SecProbe.io

March 8, 2013

Via E -mail
Ignacio Sanz y Arcelus
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 the Fiscal Year Ended December 31, 2011
  Filed March 27, 2012
Response filed November 15, 2012
  File No. 001 -12568

Dear Mr.  Sanz y Arcelus :

We have reviewed your response to our letter dated September 28 , 2012 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 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 draft of your proposed disclosures that
clearly identifies new or revised disclosures.  If you do not believe our comments apply to your
facts and  circumstances, please tell us why in your response.

After reviewing 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 the Fiscal Year Ended December 31, 2011

General

1. Refer to your  response letter dated November 15, 2012.  You state in a number of
responses that you take note of our suggestion for future presentations .  Please confirm
that you will include the information you provided in resp onse to our prior comments in
your future Forms 20 -F filed with the Commission.

Allowance for Loan Losses and Loan Loss Experience, page 51

2. Refer to your response to prior comment 10.  Please confirm that you will include all
disclosures required by ASC 310-10-50-33 and 50 -34 in Note 21 of future Forms 20 -F,

Ignacio Sanz y Arcelus
BBVA Banco Frances S.A.
March 8, 2013
Page 2

 including the financial effects of the modifications, how modifications are factored into
the determination of the allowance for credit losses, and how defaults on troubled debt
restructurings are fac tored into the determination of the allowance for credit losses.

3. Refer to your response to prior comment 11.  Please revise your disclosure in future
filings to clarify the following:

 How a borrower accumulates a greater number of installments.  For example, does
this mean that the borrower makes a greater number of payments?
 Your definition of “quotas” as used within the table provided.  For example, do
quotas represent payments ?
 How a borrower cancels a certain percentage of their refinanced princip al obligations.
For example, does a borrower need to make a payment in order to cancel the loan
amount that they owe to you prior to refinancing?

Operating Results, page 99

Allowance for Loan Losses, page 102

4. Refer to your response to prior comment 14 where you state that during 2011 and due to
the behavior of credit portfolios, it was decided to modify the allowance policy by
adjusting the coverage percentage to the arrears and loss expectations.  Based upon the
quantitative information provided in you r response , we understand that you reduced the
allowance percentages for the credit card portfolio and the wholesale portfolio , and you
reduced the expected loss rates for your corporate and middle -market portfolios .
However, it remains unclear why you re duced the se allowance percentages , and how
these reductions related to the improved credit quality of your loan portfolios, as
indicated in your disclosure.  Please provide us with proposed disclosure to be included
in future filings to explain how the beh avior of your credit portfolio changed in a way
that caused you to reduce the allowance percentages.

5. Refer to your response to prior comment 15 .  To the extent that the improvements you
implemented in the generation of information resulted in your ability to identify a non -
performing loan more quickly than before 2011, please revise future filings to disclose
the specific improvements made that allowed you to identify non -performing loans.
Also, disclose the procedures performed prior to this improvement to ensure the
appropriate level of non -performing loans was considered in determining the allowance
for loan losses.

6. Refer to your response to pri or comment 16 .  It remains unclear what caused the changes
in your charge -offs during the reported periods.  Please tell us whether you r response
mean s that you changed your charge -off policy from 540 days past due to 270 days past
due.  If so, address  the following:

Ignacio Sanz y Arcelus
BBVA Banco Frances S.A.
March 8, 2013
Page 3

  Tell us why charging -off past due loans more quickly results in a decrease in total
charge -offs rather than an  increase in total charge -offs.
 Provide disclosure in future filings  that addresses the key factors you considered  in
determining tha t your live portfolio was of high quality in fiscal years 2010 and 2011.
 Confirm that you will correct your pre sentation of the additional Ps.  48,247,000 in
consumer charge -offs in future filings.

Financial Condition, page 108

Total Assets, page 108

7. Refer to your response to prior comment 17.  While your response addresses the example
in our comment, it does not address the comment in its entirety.  Please fully respond to
our comment by providing revised proposed disclosure that discusses the reasons  for
significant changes in your financial condition during the reported periods in enough
detail that a reader may understand whether past results are indicative of future trends.

Notes to the Consolidated Financial Statements

Note 21 – Summary of Significant Differences Between the Argentine Central Bank Rules and
United States Generally Accepted Accounting Principles, page F -62

21.1. Income taxes, page F -62

8. Refer to your response to prior comment 19 , and p lease revise your disclosure  on page
F-62 to include a complete tax rate reconciliation as required by ASC 740 -10-50-12 that
separately includes the changes in the allowance on deferred tax assets on a US GAAP
basis  before arriving at income tax compu ted in accordance with US GAAP .

9. Furthermore,  please revise your proposed disclosure included in response to prior
comment 19 to address the following:

 Discuss the nature of the “non -deductible application” line item in 2010 that appears
within your reconciliation of income tax on a BCRA basis to In come tax on a US
GAAP basis.
 In this regard, it appears that the non -deductible application is related to your
valuation allowance on deferred tax assets under BCRA disclosed on page F -63.
Please clarify why you include the Ps.  251.4 million non -deducti ble application
within your 2010 reconciliation of deferred tax assets, but you exclude a similar non -
deductible application of Ps.  47.3 million from your 2011 reconciliation.
 Tell us why it is appropriate  to exclude any valuation allowance under BCRA an d US
GAAP  from the net deferred tax asset amounts reconciled on page 13 of your
response letter given that the changes in the valuation allowance should directly
impact the income statement.

Ignacio Sanz y Arcelus
BBVA Banco Frances S.A.
March 8, 2013
Page 4

21.24. Cash flows information, page F -81

10. Refer to your response  to prior comment 27.  It remains unclear how the adjustments
included in your proposed tabular disclosure reconciling BCRA GAAP to US GAAP
operating cash flows relates to the income statement reconciling items included on page
F-78 of your Form 20 -F.  In this regard , please clarify the following:

 Your proposed disclosure includes no adjustment  related to the allowances for
doubtful loans and special reserves, net of reversals, and it is unclear how this is
consistent with the adjustment for impaired loans  within  the reconciliation on page
F-78.
 We note that you include an adjustment adding net income attributable to minority
interests to your operating cash flows and this amount is excluded from Net income
presented in your cash flow statement schedule.  It is unclear why this adjustment is
appropriate as operating cash flows should reflect those attributable to the entity as if
the consolidated group was a single economic entity under US GAAP ; as such,
income or loss attributable to the non -controlling i nterest should be included in Net
Income .  Refer to ASC 810-10-45-19 and ASC  230-10-45-28.
 It is unclear which of your cash flows relate to continuing operations and which relate
to discontinued operations.
 You have recorded a significant reconciling ite m related to investment securities and
your technical insurance liabilities on page F -78.  It is unclear where these
adjustments are reflected in your proposed disclosure.

11. In light of our comment above , please revise your proposed disclosure to be include d in
future filings to clarify the nature of the reconciling items between your operating cash
flows under BCRA GAAP and US GAAP .  Consider improving your operating cash flow
reconciliation by presenting the material differences between operating cash flow s under
BCRA and US GAAP rather than repeating non -cash reconciling items that appear on
your income statement reconciliation on page F -78.  Refer to Item 17.c.2.iii of Form
20-F.

You may contact Staci Shannon, Staff Accountant, at (202) 551 -3374 or Rebek ah
Lindsey, Accounting Reviewer, at (202) 551 -3303 if you have questions regarding these
comments.  Please contact me at (202) 551 -3872 with any other questions.

      Sincerely,

      /s/  Hugh West

      Hugh West
        Accounting Branch Chief