SecProbe.io

September 28, 2012

Via E -mail
Manuel Gonzalez Cid
Chief Financial Officer
BBVA Banco Frances S.A.
Reconquista 199
(C1003ABB) Buenos Aires
Republic of Argentina

 Re: BBVA Banco  Frances S.A.
  Form 20 -F for Fiscal Year Ended December 31, 2011
  Filed March 27, 2012
  File No. 001 -12568

Dear Mr.  Gonzalez Cid :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   Where we have requested changes in future filings, please include a dra ft of your
proposed disclosures that clearly identifies new or revised disclosures.  If you do not believe our
comments apply to your facts and circumstances or do not believe an amendment is appropriate,
please tell us why in your response.

After revie wing any amendment to your filing and the information you provide in
response to these comments, including the draft of your proposed disclosures, we may have
additional comments.

Form 20 -F for Fiscal Year Ended December 31, 2011

Item 3.  Key Informati on, page 3

Selected Financial Data, page 3

1. We note your disclosure in footnotes 5 and 6 to this table that you compute Return on
average total assets, Return on average stockholders’ equity and Operating expenses as a
percentage of average total assets u sing the average of the fiscal -year beginning and
fiscal -year ending balance of the period.  Please tell us whether there would be a material
change in these ratios if you were to use a daily, weekly , or monthly average and disclose
the reasons why you do not use those averages.  Also, disclose the procedures performed

Manuel Gonzalez Cid
BBVA Banco Frances S.A.
September 28, 2012
Page 2

 to ensure that the period end balances are representative of the actual average during the
year.

Item 1A. Risk Factors, page 7

2. We not e that many of your risk factor discussions are not specifically tailored to the
company itself but rather discuss a general risk that could be applicable to many
businesses in Argentina.  Please revise the following risk factors to tie the discussion
back  to the company and explain how the risk may affect you if presented,  or the extent
to which the risk disclosed has adversely impacted your business and operations.

 “A considerable decrease in the public sector balance could negatively affect the
Argenti ne economy, and access to international financial markets.”

 “The Government has recently imposed a series of restrictions in the foreign
exchange markets that could have a material adverse effect on the results and the
solvency of the financial system.”

 “As a consequence of the Financial Action Task Force’s…evaluation report on
Anti-Money Laundering and Combating Financing of Terrorism, Argentina has to
implement measures in order to comply with FATF’s recommendations….”

 “The short term structure of t he deposit base of the Argentine financial system,
including the Bank, could lead to a reduction in liquidity levels….”

 “Argentine corporate disclosure, governance and accounting standards may
require the Bank to provide different information than would b e required under
U.S. standards.”

3. We note the following statement on page 10: “…as a consequence of the additional 75%
capital buffer requirement, the Bank will not distribute dividends to shareholders during
the present fiscal year.”  Please quantify th e amount of the shortfall that prohibited you
from distributing dividends to its shareholders.

4. We note the discussion on page 11 under the heading “Factors Related to BBVA Frances’
Subsidiaries.”  Please include an introductory heading prior to the disc ussion that
summarizes the risk discussed, as you have done on pages 7 through 10.

5. We note your discussion on page 119 of the volatility of credit ratings in Argentina, and
as a result, the volatility of your credit ratings.  Please include a risk factor  on this topic.

Manuel Gonzalez Cid
BBVA Banco Frances S.A.
September 28, 2012
Page 3

 Item 4. Information on the Company, page 11

Macroeconomic Environment, page 11

6. We note the following statement on page 11: “Growth was driven mainly by Investment
Private Consumption and Public Consumption (which increased 19.9%, 11.3%  and
10.8%, respectively year over year in real terms in the first 9 months of 2011).”  It is
unclear how the measure could increase “year over year” in “the first 9 months of 2011.”
Please clarify.

Credit Policy, page 47

7. Please expand your disclosure to explain how risk related information is communicated
to senior level executives and the board of directors.   In expanding your disclosure,
please discuss how often risk information is communicated ; i.e.,  whether it is on a
periodic basis, when a breach has occurred, or both.  Your disclosure should clarify  the
hierarchy of the risk management committees and  explain  how the committees interact
with the board and senior management to monitor your risk exposures.

8. Please  describe the material components of the changes to your risk management
structure implemented during 2011, including a discussion of any changes to your
underwriting standards.

9. We note the following statement on page 48: “Risk premium continues being at the top of
the financial system with a ratio of 2.04%, that BBVA Frances maintained throughout the
year.”  Please disclose  what the stated ratio is an indication of and how it is calculated.

Allowance for Loan Losses and Loan Loss Experience, page 51

10. Based on your disclosure on page 53, it appears that you enter into refinancing
agreements with certain borrowers.  We also note your disclosure on page F -49 that
certain loan customers are under court order or have entered into agreements with you to
satisf y their debt on a different basis than the original loan terms.  Please revise your
disclosure in Note 21 to clarify the following related to refinanced, restructured, and
renegotiated loans:

 Explain the types of refinancing, restructu ring and renegotiati on programs  that
you engage in  and quantify the amount of loans modified under each program by
type of loan.

 Discuss whether you classi fy all refinanced, restructured  and renegotiated loans as
troubled debt restructurings in accordance with US GAAP and , if not, describe
why not.

Manuel Gonzalez Cid
BBVA Banco Frances S.A.
September 28, 2012
Page 4

  Quantify your success rates related to each type of material refinancing,
restructuring and renegotiation program.

11. You disclose on page 55 that borrowers can move between risk categories upon the
cancellation of installments in ar rears.  Please revise your future filings to more clearly
explain what this means.  For example, clarify if you mean that the borrower has paid
enough to satisfy the number of installments required to be classified at the lower risk
rating , or whether you are forgiving contractual amounts owed to bring the loan into a
lower risk rating.  If the latter is true, quantify the amount of loans for which you have
forgiven installments and revise your disclosure in Note 21 to clarify how these
cancellations are co nsidered under US GAAP.

Classification  System According to Central Bank Regulations, page 51

12. We note your mention of a “Special Tracking Committee” on page 58 , which is not
discussed elsewhere in the filing.  Please explain the committee’s function and  where it
falls in the organizational hierarchy.

The Argentine Banking System and Its Regulatory Framework, page 67

13. Please revise this section in your future filings to discuss whether you are in compliance
with each regulatory requirement discussed and , if not, discuss the impact that has on
your business or financial results.

Operating Results, page 99

Allowance for Loan Losses, page 102

14. You disclose that the decrease in the loan loss provisions in the fiscal year ended
December 31, 2011 was mainly  due to the continuous improvement of the quality of your
portfolio , as well as the change in allowance policy as a result of periodically monitoring
performance of the portfolios and financing.  You go on to state that the decrease in fiscal
year ended De cember 31, 2010 was mainly due to improvement in the quality of the
portfolio as a result of the risk policy implemented.  Please revise your disclosure in
future filings to discuss the nature of the change in allowance policy that you
implemented in 2011 , as well as the risk policy implemented in 2010, and more clearly
explain how each of these changes in allowance and risk policy resulted in credit quality
improvement within your loan portfolio.

15. Additionally, please revise your disclosure in future filin gs to more clearly explain the
changes in your non -performing loan ratio.  Specifically, address the overall increase in
non-performing loans in 2011 offset by the significant decrease in non -performing loans
classified as “Others” on page 63.

Manuel Gonzalez Cid
BBVA Banco Frances S.A.
September 28, 2012
Page 5

 16. Furthermore , please revise your disclosure in future filings to discuss the trend in your
charge -offs, given the decrease from Ps. 120 million in 2010 to Ps. 85 million in 2011 as
disclosed on page 64.  Specifically, address the reason for the significant decrease in  the
charge -offs for consumer loans, including whether you have made any charge -off policy
changes or underwriting changes recently that resulted in this trend.

Financial Condition, page 108

Total Assets, page 108

17. We note that you have significant chang es in the balances of certain of your assets and
liabilities.  For example, your receivables from spot and forward purchases and sales
increased materially during the current period and subsequently decreased per your Form
6-K furnished August 17, 2012.  P lease revise your future filings to discuss the reasons
for changes in your financial condition for each reported period.  Refer to Item 5 of
Form 20 -F and Interpretive Release No. 33 -6835 , which  is available on our website at
http://www.sec.gov/rules/interp/33 -6835.htm .

Compensation of Directors and Officers, page 128

18. Item 6.B.1 of Form 20 -F requires that disclosure of compensation be provided on  an
individual basis unless individual disclosure is not required in a company’s home country
and the information  is not otherwise pub licly disclosed.  Please confirm that individual
disclosure is not required under Argentine law and that the information i s not publicly
disclosed, or provide proposed disclosure of compensation on an individual basis for the
company’s directors and members of its administrative, supervisory or management
bodies .

Notes to the Consolidated Financial Statements, page F -14

Note 21 – Summary of Significant Differences Be tween the Argentine Central… , page F -62

21.1. Income taxes, page F -62

19. We note that the adjustment for deferred taxes to reconcile net income to US GAAP is an
increase of Ps. 156.814 billion.  Please revise your disclosure in future filings to more
clearly explain the basis for the adjustment to increase net income for deferred taxes
under US GAAP.  Specifically, revise your rate reconciliation to quantify the income tax
impact related to each material factor  by addressing the following:

 Disaggregate the components of the rate reconciliation included in “other, net,”
and separately disclose the income tax related to changes in your valuation
allowance under US GAAP.

Manuel Gonzalez Cid
BBVA Banco Frances S.A.
September 28, 2012
Page 6

  Disaggregate the adjustments to reconcile i ncome tax to US GAAP by separately
disclosing the impact of TOMPI and the impact of increasing the valuation
allowance under BCRA rules as well as any other material factors.

20. We note that the adjustment for allowances on deferred tax assets to reconcile n et income
to US GAAP is a decrease of Ps. 156.109 million. Please tell us why reversing the
valuation allowance under BCRA rules would result in a decrease to net income under
US GAAP.  In this regard, your disclosure in Note 21.1 on page F -64 indicates th at the
adjustment to reconcile Allowances on deferred tax assets under BCRA rules to U.S.
GAAP is an increase to net income.

21.4. Loan loss reserve, page F -66

21. You disclose that the amount of inherent loss for loans not specifically provided is
estimated  based upon evaluation of historical write -off experience, mix of loans and other
factors.  As write -offs are a material factor in determining your allowance for loan losses,
please revise your disclosure in future filings to clarify your policy for writin g off
uncollectible financing receivables.  Refer to ASC 310 -10-50-11B(b).

22. We note that you disclose past due loans as of December 31, 2011 and 2010 on
page F -49, and as of June 30, 2012 on page 36 of your Form 6 -K filed August 17, 2012.
Please revise y our disclosure in future filings to disclose an aging analysis of your past
due loans for each period presented by class of financing receivable.  Refer to
ASC 310 -10-50-7A and ASC 310 -10-55-9.

21.4.1. Interest recognition – non-accrual loans, page F -67

23. You disclose that you suspend the accrual of interest generally when the related loan is
non-performing and the collection of interest and principal is in doubt.  Please revise your
disclosure in future filings to state the threshold, as it relates to pas t due status, beyond
which you place all loans on non -accrual status  and clarify whether this threshold varies
by loan class.  Refer to ASC 310 -10-50-6(a).  Additionally, please disclose your policy
for resuming accrual of interest on these loans.  Refer t o ASC 310 -10-50-6(c).

21.4.2. Impaired loans – Non-Financial Private Sector and residents abroad, page F -67

24. You disclose that loans are considered impaired when, based on your evaluation, a
borrower will not be able to fulfill its obligation under the or iginal terms of the loan.
Please revise your disclosure in future filings to state the factors that you consider in
determining that a loan is impaired, and clarify whether you consider a threshold, as it
relates to past due status, beyond which you ident ify all loans as impaired.  Also, clarify
whether the factors that you identify, including the threshold, vary by loan class.  Refer to
ASC 310 -10-50-15(e).

Manuel Gonzalez Cid
BBVA Banco Frances S.A.
September 28, 2012
Page 7

 25. You disclose on page 56 that under central bank regulation, banks must establish certain
levels of required provisions and we note your discussion and reconciling item related to
impaired loans in Note 21.4.2.  However, it is unclear how you considered the effect of
these mandated provisions on your collective allowances under US GAAP, which
requires co nsideration of your own loss history as the basis for estimating the inherent
loss within a loan portfolio.  Please revise your future filings to disclose whether you
consider this to be a US GAAP reconciling item.  If so , revise your reconciliation on
page F-78 to separately quantify the amounts related to differences in the estimation of
the allowance for loan losses.  If not, tell us why not.

21.5. Government and other debt securities – Available for sale, page F -69

26. Your adjustment to income for avail able for sale securities is an increase of Ps.  314.611
million for the year ended December 31, 2011.  Please revise your disclosure in future
filings to more clearly explain the nature of this adjustment.  For example, clarify
whether the Ps. 213 million i ncrease to net income from continuing operations is
primarily related to the losses recorded for those securities accounted for at fair value
under Argentinian Banking GAAP , or something else.  Similarly, clarify what the
remai