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November 15, 2012

Re:

BBVA Banco Francés S.A.

Form 20-F for the fiscal year ended December 31, 2011

Filed March 27, 2012

File No. 001-12568

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

Mrs. Suzanne Hayes

United States Securities and Exchange Commission

Division of Corporation Finance

100 F street, N.E.; mail stop 4561

Washington, D.C. 20549

Dear Mrs. Hayes:

Thank you for your letter dated September 28, 2012, setting forth comments from staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) on the annual report on Form 20-F for the year ended December 31, 2011 (the “2011 Form 20-F”) of BBVA Banco Francés S.A. (“BBVA Francés”, also referred to in this letter as the “company”, the “Bank” or “we”), which was filed with the Commission on March 27, 2012.

We appreciate your understanding in allowing us the time necessary to prepare our responses, which we set forth in Annex A hereto. To facilitate the Staff’s review, we have reproduced the captions and numbered comments from the Staff’s comment letter in boldface text.

In providing these responses, and in response to the Staff’s request, we hereby acknowledge that:

§

BBVA Banco Francés S.A. is responsible for the adequacy and accuracy of the disclosure in its filings;

§

Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and

§

BBVA Banco Francés S.A. may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We would like to express our appreciation for your attention in these matters, and we are available to discuss any of our responses with you at your convenience. In that regard, please do not hesitate to contact Ignacio Sanz y Arcelus in Buenos Aires at 54-11-4348-0047 or fax: 54-11-4346-4354; or our counsel, Andrés V. Gil of Davis Polk & Wardwell in Paris at 33-1-56-59-36-30 or fax: 33-1-56-59-37-30.

Very truly yours,

/s/ Ignacio Sanz y Arcelus

BBVA Banco Francés S.A.

Annex A

Clarification: the amounts exposed in this Annex are expressed in thousands of pesos unless otherwise indicated

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

Item 3. Key Information, 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 using 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 to ensure that the period end balances are representative of the actual average during the year.

The requirements for preparing Item 3 of Form 20-F as published by the SEC set forth that all financial information must be presented according to the accounting principles used in preparing the financial statements. Our annual financial statements are prepared under BCRA standards so the end-of-year information is presented in comparison with the previous financial year. Hence the calculation of average assets and average shareholders equity takes into account the assets and shareholders equity, respectively, for the present and the preceding financial years.

We have calculated the said ratios based on the average balances calculated from the monthly balances (which are not audited) and they do not reflect a significant variation with respect to those reported in our 2011 Form 20-F. The Bank does not generate financial statements on daily or weekly basis.

Item 1A. Risk Factors, page 7

2.

We note 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.

We acknowledge the Staff’s comments and provide sample disclosure below.

·

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

A further deterioration of the Fiscal Accounts could result in more limited access to foreign financial markets by Argentine companies, and therefore BBVA Francés may be adversely affected by such limitation.

·

“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.”

These restrictions contributed to a decrease in imports which led to a decrease in the volume of trade financing and negatively impacted our business. Limitations on foreign currency purchases resulted in a decrease in the volume of foreign trade commissions in foreign currency sales.

These restrictions also resulted in a withdrawal of dollar denominated deposits, which led to a contraction in dollar denominated loans related export finance (the lending capacity in foreign currencies are provided by Bank deposits in foreign currencies).

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Annex A (cont.)

·

“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….”

Despite Argentina remediating five (5) out of six (6) key material deficiencies identified by the Prevention of Money Laundering and the Financing of Terrorism Rules, our country still has a pending action plan for the total fulfilment of all recommendations set forth in FATF's - GAFISUD. This risk of non-compliance could limit the Bank’s access to foreign financial markets.

·

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

Most of deposits in the Argentine Financial System are demand deposits and time deposits (which have terms of less than 90 days). This could increase the risk of low liquidity levels and increased funding cost in the event of a withdrawal of significant portions of the deposit base of the financial system, including BBVA Francés.

·

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

The securities laws of Argentina that govern publicly listed companies such as the Bank impose disclosure requirements that are more limited than those in the United States. The Argentine securities markets are not as highly regulated and supervised as the U.S. securities markets. There are also important differences between accounting and financial reporting standards applicable to financial institutions in Argentina and to those in the U.S. As a result, financial statements and reported earnings of Argentine financial institutions generally differ from those reported based on U.S. accounting and reporting standards. See “Item 5. Operating and Financial Review and Prospects—U.S. and Argentine Banking GAAP Reconciliation” for a description of the principal differences between Argentine banking GAAP and U.S. GAAP and how they affect our financial statements and the reconciliation to U.S. GAAP of net income and total stockholders’ equity for the periods ended and as of the dates therein indicated.

Accordingly, the information available about us will not be the same as the information available about a U.S. company. The difference in the disclosure requirements between Argentine corporate, governance and accounting standards and US GAAP, could influence foreign investors decisions to invest in Argentine securities and could therefore limit the Bank’s access to international markets.

We acknowledge your comment and we take note of your suggestion for future presentations.

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 the amount of the shortfall that prohibited you from distributing dividends to its shareholders.

The amount of the shortfall that prohibited us from distributing dividends to our shareholders, as required by the BCRA, amounted to Ps. 1.4 billion.

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 discussion that summarizes the risk discussed, as you have done on pages 7 through 10.

We acknowledge your comment and present below the proposed introductory heading to the risk factor:

As a consequence of the social security reform, the loss of corporate purpose and its liquidation, labor lawsuits were filed against Consolidar AFJP claiming differences in several payment amounts.

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Annex A (cont.)

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.

We acknowledge your comment and propose a risk factor in the following form:

Volatility of credit ratings in Argentina could affect the volatility of the Bank’s credit ratings.

The Bank’s ratings are based on those of Argentina's sovereign rating, which has fluctuated considerably since the Argentine Crisis. As a result, the Bank’s ratings have also fluctuated in this period, although the Bank’s ratings have tended to be higher than the sovereign rating. These fluctuations impact our costs of funding and collateral obligations and our ability to access international markets. Continued volatility of, or a decrease in, Argentina’s sovereign rating could affect our business.

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.

We acknowledge your comment and propose the revised disclosure below:

Growth was driven mainly by Investment, Private Consumption and Public Consumption (which increased 19.9%, 11.3% and 10.8%, respectively, in real terms in the first nine months of 2011 compared to the same period in 2010).

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.

The global risks information (such as data regarding credit risk, delay, arrears, risks premium, economic capital, investment distribution, etc.) is distributed on a monthly basis to the board of directors and all executive officers, for subsequent distribution to their respective areas. In addition, specific analysis is also sent to the managers on an ad hoc basis or as requested by them.

The following Committees are in place and meet with the indicated frequency:

-

Risk Management Committee

-

Members: Executive Director, Risks Director, Validation and Governance Manager, Retail Risk Manager, Companies and Wholesale Risk Manager, Financial and Reporting Risk Manager, Recovery and Global Management and Technical Department Directors. Optional members may also be included for specific subjects.

-

Frequency: Weekly.

-

Functions: The Risk Management Committee is the collegiate body of the highest level for Risk management at BBVA Francés. This Committee defines and approves the strategy, practices and procedures and manages the functional structure of the Risks Department.

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Annex A (cont.)

-

Credit Risk Committee

-

Members: Executive Director, Risks Director, Validation and Governance Manager, Retail Risk Manager, Companies and Wholesale Risk Manager, Recovery and Global Management and Technical Department Directors.

-

Frequency: Weekly.

-

Functions: Its goals are the review of matters which exceed individual credit authorizations, and also those operations specifically delegated to it. All decisions are made by consensus of the Committee members.

-

Companies and Wholesale Banking Monitoring Committee

-

Members: Risks Director, Companies and Wholesale Risk Manager, and those officers responsible for Admission, Risks Monitoring in Companies Banking and Monitoring, Policies and Risk Tools in Companies and Wholesale. The officers responsible and/or reports on Global Management and Risks Technical Department, Risks Information and Intelligence and Credit Recovery also participate in the Committee.

-

Frequency: Fortnightly.

-

Functions: To verify compliance with the general and specific action plans defined in the above Committees. To monitor the budget, ratios and the evolution of the figures.

-

Retail Banking Monitoring Committee

-

Members: Risks Director, Retail Risks Manager, officer responsible for Central Retail Monitoring, Network Coordinator, Global Management Director and Technical Department.

-

Frequency: Weekly.

-

Functions: To lay out policies and strategies for improving the portfolio’s risk quality and anticipate possible future scenarios. To set forth portfolio quality goals and monitor them.

-

Recoveries Committee

-

Members: Risks Director, Repairs Manager, Judicial Matters Director, Extrajudicial Matters Director, Administration Director, Global Management Director and Technical Department.

-

Frequency: Weekly.

-

Functions: Its aim is to take decisions and make qualifications for all types of recovery. Laying out policies and strategies to optimize credit portfolio recovery.

We acknowledge your comment and we take note of your suggestion for future presentations.

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.

The new Risks structure was organized as follows:

1

Retail Risk

1.1

Retail client applications

1.2

Central Retail Monitoring

1.3

Retail Policies and Tools

2

Companies and Wholesale Risk

2.1

Provincial Companies Admission

2.2

Metro Companies Admission

2.3

Corporate Admission

2.4

Companies and Wholesale Monitoring, Policies and Tools

3

Recoveries

3.1

Judicial Management

3.2

Extra-Judicial Management

3.3

Administration

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Annex A (cont.)

4

Validation and Governance

4.1

Global Management and Technical Department

4.2

Operational Country Risk Management

4.3

Financial Information Governance

5

Financial Risks and Reporting

5.1

Financial Risks

5.2

Risks Information and Intelligence

The main changes and principal projects inside each department were as follows:

-

Retail Risks:

-

The “Engage Project” is created to pay more attention to the monitoring of retail transactions;

-

The Micro-enterprise team is reinforced with more resources and greater training.

-

Wholesale Risks:

-

Regionalization Project: The Admission Area is d