnify any and all of its directors or officers or
      former directors or officers or any person who may have served at its
      request as a director or officer of another corporation in which it
      owns shares of capital stock or of which it is a creditor against
      expenses actually and necessarily incurred by them in connection with
      the defense of any action, suit or proceeding in which they, or any
      of them, are made parties, or a party, by reason of being or having
      been directors or officers or a director or officer of the
      corporation, or of such other corporation, except in relation to
      matters as to which any such director or officer or former director
      or officer or person shall be adjudged in such action, suit or
      proceeding to be liable for negligence or misconduct in the
      performance of duty.  Such indemnification shall not be deemed
      exclusive of any other rights to which those indemnified may be
      entitled, under any by-law, agreement, vote of stockholders or
      otherwise.

      In addition, the Company maintains a directors' and officers'
liability insurance policy.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.
5

Item 8.  EXHIBITS

      The registrant hereby undertakes to submit the Banco Popular de
Puerto Rico Employees' Stock Plan and any amendment thereto to the Internal
Revenue Service (the "IRS") in a timely manner for a determination that
such plan is qualified under Section 401 of the Internal Revenue Code of
1986 and to make all changes required by the IRS in order to qualify the
plan.

Exhibit
Number     Description of Exhibits

 4.1            Restated Certificate of Incorporation of the Company,
                incorporated by reference to Exhibit 4(a) to the
                registrant's Registration Statement on Form S-3 (No. 33-
                54299) filed with the Securities and Exchange Commission
                on June 24, 1994.

 4.2            By-laws of the Company, incorporated by reference to
                Exhibit 4.2 to the registrant's Registration Statement on
                Form S-3 (No. 33-39028) filed with the Securities and
                Exchange Commission on February 14, 1991.

 4.3            Specimen of Certificate of the registrant's Common Stock,
                par value $6 per share, incorporated by reference to
                Exhibit 4.1 to the Company's Annual Report on Form 10-K
                for the year ended December 31, 1990.

 4.4            Form of Banco Popular de Puerto Rico Employees' Stock
                Plan.

 23             Consent of Independent Auditors.

 24             Powers of Attorney (included on pages 7 through 9).

Item 9.  UNDERTAKINGS

      (a)  The undersigned registrant hereby undertakes:

            (1)  To file, during any period in which offers or sales are
      being made, a post-effective amendment to this registration
      statement:

                   (i)  To include any prospectus required by section
            10(a)(3) of the Securities Act of 1933 (the "Securities Act");

                  (ii)  To reflect in the prospectus any facts or events
            arising after the effective date of the registration statement
            (or the most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental
            change in the information set forth in the registration
            statement;

                 (iii)  To include any material information with respect to
            the plan of distribution not previously disclosed in the
            registration statement or any material change to such
            information in the registration statement;

      provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
      the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed with or
      furnished to the Securities and Exchange Commission by the registrant
6

      pursuant to section 13 or section 15(d) of the Exchange Act that are
      incorporated by reference in the registration statement.

            (2)  That, for the purpose of determining any liability under
      the Securities Act, each such post-effective amendment shall be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time
      shall be deemed to be the initial bona fide offering thereof.

            (3)  To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold
      at the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person against the registrant in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
7

                                 SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Juan,
Commonwealth of Puerto Rico, on this 31st day of March, 1995.

                                    BANPONCE CORPORATION
                                    (Registrant)

                                    By  /s/ DAVID H. CHAFEY, JR.           
                                       Name:  David H. Chafey, Jr.
                                       Title: Executive Vice President

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                             POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard L. Carrion, David H. Chafey,
Jr. and Ernesto N. Mayoral, Esq., and each of them individually, his true
and lawful attorneys-in-fact and agents, with full power and in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file such amendments or
supplements, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue thereof.
Signature                          Title                                Date
/s/ RICHARD L. CARRION            Chairman of the Board, President
Richard L. Carrion                 and Chief Executive Officer          March 31, 1995 

 /s/ ALFONSO F. BALLESTER          Vice Chairman of the Board           March 31, 1995      
Alfonso F. Ballester                          

 /s/ ANTONIO LUIS FERRE            Vice Chairman of the Board           March 31, 1995            
Antonio Luis Ferre                    

 /s/ JUAN J. BERMUDEZ              Director                             March 31, 1995
Juan J. Bermudez
8

Signature                          Title                              Date

/s/ FRANCISCO J. CARRERAS          Director                           March 31, 1995
Francisco J. Carreras                              

                                   Director
Waldemar Del Valle                                 

/s/ LUIS E. DUBON                  Director                           March 31, 1995
Luis E. Dubon, Jr.                                 

 /s/ HECTOR R. GONZALEZ            Director                           March 31, 1995
Hector R. Gonzalez                                 

 /s/ JORGE A JUNQUERA              Director                           March 31, 1995                  
Jorge A. Junquera                                  

 /s/ FRANKLIN A. MATHIAS           Director                           March 31, 1995
Franklin A. Mathias                                

 /s/ MANUEL MORALES, JR.           Director                           March 31, 1995
Manuel Morales, Jr.                                

                                   Director
Alberto M. Paracchini                              

 /s/ FRANCISCO PEREZ, JR.          Director                           March 31, 1995
Francisco Perez, Jr.                               

                                   Director
Francisco M. Rexach, Jr.                           

 /s/ FELIX J. SERRALES, JR.        Director                           March 31, 1995
Felix J. Serralles, Jr.                            

 /s/ EMILIO JOSE VENEGAS           Director                           March 31, 1995
Emilio Jose Venegas                                

/s/ JULIO E. VIZCARRONDO, JR.      Director                           March 31, 1995
Julio E. Vizcarrondo, Jr.

/s/ DAVID H. CHAFEY, JR.           Executive Vice President           March 31, 1995
David H. Chafey, Jr.               (Principal Financial Officer)

/s/ AMILCAR JORDAN                 Controller                         March 31, 1995
Amilcar Jordan                     (Principal Accounting Officer)
9

      The Plan.  Pursuant to the requirements of the Securities Act of
1933, the persons who administer the employee benefit plan have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Juan, Commonwealth of Puerto
Rico, on this 31st day of March, 1995.

                              BANCO POPULAR DE PUERTO RICO
                              EMPLOYEES' STOCK PLAN

                              By:  Maria Isabel Burckhart
                                   Member of the Administrative Committee
10

                               EXHIBIT INDEX

Exhibit
Number      Description of Exhibits

 4.1        Restated Certificate of Incorporation of the Company,
            incorporated by reference to Exhibit 4(a) to the registrant's
            Registration Statement on Form S-3 (No. 33-54299) filed with
            the Securities and Exchange Commission on June 24, 1994.

 4.2        By-laws of the Company, incorporated by reference to
            Exhibit 4.2 to the registrant's Registration Statement on Form
            S-3 (No. 33-39028) filed with the Securities and Exchange
            Commission on February 14, 1991.

 4.3        Specimen of Certificate of the registrant's Common Stock, par
            value $6 per share, incorporated by reference to Exhibit 4.1 to
            the Company's Annual Report on Form 10-K for the year ended
            December 31, 1990.

 4.4        Form of Banco Popular de Puerto Rico Employees' Stock Plan.

 23         Consent of Independent Auditors.

 24         Powers of Attorney (included on pages 7 through 9).