SecProbe.io

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 July 25, 2025

Carmen Arroyo
Chief Financial Officer
Banco BBVA Argentina S.A.
111 C rdoba Av., C1054AAA
Buenos Aires, Argentina

 Re: Banco BBVA Argentina S.A.
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-12568
Dear Carmen Arroyo:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Michael J. Willisch
 +34 91 768 9610
 michael.willisch@davispolk.com
 davispolk.com
 Davis Polk & Wardwell
 llp
 Paseo de la Castellana,
 41
 28046 Madrid

 July 24, 2025

 Re:
 Banco BBVA Argentina, S.A.
Form 20-F for Fiscal Year Ended December 31, 2024
Filed April 4, 2025
File No. 001-12568

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street, N.E.

 Washington, DC 20549-3628

 Attn: Mr. Michael Volley

 Mr. Amit Pande

 Ladies and Gentlemen:

 On behalf of Banco BBVA Argentina, S.A., a bank organized under the
laws of the Republic of Argentina (the " Bank "), we are responding to the comments from the Staff (the " Staff ")
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission relating to the Bank's Form 20-F for the year
ended December 31, 2024 (the " 2024 Form 20-F ") contained in the Staff's letter dated July 15, 2025 (the " Comment
Letter ").

 Set forth below are the Bank's responses to the Staff's
comments. For convenience, the Staff's comments are repeated below in italics, followed by the Bank's response to the comments.
Capitalized terms used but not defined within this letter have the meanings ascribed to them in the 2024 Form 20-F.

 Form 20-F for Fiscal Year Ended December 31, 2024

 Interest income, page 112

 1. We note your disaggregation of interest income here and interest expenses on page 113. Please revise future periodic filings to
clarify which interest-bearing assets and liabilities include CER and UVA clause adjustments.

 Response : The Bank acknowledges the Staff's comment
and confirms that it will revise its 2025 annual report on Form 20-F (the " 2025 Form 20-F ") and subsequent filings
to clarify which interest-bearing assets and liabilities include CER and UVA clause adjustments.

 Other operating expenses, page 118

 2. We note your disclosure of losses on loans bearing below market interest rates. Please revise future periodic filings to discuss
the nature of these loans, why you originate loans at below market interest rates and disclose your accounting policies related to these
loans or tell us where the policies are currently disclosed.

 Response : The Bank acknowledges the Staff's comment
and confirms that it will revise its 2025 Form 20-F and subsequent filings to discuss the nature of loans bearing below market interest
rates, the reasons why the Bank originates loans bearing below market interest rates and the accounting policies related to these loans.

 Profit or loss for financial instruments at fair value through
other comprehensive income (FVOCI), page 124

 3. Given the materiality of and significant variability in the disclosed amounts, please revise future periodic filings to provide
additional discussion and analysis of the underlying reasons for the fluctuations in the market value of financial instruments measured
under this model with appropriate detail of the financial instruments with the most material variations. Also provide discussion and analysis
of the maturity and sale of investments impacting these amounts, if material.

 Response : The Bank acknowledges the Staff's comment
and confirms that it will revise its 2025 Form 20-F and subsequent filings to provide additional discussion and analysis of the underlying
reasons for the fluctuations in the market value of financial instruments measured at fair value through other comprehensive income, including
appropriate detail of the financial instruments with the most material variations, as well as of the maturity and sale of investments
impacting these amounts, if material.

 Credit Risk Exposure – Financial Assets, page F-45

 4. Please revise future periodic filings to disclose the information required by IFRS 7.35M by credit risk rating grades or tell us
how your current disclosure complies with the requirements.

 Response : The Bank acknowledges the Staff's comment
and confirms that it will revise its 2025 Form 20-F and subsequent filings to expand the disclosure with respect to the information required
by IFRS 7.35M by credit risk rating grades.

 Allowances – Financial Assets, page F-49

 5. Please revise future periodic filings to disclose the reconciliation of expected credit loss allowances by class of financial instrument.
Refer to IFRS 7.35H for guidance.

 Response: The Bank acknowledges the Staff's comment
and confirms that it will revise its 2025 Form 20-F and subsequent filings to disclose the reconciliation of expected credit loss allowances
by class of financial instrument.

 Please do not hesitate to contact me at +34 91 768 9610 or michael.willisch@davispolk.com
if you have any questions regarding the foregoing or if I can provide any additional information.

 2

 Very truly yours,

 /s/ Michael J. Willisch

 Michael J. Willisch

 cc: Mrs. Carmen Arroyo
(Banco BBVA Argentina, S.A.)

 3

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 July 15, 2025

Carmen Arroyo
Chief Financial Officer
Banco BBVA Argentina S.A.
111 C rdoba Av., C1054AAA
Buenos Aires, Argentina

 Re: Banco BBVA Argentina S.A.
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-12568
Dear Carmen Arroyo:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended December 31, 2024
Interest income, page 112

1. We note your disaggregation of interest income here and interest
expenses on page
 113. Please revise future periodic filings to clarify which
interest-bearing assets and
 liabilities include CER and UVA clause adjustments.
Other operating expenses, page 118

2. We note your disclosure of losses on loans bearing below market interest
rates. Please
 revise future periodic filings to discuss the nature of these loans, why
you originate
 loans at below market interest rates and disclose your accounting
policies related to
 these loans or tell us where the policies are currently disclosed.
Profit or loss for financial instruments at fair value through other
comprehensive income
(FVOCI), page 124

3. Given the materiality of and significant variability in the disclosed
amounts, please
 revise future periodic filings to provide additional discussion and
analysis of the
 July 15, 2025
Page 2

 underlying reasons for the fluctuations in the market value of financial
instruments
 measured under this model with appropriate detail of the financial
instruments with
 the most material variations. Also provide discussion and analysis of
the maturity and
 sale of investments impacting these amounts, if material.
Credit Risk Exposure - Financial Assets, page F-45

4. Please revise future periodic filings to disclose the information
required by IFRS
 7.35M by credit risk rating grades or tell us how your current
disclosure complies
 with the requirements.
Allowances - Financial Assets, page F-49

5. Please revise future periodic filings to disclose the reconciliation of
expected credit
 loss allowances by class of financial instrument. Refer to IFRS 7.35H
for guidance.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Michael Volley at 202-551-3437 or Amit Pande at
202-551-3423 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
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October 8, 2015

Mail Stop 4546

Via Email
Ignacio Sanz y Arcelus
Chief Financial Officer
BBVA Banco Frances S.A.
Reconquista 199
Buenos Aires, Argentina

Re: BBVA Banco Frances S.A.
 Form 20-F for the Fiscal Year Ended December 31, 2014
Filed April 10, 2015
File No. 001 -12568

Dear Mr. Sanz y Arcelus :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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 Un ited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Financial Services II

CORRESP
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October 5, 2015

 Re: BBVA Banco Francés S.A.

Form 20-F for the fiscal year ended
December 31, 2014

Filed April 10, 2015

File No. 001-12568

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

Mrs. Suzanne Hayes

Assistant Director

U.S. Securities & Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549

Dear Mrs. Suzanne Hayes:

Thank you for your
letter dated September 25, 2015, 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, 2014 (the “2014 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 April 10, 2015.

To facilitate the
Staff’s review, we have reproduced the captions and numbered the comments from the Staff’s comment letter in boldface
text, which we set forth in Annex A hereto.

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

 § BBVA Francés 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 Francés 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, Michael J. Willisch of Davis Polk & Wardwell at 34-91-768-9610 or fax: 34-768-9692.

    Very truly yours,

    /s/ Ignacio Sanz y Arcelus

    Ignacio Sanz y Arcelus

    BBVA Banco Francés S.A.

Annex A

Form 20-F for Fiscal Year Ended December
31, 2014

Significant changes in financial
condition, page 121

 1. Your disclosure in the first sentence under the heading indicates that Government and Private
Securities showed a significant increase between Fiscal 2014 and Fiscal 2013 “due to the increase in instruments issued by
the BCRA because of the liquidity policy implemented by the Bank.” With a view to disclosure in future filings, as applicable,
please provide us a response letter that explains how your current liquidity policy differs from your prior liquidity policy. In
light of your risk factor disclosures on pages 11 and 14, among others, also tell us whether there are material operating and liquidity
risks associated with your level of investment in Argentine Central Bank Internal Bills (LEBAC) in recent periods.

The liquidity policy of the
Bank requires to keep a minimum percentage of the total deposits in liquid assets, among them and particularly, in Argentine Central
Bank Internal Bills (LEBAC). This policy has not changed since Fiscal 2013 to Fiscal 2014.

As mentioned in page 11 of the
2014 Form 20-F under “Risk Factors Related to BBVA Francés―The short term structure of the deposit base of
the Argentine financial system, including the Bank, could lead to a reduction in liquidity levels and limit the long-term expansion
of financial intermediation,” between 2011 and 2013 credit grew in Argentine at a higher rate than deposits. This scenario,
however, changed in 2014 when deposits started to grow at a faster rate than credit due to the increase in interest rates by Central
Bank in order to keep the local currency exchange rate in line after a significant devaluation of the peso on January 23, 2014.

In line with the Bank’s
policy stated above, the Bank invested the excess of cash resulting from the mismatch in the growth rate of credit and deposits
in short-term (five-month average life) local currency LEBAC.

LEBACs are instruments issued
by Argentine Central Bank since 2002, mainly nominated in local currency, as a monetary policy tool that allows the Argentine Central
Bank to regulate the amount of pesos in circulation in the economy. Financial institutions have been the main buyers of these bills,
currently holding approximately 80% of the total outstanding LEBACs. Financial institutions keep these instruments as an additional
liquidity buffer, in excess of the legal reserve requirements imposed by law. LEBACs are traded with a reasonable level of liquidity
in secondary markets and they are accepted by Central Bank in repurchase agreements (repos) up to a limit of 100% of the capital
of each entity.

We do not believe that there
are any material operating or liquidity related risks associated with our investments in LEBACs. Nevertheless, we take your suggestion
and in future filings, if applicable, we will provide more information regarding any substantial changes on the matters described
above.

September 25 , 2015

Mail Stop 4546

Via Email
Ignacio Sanz y Arcelus
Chief Financial  Officer
BBVA Banco Frances S.A.
Reconquista 199
Buenos Aires, Argentina

Re: BBVA Banco Frances  S.A.
 Form 20-F for the Fiscal Year Ended December 31, 2014
Filed April 10 , 2015
File No. 001 -12568

Dear Mr. Sanz y Arcelus :

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

Please respond to the comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment applies  to your facts and  circumstances , please tell us why in your response.

After reviewing your response to the comment , we may have additional comments.

Significant changes in financial condition, page 121

1. Your disclosure in the first sentence under the heading indicates that Government and
Private Securities showed a significant increase between Fiscal 2014 and Fiscal 2013
“due to the increase in instruments issued by the BCRA bec ause of the liquidity policy
implemented by the Bank.”   With a view to disclosure in future filings, as applicable,
please provide us a response letter that explains how your current liquidity policy differs
from your prior liquidity  policy .  In light of your ris k factor disclosures on pages 11 and
14, among others, also tell us whether there are material operating and liquidity risks
associated with your level of investment in Argentine Central Bank Internal Bills
(LEBAC) in recent periods.

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Ignacio Sanz y Arcelus
BBVA Banco Frances  S.A.
September 25 , 2015
Page 2

 in possession of all facts relating to a company’s disclos ure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company 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.

Please contact  Eric Envall  at (202) 551 -3234  or Joseph McCann  at (202) 551 -6262  with
any questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director
Office of Financial Services II

February 3, 2015

Via E -mail
Ignacio Sanz y Arcelus
Chief Financial Officer
BBVA Banco Franc és S.A.
Reconquista 199
(C1003ABB) Buenos Aires. Republic of Argentina

Re: BBVA Banco Franc és S.A.
 Form 20-F for Fiscal Year Ended December 31, 2013
Filed  April 21, 2014
File No. 1-12568

Dear Mr. Sanz y Arcelus :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with resp ect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Christian Windsor

Christian Windsor
Special Counsel

cc:  Via E -mail
Andrés V. Gil
Davis Polk & Wardwell LLP

CORRESP
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January 20, 2015

Re:

BBVA Banco Francés S.A.

Form 20-F for the fiscal year ended December 31, 2013

Filed April 21, 2014

File No. 001-12568

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

Mr. Christian Windsor

Special Counsel

United States Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549

Dear Mr. Christian Windsor:

Thank you for your letter dated January 6, 2015, 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, 2013 (the “2013 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 April 21, 2014.

To facilitate the Staff’s review, we have reproduced the captions and numbered the comments from the Staff’s comment letter in boldface text, which we set forth in Annex A hereto.

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

§

BBVA Francés 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 Francés 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 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

Form 20-F for Fiscal Year Ended December 31, 2013

Item 4. Information on the Company, page 14

Classification System According to Central Bank Regulations, page 58

1.

We note your response to comment 2 in our letter dated September 30, 2014, regarding the term “RPC,” or “Total Regulatory Capital.” Please revise your disclosure in your next Form 20-F to explain, including a tabular presentation, the calculation of your RPC as of relevant dates. Please explain any significant variations between how RPC is calculated and the calculation of the capital measures which were displayed on page 90 of your Form 20-F for the 2013 fiscal year.

We would like to start by clarifying that the terms “RPC” (which stands for the Spanish acronym of “Responsabilidad Patrimonial Computable”), “Total Regulatory Capital” and “Total Capital”, in each case as used in the 2013 Form 20-F, are synonymous and refer to the same concept. The three of them are calculated in the same manner (as described on page 90 of our 2013 Form 20-F), and therefore, there can be no differences among them as the concept is the same.

We acknowledge your comment and in future filings we will clarify this point to avoid further misunderstanding and we will make clear that these three concepts are synonymous.

In particular, we will make the additional following amendments in our next Form 20-F:

1)

D. Risk factors – Factors Related to BBVA Francés – page 13 first paragraph

Where it reads:

 “On February 4, 2014 Central Bank issued Communication “A” 5536 limiting foreign currency positions of financial entities. This limit is fixed at a 30% of the RPC (adjusted stockholder’s equity) of each entity.”

It would read as follows:

 “On February 4, 2014 Central Bank issued Communication “A” 5536 limiting foreign currency positions of financial entities. This limit is fixed at a 30% of the RPC (“Responsabilidad Patrimonial Computable” or “Total Capital”) (See “Item 4. Information on the Company — The Argentine Banking System and its Regulatory Framework – Capital Adequacy Requirements Central Bank Rules” and “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Capital Requirements” on page [•] of the 2014 Form 20-F, which include a tabular presentation as of December 2014, 2013 and 2012, respectively) of each entity.”

2)

Item 4. Information on the Company—The Argentine Banking System and its Regulatory Framework – Capital Adequacy Requirements Central Bank Rules, page 85 second paragraph.

Where it reads:

“As of February 1, 2013, by Communication “A” 5369 of the BCRA, Minimum Capital shall be equal to Basic Net Equity plus Complementary Net Equity.”

It would read as follows:

“As of February 1, 2013, by Communication “A” 5369 of the BCRA, Minimum Capital shall be equal to Total Capital (Basic Net Equity plus Complementary Net Equity) or RPC, as per Central Banks’s denomination.”

Item 5. Operating and Financial Review and Prospects, page 106

2.

We note your response to comment 4 in our letter dated September 30, 2014. In your next Form 20-F, please clarify the extent to which the negotiated salary increases to which you refer in your response are driven by unofficial inflation measures. Also clarify how often you negotiate salary increases.

Annex A (cont.)

Salary measures are negotiated annually by umbrella organizations representing financial institutions and trade unions. These increases are not necessarily driven by unofficial inflation measures.

We acknowledge your comment and in future filings we will clarify this point in our next Form 20-F.

In particular, we propose to revise the disclosure on page 117 of our Form 20-F as follow:

Where it reads:

“The largest component of Operating Expenses in each of these years was personnel expenses, which increased by 23.75% to Ps.1,896.9 million in the fiscal year ended December 31, 2013 from Ps.1,532.8 million in the fiscal year ended December 31, 2012, which in turn increased by 28.20% from Ps.1,195.6 in the fiscal year ended December 31, 2011, principally as result of increases in salaries (which include payroll, termination payments and bonuses).”

It would read as follows:

“The largest component of Operating Expenses in each of these years was personnel expenses, which increased by 23.75% to Ps.1,896.9 million in the fiscal year ended December 31, 2013 from Ps.1,532.8 million in the fiscal year ended December 31, 2012, which in turn increased by 28.20% from Ps.1,195.6 in the fiscal year ended December 31, 2011, principally as result of increases in salaries (which include payroll, termination payments and bonuses) ), which annually vary mainly as result of the negotiation between umbrella organizations representing financial institutions and trade unions.”

3.

We note your response to comment 5 in our letter dated September 30, 2014. Given that the practice of indexation by a benchmark stabilization coefficient is unique to the context of banking in Argentina, please explain this concept further for the benefit of your U.S. investor audience. Explain why you engage in indexation to the CER. Also explain any risks or limitations of indexation to the CER, given that the Argentine Central Bank calculates the index based on variations in the Consumer Price Index, which has been subject to concerns regarding inaccuracy (as described on page 8 of your 2013 Form 20-F). Please show us your proposed revised disclosure on a draft basis.

We acknowledge your comment regarding further explanation required about CER indexation in Argentina.

For the benefit of our U.S. and other investor audience not familiar with this concept, we propose to revise the disclosure on page 112 of our Form 20-F as follows:

Where it reads:

“The components of our Financial Income are reflected in the following table.

December 31,

2013

2012

2011

(in thousands of pesos)

Interest on cash and due from banks

54

—

2

Interest on loans to the financial sector

282,006

256,597

136,903

Interest on overdraft

1,263,611

725,890

420,127

Interest on loans with privileged guarantees

765,576

524,182

318,584

Interest on credit card loans

995,086

625,692

361,658

Interest on other loans

2,998,569

2,187,274

1,455,611

Net income from government and private securities

352,223

640,547

493,185

Net income from options

—

255

404

Interest from other receivables from financial transactions

40,771

36,376

31,725

Indexation by benchmark stabilization coefficient (CER)

133,323

129,120

96,873

Other

1,412,190

588,988

499,613

Total

8,243,409

5,714,921

3,814,685

Annex A (cont.)

The increase in Financial Income during the fiscal year ended December 31, 2013 was mainly due to an increase in other financial income, interest on other loans, interest on overdraft, interest on credit card loans, interest on loans with privileged guarantees, interest on loans to the financial sector, interest from other receivables from financial transactions, indexation by benchmark stabilization coefficient (CER) and interest in cash and due from banks. These increases were partially offset by a decrease in net income from government and private securities and net income from options. This variation reflected an increase in average volume of assets and increase in nominal interest rate of interest earning assets.”

It would read as follows:

“The components of our Financial Income are reflected in the following table.

December 31,

2013

2012

2011

(in thousands of pesos)

Interest on cash and due from banks

54

—

2

Interest on loans to the financial sector

282,006

256,597

136,903

Interest on overdraft

1,263,611

725,890

420,127

Interest on loans with privileged guarantees

765,576

524,182

318,584

Interest on credit card loans

995,086

625,692

361,658

Interest on other loans

2,998,569

2,187,274

1,455,611

Net income from government and private securities

352,223

640,547

493,185

Net income from options

—

255

404

Interest from other receivables from financial transactions

40,771

36,376

31,725

Indexation to the benchmark stabilization coefficient (CER)

133,323

129,120

96,873

Other

1,412,190

588,988

499,613

Total

8,243,409

5,714,921

3,814,685

The increase in Financial Income during the fiscal year ended December 31, 2013 was mainly due to an increase in other financial income, interest on other loans, interest on overdraft, interest on credit card loans, interest on loans with privileged guarantees, interest on loans to the financial sector, interest from other receivables from financial transactions, indexation by benchmark stabilization coefficient (CER) and interest in cash and due from banks. These increases were partially offset by a decrease in net income from government and private securities and net income from options. This variation reflected an increase in average volume of assets and increase in nominal interest rate of interest earning assets.

The indexation to benchmark stabilization coefficient (Coeficiente de Estabilización de Referencia or “CER” per its acronym in Spanish) represents the recognition of the CER adjustment for loans indexed to such index. The CER is an index that reflects the change of the inflation in Argentina and is calculated based on the daily variations in the Consumer Prices Index (CPI) as determined by the National Institute of Statistics and Census (INDEC as per its acronym in Spanish). As of December 31, 2013, the Bank holds Ps.910.58 million of CER-indexed assets, which represent 1.56% of our total assets. These assets are mainly Federal Government Secured Bonds due in 2020 and a smaller amount of Federal Government Secured Loans that we received as a consequence of several swaps made since 2001 in the context of Argentina's sovereign debt restructuring process.”

Regarding potential risks and limitations of assets in our balance sheet that are subject to indexation to the CER derived from concerns about the inaccuracy of the CPI, we would like to highlight, as mentioned in the paragraph above, that CER indexed assets represent only 1.56% of our total assets and that we have not granted any CER indexed loans since we received the above mentioned government bonds and loans. Therefore, the weight of CER indexed assets in our balance sheet has been decreasing year over year and the risks and limitations in our current financial position are not material.

January 6, 2015

Via E -mail
Ignacio Sanz y Arcelus
Chief Financial Officer
BBVA Banco Franc és S.A.
Reconquista 199
(C1003ABB) Buenos Aires. Republic of Argentina

Re: BBVA Banco Franc és S.A.
 Form 20-F for Fiscal Year Ended December 31, 2013
Filed  April 21, 2014
Response dated October 31, 2014
File No. 1-12568

Dear Mr. Sanz y Arcelus :

We have reviewed your correspondence dated October 31, 2014, and we have the
following additional comments.

Form 20 -F for Fiscal Year Ended December 31, 2013

Item 4. Information on the Company, page 14

Classification System According to Central Bank Regulations, page 58

1. We note your response to comment 2 in our letter dated September 30, 2014, regarding
the term “RPC,” or “Total Regulatory Capital.”  Please revise your disclosure in your
next Form 20 -F to explain, including a tabular presentation, the calculation of your RPC
as of relevant dates.  Please explain any sign ificant variations between how RPC is
calculated and the calculation of the capital measures which were displayed on page 90 of
your Form 20 -F for the 2013 fiscal year.

Item 5. Operating and Financial Review and Prospects, page 106

2. We note your response to comment 4 in our letter dated September 30, 2014.  In your
next Form 20-F, please clarify the extent to which the negotiated salary increases to
which you refer in your response are driven by unofficial inflation measures.  Also clarify
how often you ne gotiate salary increases.

Ignacio Sanz y Arcelus
BBVA Banco Franc és S.A.
January 6, 2015
Page 2

 3. We note your response to comment 5 in our letter dated September 30, 2014.  Given that
the practice of indexation by a benchmark stabilization coefficient is unique to the
context of banking in Argentina, please explain this co ncept further for the benefit of
your U.S. investor audience.  Explain why you engage in indexation to the CER.  Also
explain any risks or limitations of indexation to the CER, given that the Argentine
Central Bank calculates the index based on variations in the Consumer Price Index,
which has been subject to concerns regarding inaccuracy (as described on page 8 of your
2013 Form 20 -F).  Please show us your proposed revised disclosure on a draft basis.

Please contact Alexandra M. Ledbetter, Staff Attorney,  at (202) 551 -3317  or me a t (202)
551-3419 with any questions.

Sincerely,

/s/ Christian Windsor

Christian Windsor
Special Counsel

cc:  Via E -mail
Andrés V. Gil
Davis Polk & Wardwell LLP

CORRESP
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October 31, 2014

Re:

BBVA Banco Francés S.A.

Form 20-F for the fiscal year ended December 31, 2013

Filed April 21, 2014

File No. 001-12568

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

Mr. Christian Windsor

Special Counsel

United States Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549

Dear Mr. Christian Windsor:

Thank you for your letter dated September 30, 2014, 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, 2013 (the “2013 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 April 21, 2014.

To facilitate the Staff’s review, we have reproduced the captions and numbered the 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 Francés 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 Francés 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 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

Form 20-F for the Fiscal Year Ended December 31, 2013

Item 3. Key Information, page 3

D. Risk Factors, page 7

As a consequence of the social security reform…, page 14

1.

Refer to the following sentence on page 14: “During 2013, 13 legal labor actions were filed against AFJP claiming differences in severance payment amounts.” Please revise your future filings to describe these claims in greater detail. Explain the reference to “differences in severance payment amounts” and provide greater detail on the potential exposure to BBVA Francés from the labor actions.

We acknowledge your comment and in future filings we will describe in more detail the labor claims filed by former employees of AFJP against AFJP, challenging the amounts paid as severance payments after the termination of their employment relationship with AFJP. It should be mentioned that the differences claimed in these 13 claims are immaterial.

AFJP is currently in process of liquidation. If AFJP were to have insufficient funds to cancel all of its debt obligations and culminate the liquidation process, AFJP’s creditors could have in certain circumstances recourse to BBVA Francés as BBVA Francés currently holds a 53.89% equity interest in AFJP.

As mentioned in footnotes 3.4.17 and 3.4.21 to the financial statements as of and for the year ended December 31, 2013 the Bank recognized the allowances for such claims where it is probable that a liability had been incurred at the date of such financial statements.

Item 4. Information on the Company, page 14

Classification System According to Central Bank Regulations, page 58

2.

Please revise your future filings to explain more clearly the borrower classification “Irrecoverable for Technical Decision.” Please address the following:

·

Explain paragraph 6(b): A consumer loan is classified as “Irrecoverable for Technical Decision” if the borrower is a foreign borrower which is not classified as ‘investment grade’ … except for certain types of borrowers described in the ensuing bullet points. Explain the exceptions. What is the classification of the borrowers meeting the exceptions?

We acknowledge your comment and in future filings we will clarify the exceptions and the classification of the foreign borrower meeting the exceptions as follows:

The exceptions regarding the foreign borrower which is not classified as “investment grade” in order not to be considered as “Irrecoverable Technical Decision” are:

1)

Foreign banks or other financial institutions controlling or controlled a the financial entity under the consolidated or other supervision systems approved by the Argentine Central Bank;

2)

Foreign banks or other financial institutions that only carry out the following operations:

a)

Financing that is secured by foreign banks and classified as “Investment Grade” by any of the international rating agencies recognized by the Argentine Central Bank;

b)

Financing related to the buying or selling of securities through custodian banks recognized by the Argentine Central Bank (Caja de Valores, Clearstream, Euroclear or The Depository Trust Company), arising from the usual business practices in the market in which they are conducted;

1

Annex A (cont.)

c)

Financing related to foreign trade transactions entailing swaps of dollars and domestic government bonds at market price, with sufficient margins, involving custodians recognized by the Argentine Central Bank;

d)

Financing carried out by foreign banks or financial institutions subject to the consolidated supervision system which controls local financial institutions organized as corporations (sociedades anónimas); and

e)

Financial assistance provided through foreign subsidiaries or branches of local financial institutions under the consolidated supervision system, to the extent such financial assistance is not funded directly or indirectly by local financial institutions.

The foreign borrowers falling into any of the exceptions described above will be classified under any of the five categories above (i.e. normal, low risk, medium risk, high risk, or irrecoverable).

·

Explain the term “RPC,” provide an English translation, and explain how your RPC is calculated.

We acknowledge your comment and in future filings we will explain the concept and include the English translation. The  term “RPC”, as per its acronym in Spanish, means “Total Regulatory Capital” (Responsabilidad Patrimonial Computable).

For further information about how our Total Regulatory Capital is calculated, see “Item 4. Information on the Company – The Argentine Banking System and its Regulatory Framework – Capital Adequacy Requirements – Central Bank Rules” on page 85 of the 2013 Form 20-F

and “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Capital Requirements” on page 126 of the 2013 Form 20-F.

Item 5. Operating and Financial Review and Prospects, page 106

3.

On page 9, in the Risk Factors section, you discuss the possibility of a default by Argentina on its debt as a result of litigation by bondholders who had not participated in the 2005 and 2012 exchanges. We note that since the filing of your 20-F, Argentina has been unable to make payments on its debt and so is reportedly in default on its debt. Please revise this section to discuss the impact of the reported default and the foreign exchange controls imposed by the Argentine government on your financial condition, operations, liquidity and results.

We acknowledge your comment and in future filings we will explain the impact of the reported default and the foreign exchange controls imposed by the Argentine government on our financial condition, operations, liquidity and results.

It should be mentioned that until this date, BBVA Francés has not suffered any adverse effect in its financial condition, operations, liquidity and results as result of the reported default and foreign controls imposed by the Argentine government. We do not currently expect that Argentina’s default on its debt and foreign exchange controls imposed by the Argentine government will have a material adverse effect on any financial condition, operations, liquidity or results.

4.

We note your risk-factor disclosure on page 8 regarding the reported inaccuracy of certain statistical data published by the Argentine government, including with respect to inflation and gross domestic product. Please revise your future filings to address how your management has adapted its business planning in response to the discrepancies between the official data and private estimates. Clarify the extent to which you rely on the official data.

We acknowledge your comment and in future filings we will address how our management has adapted the business planning in response to the discrepancies between the official data and private estimates of certain statistical data published by the Argentine government.

2

Annex A (cont.)

We do not rely only on official data regarding affected salary increases nor on the effect of the dollar peso exchange rate on our expenses. For business planning responses regarding salary increases we rely on salary increases as agreed by the Argentine banking labor union, business chambers, and the Argentine government. With respect to the variations of costs and expenses of services affected by the dollar peso exchange rate, our estimates are the result of agreements with services providers, taking into consideration official data and salary increases.

5.

Please revise your future filings to explain the phrase “indexation by benchmark stabilization coefficient,” as first used on page 112.

We acknowledge your comment and in future filings we will explain such phrase.

The increase in financial income is due to the reasons explained in such paragraph on page 112, including the accrual of the CER adjustment for loans indexed through such index.

The Reference Stabilization Coefficient or CER (Coeficiente de Estabilización de Referencia) is an index that reflects the movement of inflation in Argentina. The index is determined on a daily basis by the Argentine Central Bank. Since the first quarter of 2013 it uses as a basis for calculating the variations in the Index of Consumer Prices (“CPI NU”, the former “CPI”) which, in turn, is determined by the National Institute of Statistics and Census. The Argentine Central Bank allows financial institutions to originate loans and receive deposits indexed to the CER.

3

CORRESP
1
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New York

Menlo Park

Washington DC

São Paulo

London

Paris

Madrid

Tokyo

Beijing

Hong Kong

Andrés V. Gil

Davis Polk & Wardwell LLP

121, avenue des Champs-Elysées

75008 Paris

212-450-4779 tel

212-701-5779 fax

andres.gil@davispolk.com

October 16, 2014

Re:

BBVA Banco Francés S.A.

Form 20-F for the fiscal year ended December 31, 2013

Filed April 21, 2014

File No. 001-12568

VIA EDGAR SUBMISSION

Mr. Christian Windsor

Special Counsel

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 4561

Washington, D.C. 20549

Dear Mr. Windsor:

Reference is made to your letter dated September 30, 2014 (the “Comments Letter”), 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, 2013 of BBVA Banco Francés S.A. (the “Company”) which was filed with the Commission on April 21, 2014.

On behalf of the Company, we hereby advise that our client is preparing the requested responses. While these responses will, as requested by the Staff, be reflected in future filings, the Company currently expects to provide the Staff with its responses on or about October 31, 2014.

Very truly yours,

/s/ Andrés V. Gil

Andrés V. Gil

cc:

Alexandra Ledbetter
Ignacio Sanz y Arcelus

CORRESP
1
filename1.htm

New York

Menlo Park

Washington DC

São Paulo

London

Paris

Madrid

Tokyo

Beijing

Hong Kong

Andrés V. Gil

Davis Polk & Wardwell LLP

121, avenue des Champs-Elysées

75008 Paris

01 56 59 36 30 tel

01 56 59 37 30 fax

andres.gil@davispolk.com

8 October 2014

Re:

BBVA Banco Francés S.A. Form 20-F for Fiscal year ended December 31, 2013 filed April 21, 2014, File no. 1-12568

Mr. Christian Windsor

Special Counsel

US Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Mr. Windsor:

On behalf of our client, BBVA Banco Francés S.A. we acknowledge receipt of the Staff’s comment letter dated September 30, 2014, regarding the above-captioned filing.

As requested in the Staff’s comments and clarified telephonically, BBVA Banco Francés S.A. will respond to the Staff’s comments by revising its future Form 20-F filing accordingly.

Sincerely,

/s/ Andrés V. Gil

Andrés V. Gil

cc:

Alexandra M. Ledbetter, Staff Attorney
Ignacio Sanz y Arcelus, CFO

September 30, 2014

Via E -mail
Ignacio Sanz y Arcelus
Chief Financial Officer
BBVA Banco Franc és S.A.
Reconquista 199
(C1003ABB) Buenos Aires. Republic of Argentina

Re: BBVA Banco Franc és S.A.
 Form 20-F for Fiscal Year Ended December 31, 2013
Filed  April 21, 2014
File No. 1-12568

Dear Mr. Sanz y Arcelus :

We have reviewed your filing an d 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.   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 reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

Form 20 -F for Fiscal Year Ended December 31, 2013

Item 3. Key Information, page 3

D. Risk Factors, page 7

As a consequence of the social security reform…, page 14

1. Refer to the following sentence on page 14: “ During 2013, 13 legal labor actions were
filed against AFJP claiming differences in severance payment amounts. ”  Please revise
your future filings to describe these claims in greater detail.  Explain the reference to
“differences in severance payment amount s” and provide greater detail on the potential
exposure to BBVA Francés from the labor actions.

Ignacio Sanz y Arcelus
BBVA Banco Franc és S.A.
September 30, 2014
Page 2

 Item 4. Information on the Company, page 14

Classification System According to Central Bank Regulations, page 58

2. Please revise your future filings to explain more clearly the borrower classification
“Irrecover able for Technical Decision.”  Please a ddress the following:

 Explain paragraph 6(b): A consumer loan is classified as “ Irreco verable for Technical
Decision” if the borrower is a foreign borrower which is not classified as ‘investment
grade’ … except  for certain types of borrowers described in the ensuing bullet points.
Explain the exceptions.  What is the classification of the borrowers meeting the
exceptions?
 Explain the term “RPC ,” provide an English translation , and explain how your RPC is
calculated .

Item 5. Operating and Financial Review and Prospects, page 106

3. On page 9, in the Risk Factors section , you discuss the p ossibility of a default by
Argentina on its debt as a result of litigation by bondholders who had not participated in
the 2005 and 2012 exchanges.  We note that since the filing of your 20 -F, Argentina has
been unable to make  payments on its debt and so is repor tedly  in default  on its debt .
Please revise this section to discuss the impact of the reported default and the foreign
exchange controls imposed by the Argentine government on your financial condition,
operations, liquidity and results.

4. We note your risk -factor d isclosure on page 8 regarding the reported inaccuracy of
certain statistical data published by the Argentine government, including with respect to
inflation and gross domestic product.  Please revise your future filings to address how
your management has a dapted its business planning in response to the discrepancies
between the official data and private estimates.  Clarify the extent to which you rely on
the official data.

5. Please revise your future filings to explain the phrase “indexation by benchmark
stabilization coefficient,” as first used on page 112.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and al l applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Ignacio Sanz y Arcelus
BBVA Banco Franc és S.A.
September 30, 2014
Page 3

  In responding to our  comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure in response to staff comments do not
forec lose the Commission from taking any action with respect to the filing; and
 the company 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.

Please contact Alexandra M. Ledbetter, Staff Attorney, at (202) 551 -3317  or me a t (202)
551-3419 with any questions.

Sincerely,

/s/ Christian Windsor

Christian Windsor
Special Counsel

cc:  Andrés V. Gil
Davis Polk & Wardwell LLP

April 16, 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
  File No. 001 -12568

Dear Mr.  Sanz y Arcelus :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing  include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

      Sincerely,

      /s/ Hugh West

      Hugh West
        Accounting Branch Chief

CORRESP
1
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April 5, 2013

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

Mr. Hugh West

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549

Dear Mr. Hugh West:

Thank you for your letter dated March 8, 2013, 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 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 response to our prior comments in your future Forms 20-F filed with the Commission.

We confirm that the information provided in our response to your prior comments will be included in our 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, 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 factored into the determination of the allowance for credit losses.

In future versions of Note 21 to the Consolidated Financial Statements included in Form 20-F we will include all disclosures required by ASC 310-10-50-33 and 50-34, including the financial effects of restructurings programs and the effects of such restructurings of loans in our determination of the allowances for credit losses, both in the case of duly repaid credits and non-performing credits.

We include below a table of loans which were restructered during the years 2011 and 2012. The table shows the number of restructured loans by portfolio segment, their outstanding amounts and their corresponding allowance for credit losses (i) at the time the restructuring was effected, (ii) one month before the restructuring, (iii) twelve months before the restructuring, and (iv) twelve months after the restructuring. It also includes the variation in the amount of allowances for credit losses between such periods.

Even when the information is at December 31, 2012, the loans which were restructured during the last months of the year have been outstanding less than 12 months and therefore the information shows partial values.

It is possible to observe in the table the variation of the allowances for credit losses during 2011 and 2012, which was similar in both years, and the positive impact of the restructuring. In particular, the table shows how the amount of allowances for credit losses decreased as the level of restructured loans increased.

2

Annex A (cont.)

2011

2012

-12 months

-12 months

Q

Outstanding amount

Allowance

Q

Outstanding amount

Allowance

Restructured loans

Restructured loans

Consumer

4,038

32,630

2,503

Consumer

5,221

60,783

1,838

Commercial

—

—

—

Commercial

2

5,766

72

4,038

32,630

2,503

5,223

66,549

1,910

-1 months

-1 months

Q

Outstanding amount

Allowance

Q

Outstanding amount

Allowance

Restructured loans

Restructured loans

Consumer

4,038

42,006

23,135

Consumer

5,221

86,448

34,918

Commercial

—

—

—

Commercial

2

6,652

592

4,038

42,006

23,135

5,223

93,100

35,510

Current month

Current month

Q

Outstanding amount

Allowance

Q

Outstanding amount

Allowance

Restructured loans

Restructured loans

Consumer

4,038

42,089

20,213

Consumer

5,221

85,555

31,294

Commercial

—

—

—

Commercial

2

3,848

38

4,038

42,089

20,213

5,223

89,413

31,332

+12 months

+12 months

Q

Outstanding amount

Allowance

Q

Outstanding amount

Allowance

Restructured loans

Restructured loans

Consumer

4,038

21,557

2,387

Consumer

5,221

72,243

16,606

Commercial

—

—

—

Commercial

2

3,471

99

4,038

21,557

2,387

5,223

75,714

16,705

Variation -12 months vs Current month

707.4
%

Variation -12 months vs Current month

1,540.1
%

Variation -1 months vs Current month

(12.6
)%

Variation -1 months vs Current month

(11.8
)%

Variation +12 months vs Current month

(88.2
)%

Variation +12 months vs Current month

(46.7
)%

During 2011, no loan was restructured in our commercial segment. In 2012 there were only two restructuring transactions affecting debtors whose financial situation had deteriorated. In one case additional guarantees of the loan were provided as part of the restructuring; in the other case, the existing guarantees were maintained. At the time this response is given, none of these debtors are in default of their payment obligations.

As for the retail segment, all the restructuring transactions effected during 2012 and 2011 had the following characteristics: (i) the debtor had paid, at a minimum, one installment in advance in order to qualify to the restructuring of its debt; (ii) we made sure before the restructuring that the debtor’s monthly payment capacity would be able to absorb the new monthly paying obligation resulting from the restructuring; (iii) the guarantees in force were in all cases maintained or, in the case of loans without guarantees, the execution capacity for the loan was improved; and (iv) all the restructurings currently in force are arranged in consecutive monthly payments, with a minimum of six months and a maximum of 60 months.

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?

Correct. One way by which a borrower may improve his situation is by making a greater number of payments. That is what we mean by “accumulating a greater number of installments”.

3

Another way a borrower may improve his situation is by increasing his percentage of cancellation, discussed below.

·

Your definition of “quotas” as used within the table provided. For example, do quotas represent payments?

Correct. “Quotas” represent payments.

·

How a borrower cancels a certain percentage of their refinanced principal 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?

Correct. In order for a borrower to improve his situation by cancelling a certain percentage of his refinanced principal obligations, he must make a payment.

We acknowledge your comments and we take note of your suggestions to be included in our future Forms 20-F filed with the Commission.

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 your 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 reduced these 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 behavior of your credit portfolio changed in a way that caused you to reduce the allowance percentages.

We reduced our allowance percentages during 2011 because of the higher quality of our credit portfolio during the year. The higher quality of our credit portfolio resulted in an improvement of our expected loss prospects, which resulted, in turn, such percentual decrease. The graphics below show how historically there is usually a reduction of expected losses, both in consumer and commercial portfolios, in a favorable economic scenario such as the period from 2009 and 2011 in Argentina. On the contrary, in years of economic stress, the trend is for the expected loss prospects to increase. This explains why we decided to reduce our allowance percentages during the 2011 fiscal year.

4

Annex A (cont.)

We acknowledge your comment and we take note of your suggestions to be included in our future Forms 20-F filed with the Commission.

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.

In our response to prior comment 15, we tried to explain that the variation (decrease) in our non-performing loans classified as “Others” on page 63 of the 2011 Form 20-F was due to the implementation of certain improvements that allowed us to identify each debtor’s economic activities and therefore classify his or her non-performing loan within the relevant economic activity (i.e., agricultural and livestock, beverage, chemicals, etc.). Starting in 2011 we developed a technological application that allows us to obtain the economic activity of our clients from more complete and comprehensive data basis. Prior to that, the economic activities of certain clients were classified as “Others” because they did not have an specified economic activity assigned to them in the relevant databases.

By identifying each debtor’s economic activities and classifying them in a more precise way, the number of our non-performing loans classified as “Others” decreased during 2011 in the same proportion that the non-performing loans within the remaining activities increased. There was no material decrease in the overall amount of non-performing loans during the year, which remained stable, because the decrease in the amount of non-performing loans previously classified as “Others” was offset by an increase in the non-performing loans classified as different activities. The only difference between the procedures in place during 2011 and 2010 to ensure that the appropriate level of non-performing loans was considered in determining the allowance for loan losses was the ability to identify the debtor’s economic activity and thus better classify its debt by activity sectors. The improvement, however, did not result in any material decrease in the amount of non-performing loans but in a different classification of them by activities.

6.

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

·

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.

Since we think this question is ultimately related to the next one, we have addressed both questions together below.

5

·

Provide disclosure in future filings that addresses the key factors you considered in determining that your live portfolio was of high quality in fiscal years 2010 and 2011.

The lower volume of charge-offs in 2011 was due to an improvement in the quality of our credit portfolio during the years 2010 and 2011 which resulted in better severity ratios and lower volumes of delinquent debtors. This in turn led to a reduction in the volume of irrecoverable loans during the year 2011 and therefore in an attenuated fall in the volume of charge-offs.

Our charge-offs policy did not change during 2011. We expressed ourselves incorrectly in our response to your initial comments. Our charge-off policy remained at 270 days during that year.

We acknowledge your comment and we will include this paragraph in our future Forms 20-F filed with the Commission.

·

Confirm that you will correct your presentation of the additional Ps. 48,247,000 in consumer charge-offs in future filings.

We confirm that we will correct our presentation 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.

We acknowledge your comment and in future filings we will include the following disclosure:

Significant changes in financial condition

Our exposure to Goverment and Private Securities decreased during 2011 mainly due to the sale of Consolidar Cía. de Retiro in June 2011, a subsidiary that held a portfolio of Federal Government Bonds, Treasury Notes and BCRA Bills and Notes amounting to Ps.1.956 million at December 2010.

During 2011 we experienced an increase in our loan portfolio mainly because of the expansion in the retail segment (credit cards financings, personal loans and car loans) and the middle market segment (PYMES) driven by discounted notes and medium term financings –leasing and other loans. The “Préstamo Simple” personal loan campaigned allowed the sales channels reach a record in consumer loans, increasing the portfolio by more than 50% during the year.

Our amount of ot

CORRESP
1
filename1.htm

March 20, 2012

VIA EDGAR SUBMISSION

Mr. Hugh West

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

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

Washington, D.C. 20549

U.S.A.

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. West:

On behalf of BBVA Banco Frances S.A. (“BBVA Francés” or the “Bank”), we acknowledge receipt by the Bank of the letter dated March 8, 2013 (the “Comment Letter”) of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission regarding the above referenced Annual Report on Form 20-F.

BBVA Francés is working to respond to the Comment Letter. However, given current press of business and local holidays, the Bank has advised us that it will require additional time to consider and respond to the Staff’s comments. Accordingly, on behalf of BBVA Francés, we respectfully request an extension of time to respond to the Comment Letter to April 5, 2013.

We are grateful for the Staff’s accommodation in this matter. Please do not hesitate to call me at (212) 450-4779 with any questions you may have regarding the Bank’s proposed timetable for responding to the Comment Letter.

Very truly yours,

/s/ Andrés V. Gil

Andrés V. Gil

cc: Eduardo Gonzalez Correas

      Rocio Carreras

      Denise Leynaud

BBVA BBVA Francés S.A.

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

CORRESP
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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).

-1-

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.

-2-

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.

-3-

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

-4-

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

CORRESP
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October 10, 2012

VIA EDGAR SUBMISSION

Ms. Suzanne Hayes

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

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

Washington, D.C. 20549

U.S.A.

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 Ms. Hayes:

On behalf of BBVA Banco Frances S.A. (“BBVA Francés” or the “Bank”), we acknowledge receipt by the Bank of the letter dated September 28, 2012 (the “Comment Letter”) of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission regarding the above referenced Annual Report on Form 20-F.

BBVA Francés is working to respond to the Comment Letter. However, the Bank has advised us that it will require additional time to consider and respond to the Staff’s comments. Accordingly, on behalf of BBVA Francés, we respectfully request an extension of time to respond to the Comment Letter to November 15, 2012.

We are grateful for the Staff’s accommodation in this matter. Please do not hesitate to call me at (212) 450-4779 with any questions you may have regarding the Bank’s proposed timetable for responding to the Comment Letter.

Very truly yours,

/s/ Andrés V. Gil

Andrés V. Gil

cc: Eduardo Gonzalez Correas

      Rocio Carreras

      Denise Leynaud

BBVA BBVA Francés S.A.

      Laura Crotty

Securities and Exchange Commission

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
        March 16, 2009
By U.S. Mail and Facsimile to: (212) 450-3779

Martin Ezequiel Zarich 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, 2007
 Filed March 31, 2008
File No. 001-12568

Dear Mr. Zarich:

We have completed our review of your Form 20-F and have no further comments at this
time.

Sincerely,

Michael R. Clampitt Staff Attorney
cc: Andrés V. Gil
Davis Polk & Wardwell
(By facsimile)

CORRESP
1
filename1.htm

      March 12,
2009

      VIA EDGAR SUBMISSION AND
FACSIMILE

      Mr.
Michael R. Clampitt

      Staff
Attorney

      Securities
and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E.

      Washington,
D.C. 20549

                  Re:

                  BBVA
      Banco Frances S.A.

                Form
      20-F for the year ended December 31,
2007

                Filed
      March 31, 2007

                File
      No. 001-12568

      Dear Mr.
Clampitt:

      By letter dated February 26, 2009, you
provided comments on behalf of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) with respect to the Company’s annual report
on Form 20-F for the fiscal year ended December 31, 2007 (“Form 20-F”). In
response to your comments and on behalf of the Company, we have duly noted those
comments as indicated below. The text set forth in bold-faced type, immediately
following each paragraph number, is a verbatim reproduction of the comments
included in your letter and appears in the order set forth therein.

      BBVA
Banco Francés S.A. Form 20-F for the year ended December 31, 2007

      Item 7 Major Shareholders
and Related Party Transactions

      Related Party
Transactions

                1.

                We
      note that the company has not identified the names of the key management
      personnel included in the related party transactions table on page
      134.  In future filings,
please

                      Mr.
      Michael R. Clampitt

                      U.S.
      Securities and Exchange Commission

                      March
      12, 2009

                    identify
      the director, senior management member or other related party required to
      be described by Item 7.B of Form 20-F who received the loan. In the
      alternative, please confirm that the company will comply with
      Instruction  2 or 3 to Item 7.B of Form 20-F, if
      applicable.

      Response:

      We duly note the Staff’s comment and we
confirm that the company will comply with Instruction 2 to Item 7.B of Form
20-F, as applicable.  To this effect  the following text
will be added as a reference to the table captioned “Transactions Between
Related Parties”:

      Key
Management Personnel (*)

      (*)
includes directors, senior managers, members of the audit committee and managers
with relevant authority.

      The
transactions included in this section (a) were made in the ordinary course of
business, (b) were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and (c) did not involve more than the normal
risk of collectability or present other unfavorable features.

      Exhibit 12.1 and
12.2

      Section
302—Certifications

                2.

                We
      note that paragraphs 2, 3, 4 and 5 of your certifications included as
      Exhibit 12.1 and 12.2 to the Form 20-F contain modifications of the exact
      form of certification as set forth in the instructions to the exhibits in
      Form 20-F.  For example, the certifications include a reference
      to the “Annual Report” rather than referring only to the “report” and use
      the word “registrant” instead of “company”.  In future filings,
      please ensure that the certifications are in the exact form as set forth
      in the instructions to the exhibits in Form 20-F, except
  as

          2

                    Mr.
      Michael R. Clampitt

                    U.S.
      Securities and Exchange Commission

                    March
      12, 2009

                    otherwise
      indicated in Commission statements or staff
    interpretations.

      Response:

      We duly note the Staff’s
comment.

      * * *
*

      In addition, as requested, the company
acknowledges that:

                ·

                the
      company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

                ·

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

                ·

                the
      company 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.

      If you have any questions regarding
this matter, please feel free to call me at 011-54-11-4341-5083 or Andrés V. Gil
of Davis Polk & Wardwell, our U.S. legal counsel, at
212-450-4779.

                Yours sincerely,

              /s/
      Martin Ezequiel Zarich

                Martin Ezequiel Zarich

                Chief Financial Officer

                BBVA
      Banco Frances S.A.

                cc

                Mr.
      Andrés V. Gil, Esquire, Davis Polk &
  Wardwell.

      3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4561
February 26, 2009

By U.S. Mail and Facsimile to: (212) 450-3779

Martin Ezequiel Zarich 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, 2007
 File No. 001-12568

Dear Mr. Zarich:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 20-F for the Fiscal Year Ended December 31, 2007

 Item 7.  Major Shareholders and Related Party Transactions

 Related Party Transactions, page 132

 1. We note that the company has not identif ied the names of the key management
personnel included in the rela ted party transactions tabl e on page 134.  In future
filings, please identify the director, senior management  member or other related

Martin Ezequiel Zarich
BBVA Banco Frances S.A. February 26, 2009 Page 2

party required to be described by Item 7.B  of Form 20-F who received the loan.
In the alternative, please confirm that th e company will comply with Instruction 2
or 3 to Item 7.B of Form 20-F, if applicable.

Exhibits 12.1 and 12.2

Section 302 Certifications
 2. We note that paragraphs 2, 3, 4 and 5 of your certifications included as Exhibits
12.1 and 12.2 to the Form 20-F contain modifications of the exact form of certification as set forth in the instructi ons to the exhibits in Form 20-F.  For
example, the certifications include a refe rence to the “Annual Report” rather than
referring only to the “report”  and use the word “registran t” instead of “company”.
In future filings, please ensure that the cer tifications are in the exact form as set
forth in the instructions to the exhibi ts in Form 20-F, except as otherwise
indicated in Commission statemen ts or staff interpretations.
 Closing Comments

 As appropriate, please amend your filings and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the

Martin Ezequiel Zarich
BBVA Banco Frances S.A. February 26, 2009 Page 3

United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  Please contact Justin Dobbie at (202)  551-3469 or me at (202) 551-3434 with any
questions.
Sincerely,

Michael R. Clampitt Staff Attorney
cc: Andres V. Gil
Davis Polk & Wardwell
(By facsimile)

September 24, 2007

Mail Stop 4561

By U.S. Mail and facsimile to 54-11-4346-4320

Mr. Martin Ezequiel Zarich.  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, 2006  File No. 001-12568

 Dear Mr. Zarich:
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise the above referenced document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may also ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any ot her aspect of our review.  Feel free to call
us at the telephone numbers listed at the end of this letter.

Mr. Ezequiel Zarich
BBVA Banco Frances S.A.
September 24, 2007 Page 2 of 9  Form 20-F for the fiscal year ended December 31, 2006

Note 17, Summary of  significant differences between the Argentine Central Bank Rules and
United States Generally Accepted Accounting Principles, page F-51
 Note 17.1, Income Taxes, page F-51

1. We refer to the Deferred taxes line item in the Argentine Banking GAAP to US GAAP
reconciliation in Note 17.24 on page F-65 for reductions to US GAAP Net Income of 360.391 million pesos in 2006; 347.458 million pesos in 2005 and (4.526) million pesos in 2004, equal to 37%; 21% and 0.5% of US GAAP net income for each year, respectively.  Please tell us and explain in future filings in the summary table on page  F-51 of Note 17.1:
• The nature and amount of the Initial adjustments to net deferred tax assets  of 104.431
million pesos in 2006; 77.258 million pesos in 2005 and (218.641) million pesos in
2004 which account for 29%, 22% and 483%, respectively of the adjustment for deferred taxes for each year respectively.

• How these initial adjustments are treated under SFAS 109 for purposes of determining the deferred tax valuation allowance under US GAAP.
 2. We refer to the Allowances on deferred tax assets line item in the Argentine Banking
GAAP to US GAAP reconciliation in Note 17.24 on page F-65 which increases US GAAP Net Income through a recovery of the valuation allowance for 325.939 million pesos in 2006; 366.801million pesos in 2005 and 509.158 million pesos in 2004, equal to 33%, 22% and 36% of US GAAP net income for each year, respectively.  Please tell us and in future filings revise the summary table on page F-51 of Note 17.1 to provide the following information:

• State the amount of Income before income tax in accordance with US GAAP  for
2006, 2005 and 2004 that was used to determine the Income tax (benefit) provision
computed at statutory rate  in accordance with US GAAP for each of the three fiscal
years.

• Reconcile the amount of Income tax computed in accordance with BCRA rules in the
summary table on page F-51 of 23.000 million pesos for 2006; (242.000) million
pesos for 2005 and 67.497 million pesos for 2004 with the Income tax and tax on
minimum presume income (loss) of 71.680 million pesos for 2006; 18.712 million pesos for 2005 and 77.099 million pesos for 2004 in the Consolidated Statement of Operations prepared in accordance with Argentine Banking GAAP on page F-9.

Mr. Ezequiel Zarich
BBVA Banco Frances S.A.
September 24, 2007 Page 3 of 9
• Reconcile the Income tax computed in accordance with US GAAP  which appears in
the summary table on page F-52 of 487.822 million pesos; 182.716 million pesos and 281.622 million pesos for 2006, 2005 and 2004, respectively with the Income tax line item in the consolidated statement of operations under US GAAP in Note 17.25 on page F-66 of 455.071 million pesos; 124.170 million pesos and 72.573 million pesos for 2006, 2005 and 2004, respectively.

3. We refer to the second paragraph on page F-52 which states that as a result of a favorable
evolution  in the Argentine economy during the three-year period ended December 31,
2006 the Company assessed all available evidence to determine the amount of the deferred tax valuation allowance and as a result they reversed the valuation allowance for 479.934 million pesos; 805.873 million pesos and 1,172.674 million pesos for 2006, 2005 and 2004, respectively. Considering these reversals of the allowance are 35%; 47% and 66% of the deferred tax assets for each year, respectively, please tell us and provide us with the analysis of the positive and negative evidence you performed under paragraph 25 of SFAS 109 to conclude that it is more likely than not  that the deferred tax assets will
be realized.   Consider in your response how you assessed the following negative evidence under paragraph 23 of SFAS 109:

• Total consolidated income under US GAAP for 2006 was 977.743 million pesos as compared to 1,634.612 million pesos for 2005, equal to a 656.869 million pesos or 40% decrease as compared to 2005.  Refer to the consolidated statement of operations under US GAAP in Note 17.25 on page F-66.

• The Company had as of December 31, 2006 holdings of public sector debt totaling 7
billion pesos including recently restructured debt, equal to 39% of its assets under Argentine GAAP, which could have a material effect on the Company’s financial condition if the federal or provincial governments fail to meet their obligations.  Refer to the first risk factor on page 11.

• The Company is among the banks in Argentina with the highest volume of asset and
liabilities with mismatched terms and interest rates derived from the asymmetric conversion of foreign currency assets and liabilities into pesos, with a Ps 2.5 billion long CER position as of December 31, 2006, which could have an adverse effect if interest rates increase significantly. Refer to the second risk factor on page 11.

Mr. Ezequiel Zarich
BBVA Banco Frances S.A.
September 24, 2007 Page 4 of 9   Note 17.4.3, Federal Government Secured Loans, page F-56

 4. We refer to the Federal Government Loans line item in the Argentine Banking GAAP to
US GAAP reconciliation of net income and stockholders equity on page F-65 that increases US GAAP net income by 350.286 million pesos in 2006, 912.300 million pesos in 2005 and 183.692 million pesos in 2004, equal to 36%, 56% and 13% of US GAAP net income for these respective periods.  We also refer to related disclosure in Note 17.18, “Transfers and servicing of financial assets and extinguishment of liabilities”.   Please provide us with a detailed explanation of how in 2001 you accounted for under Argentine Banking GAAP and US GAAP, the swap of a portion of your holdings in
federal government securities and loans to the federal government with a face value of US$3.292 billion for Guaranteed Loans totaling US$3.360 billion during fiscal year 2001.    Please provide the following information:

• State the nature and terms of the securities held and the principal amount, interest rate and repayment terms of the loans that were collectively swapped.

• Describe the terms of the guaranteed loans that were received, including the nature,
extent and value of the guarantee on the loans received.

• Describe how you determined the fair value of the securities and debt instruments
involved in the swap under US GAAP, including your source for the quoted market values and exchanges these debt instruments were traded on.

• Discuss how you determined the gain or loss under US GAAP on the securities/loan
for guaranteed debt swaps transaction, citing the specific authoritative US sources of GAAP you relied on.

• In addition to the losses recorded for SFAS 115 other-than-temporary impairments on
securities held please tell us how you determined the gain or loss on the restructuring of your loan portfolio based on the swap of your loans held for guaranteed loans.  Consider in your response the requirements of SFAS 15 with respect to accounting for troubled debt restructurings.

• Explain how these securities/loan for guaranteed loan swaps that occurred in 2001 have impacted the Argentine Banking GAAP to US GAAP reconciliation for the three-year period ended December 31, 2006.

Mr. Ezequiel Zarich
BBVA Banco Frances S.A.
September 24, 2007 Page 5 of 9  5. With respect to the subsequent accounting for these securities/loans to guaranteed loan swaps during the three-year period ended December 31, 2006 please tell us the following:

• Tell us why the values of the US$ denominated Guaranteed Loans received in the 2001 swap  were calculated starting in 2004 as converted into pesos and discuss any resulting gain or loss on foreign exchange conversion under US GAAP.

• Discuss in detail how you accounted for the interest accretion on these restructured
secured loans during the three-year period ended December 31, 2006 under Argentine and US GAAP.

• Explain how the 2004 income statement was affected by the allowance recovery
recorded under BCRA rules (loss) and how this allowance recovery affected the
Argentine to US GAAP reconciliation.

• Discuss in detail the timing, nature and amount of the sale of an  important part  of the
stock of these assets transactions that occurred during 2005 and 2006 which resulted
in revenues that ended at market values significantly higher than under US GAAP.

• Discuss how revenue and gain recognition was determined under US GAAP and
describe the specific US GAAP accounting literature you relied on to record any revenue and gain on the sale of these assets.

• State if these sales were on a non-recourse, limited or full recourse basis and disclose
the amount of any recourse liabilities recorded under SFAS 140, if any.

• Explain in detail how the above transactions have resulted in reductions to US GAAP
stockholders’ equity of 559.214 million pesos in 2006, 909.500 million pesos in 2005 and 1,821.800 million pesos in 2004, equal to 46%, 370% and 137% for each year respectively.
 6. Provide similar disclosure regarding how you accounted for under Argentine Banking GAAP and US GAAP the swaps in April and August of 2004 of Secured Bonds due in 2018 for Government Bonds which resulted in a decrease in net income under US GAAP for 2004 of 104.337 million pesos for the April transaction and an increase of 107.955 million pesos for the August transaction.    Please also:

• Cite in your response the specific US GAAP authoritative guidance that you used to record these transactions.

• Refer to Note 17.18, Transfers and servicing of  financial assets and extinguishment of
liabilities, page F-63.

Mr. Ezequiel Zarich
BBVA Banco Frances S.A.
September 24, 2007 Page 6 of 9  Note 17.4.4, Loans – Non-Financial Provincial G overnmental Sector and other government
sector agencies, page F-56
 7. We refer to the Provincial Government loans  line item in the Argentine Banking GAAP
to US GAAP reconciliation on page F-65 for 149.012 million pesos in 2006; 26.298 million pesos in 2005 and 153.298 million pesos in 2004.  Please tell us the following information:

• Provide a chronology of the events that led to the default on the public debt and the rescheduling of the Federal Government’s debt and quantify how this rescheduling affected the Company’s valuation of the Company’s Provincial Government loan portfolio.  Refer to Risk Factors on page 11.

• Describe the specific terms of the swap of 812.165 million pesos of Provincial
Development Trust Fund Corporate Bonds for the BOGAR 2020 in 2003, how they were valued and how the gain or loss on the swap was determined in accordance with Argentine and US GAAP.    Cite the specific authoritative US GAAP accounting guidance you relied on to determine the valuation and the gain or loss on the restructuring swap.
 Note 15.5, Government and private valuation, page F-57

 8. We refer to the Government Securities  line item that resulted in an increase to US GAAP
net income in the Argentine Banking GAAP to US GAAP reconciliation in Note 17.24 on page F-65 for 55.710 million pesos in 2006, 395.752 million pesos in 2005 and 531.630 million pesos in 2004.  Please provide us with the following information:

• Tell us what was the total amount and terms of the specific defaulted Government debt held by the Company during 2005 that was restructured in which you received Dollar-denominated Discount bond for US$26.083 million and Peso-denominated Discount Bonds for 146.818 million pesos.

• Discuss the gain or loss recognized in the restructuring swap transaction in 2005 under Argentine and US GAAP; how the assets were valued; and the specific US GAAP accounting guidance you relied on to record this transaction in the Argentine Banking GAAP to US GAAP reconciliation.

• Provide similar disclosure for the swap in 2006 of the Provincial Development Trust Fund Corporate Bonds into Secured Bonds due in 2020 with a face value of 551.231 million pesos.

Mr. Ezequiel Zarich
BBVA Banco Frances S.A.
September 24, 2007 Page 7 of 9
• Tell us what is the nature of the relationship between the loan swaps described in Note 15.5 and the two loan swaps in 2004 described in Note 17.18 on page F-63 in which Secured Bonds due in 2018 were swapped for Government Bonds.
 Note 17.14, Variable-income investments, page F-59.

 9. We refer to the statement that the Consolidar Group has variable-income investments for which under US GAAP its fair value would be determined by mathematical models such as the Black-Scholes model.  Please tell us and in future filings to:

• Describe in greater detail what you mean by variable-income investments and refer to
the specific authoritative US GAAP guidance you relied on to state that these type of investments are valued using mathematical models such as Black-Scholes.

• Assuming you are referring to the reporting requirements of FIN46R, please describe how the Company determined that the Black-Scholes model is an appropriate model for valuing variable-income investments.
 Note 17.21, Accounting for Derivative Instruments and Hedging Activities, page F-63

 10. We refer to your description of the reporting requirements for derivatives under SFAS 133 and your statement that management believes the derivative instruments used by the bank as detailed in Note 16.18 on page F-48 do not have a material impact on the Company’s financial condition of results of operations.   Please tell us and disclose in
future filings, for each derivative instrument described in Note 16.18:

• How they qualify in accordance with SFAS 133 as fair value hedges, cash flow hedges or foreign currency hedges or economic hedges and,

• How the accounting for these derivative transactions as required by SFAS 133 affects the Argentine Banking GAAP to US GAAP reconciliation of net income and stockholders’ equity.
 General

 11. Please revise Note 17 in future filings to describe for each reconciling item in the Argentine Banking to US GAAP reconciliation the specific US GAAP authoritative guidance you are using for determining the differences between Argentine Banking GAAP and US GAAP accounting.

Mr. Ezequiel Zarich
BBVA Banco Frances S.A.
September 24, 2007 Page 8 of 9
* * *

Closing Comments

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.   You may wish to provide us with marked copies of the amendment to exped ite our review. Please furnish a co

CORRESP
1
filename1.htm

      March 12,
2008

      Re:         BBVA
Banco Francés S.A.

      Form
20-F for the fiscal year ended December 31, 2006

      Filed
May 16, 2007

      File
No. 001-12568

      Mr. Edwin
Adames

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      450 Fifth
Street, N.W.

      Washington,
D.C. 20549-0408

      Dear Mr.
Adames:

      Thank you
for your letter dated February 27, 2008, 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, 2006 (the “2006 Form 20-F”) of BBVA
Banco Francés S.A. (“Banco Francés”, also referred to in this letter as the
“company”, the “Bank” and “we”), which was filed with the Commission on May 16,
2007.

      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 Martín Ezequiel Zarich in Buenos Aires
at 011-54-4341-5083 or fax: 011-54-4341-5085; or our counsel, Michael J.
Willisch of Davis Polk & Wardwell, at 011-34-91-702-2741 or fax:
011-44-207-710-4884.

              Very
      truly yours,

                /s/
      Martín Ezequiel Zarich

                BBVA
      Banco Francés S.A.

            A-1

            Annex A.1
(cont.)

      Note 17.1. Income Taxes,
page F-51

                1.

                We
      refer to the proposed disclosure to be included in future filings
      described in your response to Comment 1 regarding the reclassification of
      the Initial adjustments to net deferred tax assets to the Other, net line
      item. Please revise the proposed disclosure to include the
      following:

                ·

                A
      comparison of how the Initial adjustment to net deferred tax assets are
      accounted for under the Argentine GAAP banking rules and how they differ
      with respect to the accounting and disclosures requirements of paragraphs
      27 and 45.g. of SFAS 109.

                ·

                A
      statement, similar to your response to the second bullet point of Comment
      1, that (1) under US GAAP the Company fully provisioned in 2004 and 2005
      the net operating losses that are part of the net deferred tax asset; and
      (2) the effect of this  provisioning of the reconciliation of
      Argentine BCRA banking GAAP to US GAAP for fiscal years 2004 to
      2006.

      For the
purpose of clarifying the disclosures in our Annual Report on Form 20-F for the
fiscal year ended on December 31, 2007 (the “2007 Form 20-F”) and  in
other future financial statement filings made with the SEC that contain U.S.
GAAP reconciliations (the 2007 Form 20-F, together with such other filings,
collectively, the “Future Filings”), we propose to the Staff consideration of
the following changes (we have underlined the wording that we have added and
struck through irrelevant information) to the table included on page F-51 in
order to clarify this line item, as follows:

            -1-

      Annex A.1 (cont.)

                  Description

                    2006 (1)

                  Income
      before income tax in accordance with US GAAP

                  1,468,544

                  Statutory
      income tax rate

                  35.00%

                  Income
      tax provision computed at statutory rate

                  513,990

                  Tax
      exempt income

                  (14,257)

                  Non-deductible
      items

                  —

                  Other,
      net

                  Initial
      adjustments to net deferred tax assets

                    (11,391)

                    (104,431)

                  Income
      tax computed in accordance with U.S. GAAP

                    487,822

                    383,391

                  Initial adjustments
      to net deferred tax assets

                    (104,431)

                  Income
      tax computed in accordance with BCRA’s rules (2)

                    23,000

                  Adjustments
      to reconcile income tax (benefit) to U.S. GAAP

                  360,391

                  (Recover)
      of allowances on deferred tax assets

                  (325,939)

                  (1)
      In
      thousands of Ps.

                  (2)
      BCRA:
      Banco Central de la República Argentina, the Argentine financial system
      regulator.

      We will
also incorporate the following additional information at the botton of the table
included on page F-51, between second paragraph (non deductible items) and third
paragraph (other):

      “Initial
adjustments to net deferred tax assets” are originated in changes that occurred
in the tax legislation for the fiscal year ended December 31, 2006.

      As
explained in Note 5.1, under Argentine BCRA banking GAAP the capitalization of
the net operating losses is not allowed. Consecuently, these adjustments have
not impact under such rules.

      Under
US GAAP, the net operating losses that are part of the net deferred tax assets
are entirely provisioned in the years 2004 and 2005. As the initial adjustment
affects net operating losses that are entirely provisioned, its impact in equity
as well as in the income/loss is neutral.

        Under
US GAAP the Bank has considered that in terms of paragraph 27 and 45.g. of SFAS
109, “Accounting for Income Taxes”, these adjustments correspond to changes in
the tax legislation occurred in the fiscal year where the Initial adjustment to
net deferred tax assets is disclosed. These adjustments affect the initial
balances of net operating losses considered in determining income tax under
local accounting standards, and therefore are disclosed under Initial
adjustments to net deferred tax assets.

                  ·

                  A
      statement in the paragraph that describes the composition of the Other,
      net line item that the Initial adjustment to net deferred tax assets for
      2006 is 90% of the Other, net line item as
  revised.

      For the
purpose of clarifing the disclosures in our Annual Report on Form 20-F for the
fiscal year ended December 31, 2007, we will segregate the line “Initial
adjusments to net deferred tax assets” in the proposed changes to the table
included on page F-51 (see our response to the previous bullet point).

                2.

                We
      refer to your response to the second bullet point on Comment 2 regarding
      the differences between Income tax computed in accordance with BCRA rules
      as used in the income tax reconciliation in Note 17.1 and the Income tax
      and tax on minimun presume income (loss) line item in the Consolidated
      Statement of Operations on page F-9. In future filings please include in
      Note 17.1. the following:

                  ·

                  A
      discussion of the Company´s authoritative basis for using Income tax
      computed in accordance with BCRA rules in the reconciliation of Argentine
      GAAP income tax to US GAAP income tax instead of the Income tax and tax on
      minimun presume income (loss) in the Consolitaded Statement of Operations
      on page 9, prepared under Argentine
GAAP.

                  ·

                  A
      summary of the basic differences between Income tax computed in accordance
      with BCRA rules and Income tax and tax on minimun presume income
      (loss).

                  ·

                  A
      description of the specific line items in the Argentine GAAP Consolidated
      Statement of Operation on page F-9 where the income tax expense or income
      computed in accordance with BCRA rules is included considering the
      following:

                  o

                  These
      BCRA income tax amounts are the Argentine GAAP income tax totals for years
      2004 and 2006 that the Company used in the reconciliation of Argentine
      GAAP income tax to US GAAP income tax on page F-51;
  and

                  o

                  These
      BCRA income tax amounts are not the same as the Income tax and tax on
      minimun presume income (loss) line item in the Argentine GAAP Consolidated
      Statement of Operation on page F-9. Refer to (1) the 2006 BCRA income tax
      expense of 23,000 millon pesos used in the reconciliation on page F-51
      included in Other Expenses of the Argentine GAAP Statement of Operarions
      on page F-9 as stated in the breadown is in Note 6.m, Other Expense,
      Others, page F-30; and to (2) the 2005 BCRA income tax expense reversal of
      242,000 millon pesos include in the reconciliation on page F-51 included
      in Other Income in the Argentine GAAP Statement of Operations on page F-9
      as described in the breakdown in Note 6.1, Breakdown of Main Items and
      Accounts, Other Income, on page
F-30.

      We
acknowledge your comment and in future filings we will incorporate the following
additional information at the bottom of the table included in page F-51, after
the paragraph “other, net”:

        As
mentioned in Note 5.2 to the Consolidated Financial Statements, tax on minimum
presumed income (TOMPI) is a complementary tax to the income tax. The Bank’s tax
obligation for each year will coincide with the highest of  two taxes,
the BCRA income tax and TOMPI . However, if TOMPI exceeds the income tax in a
given year, the excess thereof may be computed as a payment on account of any
income tax in excess of TOMPI that may occur in any of the following ten years.
Since TOMPI is calculated on different basis than income tax (under tax
legislation is based on  taxable assets and it is not based in income
for fiscal years and has no relation with income), it is not included in the
line “Income tax computed in accordance with BCRA rules”.

      “Income
tax computed in accordance with BCRA rules” corresponds to the Argentine GAAP
income tax determined as per the deferred tax method.  Under BCRA
rules, income/(losses) related to deferred tax method must be classified in the
“Other Income
/ Expenses” line items.  Therefore, the deferred income tax amounting
to 23,000  for 2006 was classified in the “Other Expenses”
line item of the Consolidated Statement of Operations. For the year 2005 it
amounted to 242,000 and was classified in the “Other Income” line item of the
Consolidated Statement of Operations (see Note 6 with the breakdown of Other
Income and Other Expense accounts in accordance with BCRA rules).

          -2-

        Annex A.1
(cont.)

      These
“BCRA income tax amounts” are not the same as the “income tax and tax on minimum
presumed income (loss)” – TOMPI – line item in the Argentine GAAP Consolidated
Statement of Operations on Page F-9.   Under BCRA rules, this
account should include the current income tax and TOMPI, while income (losses)
related to deferred tax method must be classified in the “Other Income /
Expenses” line item.  In the years 2007, 2006 and 2005 “income tax and
TOMPI” account includes only TOMPI for XX, 71,680 and 18,712,
respectively.

      The
amounts related to the Income Tax computed in accordance with BCRA rules and Tax
on minimun presumed income (TOMPI) are disclosed below:

                  2007 (1)

                  2006 (1)

                  2005 (1)

                Tax
      on minimun presumed income (Income tax and TOMPI line item –
      F-9)

                XX

                71,680

                18,712

                Income
      tax computed in accordance with BCRA rules (Other Income/Expenses line
      item)

                XX

                23,000

                (242,000)

                Total
      – Income tax plus Tax on minimun presumed income

                  XX

                  94,680

                  (223,288)

                  (1)

                  In
      thousands of Ps.

                3.

                We
      refer to your response to the fifth bullet point of Comment 4 in which you
      state, although the note refers to both federal government securities and
      loans, the 2001 swap included only holders of securities and did not
      include loans. Please revise this note in future filings to revise the
      reference to loans in the swap or state there were no troubled debt
      restructuring under SFAS 15 regarding the swap in 2001 since they only
      included only securities.

      We
acknoledge your comment and in future filings we will modify the first paragraph
of note 17.4.3. as follows:

      During the
fiscal year ended December 31, 2001, and pursuant to Decrees No. 1387/01 and
1646/01, the Bank and its subsidiaries swapped a portion of their holdings in
federal government securities and/or loans to the
federal government sector outstanding as of November 6, 2001, for a face
value of US$3,291,795 thousands, for Guaranteed Loans amounting to US$3,360,403
thousands.

                4.

                We
      refer to your response to bullet point six of Comment 4. In future filings
      please include in this note the following information, similar to that
      provide in your supplemental
response:

                  ·

                  An
      explanation of the reason why the market value of the securities under
      Argentine BCRA accounting rules for these transaction is significantly
      higher than under US GAAP taking into consideration the other than
      temporary impairment charges recognized for these securities under SFAS
      115 prior to the swap transactions in
2001.

                  ·

                  A
      quantitative presentation, similar to the table provided in your response,
      that shows how the Federal Government Secured Loans reconciliation
      adjustment to Stockholders´equity as stated in the Argentine to US GAAP
      reconciliation in Note 17.24 was determined considering
      the difference between the fair value of the securities swap under
      Argentine and US GAAP for each fiscal
  year.

            -3-

            Annex A.1
(cont.)

                  ·

                  A
      description and quantitative disclosure of the effects that sales made
      each year of the guaranteed loan porfolio acquired in 2001 have had as
      part of the Federal Government Secured Loans reconcilition adjustment to
      Net income/(loss) as stated in Note 17.24 in the Argentine to US GAAP
      reconciliation, considering as stated in your response, these sales under
      US GAAP are important since they release a portion of the valuation
      adjustment previously made in
2001.

      The market
value of the securities is the same for BCRA rules and US GAAP. The difference
is due to the accounting

CORRESP
1
filename1.htm

    November
      20, 2007

              Re:

              BBVA
                Banco Francés S.A.

    Form
      20-F for the fiscal year ended December 31, 2006

    Filed
      May 16, 2007

    File
      No. 001-12568

    VIA
      EDGAR
      SUBMISSION AND FEDERAL EXPRESS

    Mr.
      Edwin
      Adames

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street N.E.

    Washington,
      D.C. 20549-3561

    Dear
      Mr.
      Adames:

    Thank
      you
      for your letter dated September 24, 2007, 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, 2006 (the “2006 Form 20-F”) of BBVA
      Banco Francés S.A. (“Banco Francés”, also referred to in this letter as the
“company”, the “Bank” or “we”), which was filed with the Commission on May
      16, 2007.

    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 Martín Ezequiel Zarich in Buenos Aires
      at 011-54-4341-5083 or fax: 011-54-4341-5085; or our counsel, Michael J.
      Willisch of Davis Polk & Wardwell, at 011-34-91-702-2741 or fax:
      011-44-207-710-4884.

                Very
                  truly yours,

              /s/
                Martín Ezequiel Zarich

              Martín
                Ezequiel Zarich

              BBVA
                Banco Francés S.A.

      Annex
        A

    Note
      17.1. Income Taxes, page F-51

              1.

              We
                refer to the Deferred Taxes line item in the Argentine Banking
                GAAP to US GAAP reconciliation in Note 17.24 on page F-65 for reductions
                to US GAAP Net Income of 360.391 million pesos in 2006; 347.458 million
                pesos in 2005 and (4.526) million pesos in 2004, equal to 37%; 21%
                and
                0.5% of US GAAP net income for each year, respectively. Please tell
                us and
                explain in future filings in the summary table on page F-51 of Note
                17.1:

              ·

              The
                nature and amount of the Initial adjustments to net deferred tax
                assets of
                104.431 million pesos in 2006; 77.258 million pesos in 2005 and (218.641)
                million pesos in 2004 which account for 29%, 22% and 483%, respectively
                of
                the adjustment for deferred taxes for each year
                respectively.

    The
      Initial adjustment to net deferred tax assets corresponds to amendments made
      to
      the tax returns submitted to the National Administration of Federal Revenues
      (AFIP Administración Federal de Ingresos Públicos de Argentina) in respect of
      Income Tax. Such amendments are made in order to adjust to regulations issued
      by
      the controlling body concerning tax aspects deriving from the effects of the
      financial crisis sustained by the country since the end of the 2001 fiscal
      year
      or to regulatory interpretations made by the aforementioned body and not
      contemplated in the tax regulations in force at the date of submission of the
      preceding tax returns.

    The
      Bank
      has considered that in terms of paragraph 27 and 45.g. of SFAS 109, “Accounting
      for Income Taxes”, these adjustments correspond to changes in the tax
      legislation occurred in the fiscal year where the Initial adjustment to net
      deferred tax assets is disclosed. These adjustments affect the initial balances
      of net operating losses considered in determining income tax under local
      accounting standards, and are disclosed under Initial adjustments to net
      deferred tax assets in order to segregate these concepts from those included
      under Other, net, of the table shown in the said note.

    Such
      initial adjustments originate a decrease in the initial net operating losses
      and
      in the net deferred tax assets amounting to 104.431 million pesos in the 2006
      fiscal year, 77.258 million pesos in 2005 and (218.651) million pesos in
      2004.

    In
      the
      2006 fiscal year these changes in the tax legislation affects the initial net
      operating losses as follows:

                Description

                2006(1)

              Deductible
                legal actions over deposits

              345.636

              Guaranteed
                loans

            (175.151
            )

              Others

            (66.054
            )

              Initial
                adjustments to net deferred tax assets

                104.431

            _______________

            (1)
              In millions of Ps.

    For
      the
      purpose of clarifying the disclosures in our Annual Report on Form 20-F for
      the
      fiscal year ending on December 31, 2007 (the “2007 Form 20-F”) and in other
      future financial statement filings made with the SEC that contain U.S. GAAP
      reconciliations (the 2007 Form 20-F, together with such other filings,
      collectively, the “Future Filings”), we propose to the Staff consideration of
      the following changes (we have underlined the wording that we have added and
      struck through irrelevant information) to the table included in page F-51 in
      order to clarify this line item, as follows:

        -
          1
          -

        Annex
          A
          (cont.)

              Description

                2006
                  (1)

              Income
                before income tax in accordance with US GAAP

              1,468,544

              Statutory
                income tax rate

            35.00
            %

              Income
                tax provision computed at statutory rate

              513,990

              Tax
                exempt income

            (14,257
            )

              Non-deductible
                items

              —

              Other,
                net

              (11,391

              (116,342

              )

              )

              Income
                tax computed in accordance with U.S. GAAP

                487,822

                383,391

            Initial
              adjustments to net deferred tax assets

            (104,431
            )

              Income
                tax computed in accordance with BCRA’s rules (2)

                23,000

              Adjustments
                to reconcile income tax (benefit) to U.S. GAAP

            360,391

            (Recover)
              of allowances on deferred tax assets

            (325,939
            )

            _______________

              (1)
                In thousands of Ps.

              (2)  BCRA:
                Banco Central de la República Argentina, the Argentine financial system
                regulator.

    We
      will
      also modify in future filings the paragraph related to the line item “Other,
      net”, as follows:

    “Other,
      net” includes other net effects, and tax exempt income and non-deductible
      items arising from Consolidated Subsidiaries, and initial adjustments to the
      net deferred tax assets originated in changes that occurred in the tax
      legislation for the fiscal year ended December 31, 2006.

              ·

              How
                these initial adjustments are treated under SFAS 109 for purposes
                of
                determining the deferred tax valuation allowance under US
                GAAP.

    As
      mentioned in the preceding comment, the initial adjustment affects the deferred
      tax assets originated in net operating losses.

    Under
      US
      GAAP, the net operating losses that are part of the net deferred tax assets
      are
      entirely provisioned in the years 2004 through 2005. As the initial adjustment
      affects net operating losses that are entirely provisioned, its impact in equity
      as well as in the income/loss is neutral.

              2.

              We
                refer to the Allowances on deferred tax assets line item in the
                Argentine Banking GAAP to US GAAP reconciliation in Note 17.24 on
                page
                F-65 which increases US GAAP Net Income through a recovery of the
                valuation allowances for 325.939 million pesos in 2006; 366.801 million
                pesos in 2005 and 509.158 million pesos in 2004, equal to 33%, 22%
                and 36%
                of US GAAP net income for each year, respectively. Please tell us
                and in
                future filings revise the summary table on page F-51 of Note 17.1
                to
                provide the following
                information:

              ·

              State
                the amount of Income before income tax in accordance with US GAAP
                for 2006, 2005 and 2004 that was used to determine the Income tax
                (benefit) provision computed at statutory rate in accordance with US
                GAAP for each of the three fiscal
                years.

    The
      amounts requested are incorporated in the summary table of Note 17.25. The
      Income before income tax in accordance with US GAAP amounted to 1,468,544
      thousands pesos in 2006; 1,780,936 thousands pesos in 2005 and 1,470,092
      thousands pesos in 2004.

    We
      acknowledge your comment and in future filings, as mentioned in our comment
      to
      the first bullet of point 1, we will modify the table included in page F-51
      in
      order to clarify this line item, as follows:

              Description

                2006
                  (1)

              Income
                before income tax in accordance with US GAAP

              1,468,544

              Statutory
                income tax rate

            35.00
            %

              Income
                tax provision computed at statutory rate

              513,990

            _______________

              (1)  In
                thousands of Ps.

          -
            2
            -

      Annex
        A
        (cont.)

              ·

              Reconcile
                the amount of Income tax computed in accordance with BCRA rules
                in the summary table on page F-51 of 23.000 million pesos for
                2006;
                (242.000) million pesos for 2005 and 67.497 million pesos for 2004
                with
                the Income Tax and tax on minimum presumed income (loss) of
                71.680 million pesos for 2006; 18.712 million pesos for 2005 and
                77.099
                million pesos for 2004 in the Consolidated Statement of Operations
                prepared in accordance with Argentine Banking GAAP on page
                F-9.

    Note
      5.2.
      to the Consolidated Financial Statements indicates how tax on minimum presumed
      income (TOMPI) is determined, and Note 5.1. explains how to determine the income
      tax. The TOMPI is complementary to the income tax. The Bank’s tax obligation for
      each year will coincide with the highest of these taxes. However, if TOMPI
      exceeds income tax in a given year, the excess thereof may be computed as a
      payment on account of any income tax in excess of TOMPI that may occur in any
      of
      the following ten years.

    Since
      such
      taxes are calculated on different bases and as they are mutually complementary,
      such amounts are not liable to be reconciled.

    For
      the
      years 2006 and 2005, the amounts included on page F-9 correspond exclusively
      to
      the TOMPI. For 2004, from the amount included 9,602 thousands of pesos
      correspond to the TOMPI and 67,497 thousands of pesos to the income tax charge
      under the deferred tax method.

    In
      addition to the above, as expressed in the table included on page F-51, the
      income tax determined as per the defferred tax method amounted to 23,000
      thousands of pesos for 2006, (242,000) thousands of pesos for 2005 and 67,497
      thousands of pesos for 2004. As mentioned above, the tax determined for 2004
      is
      included in the amount indicated under Income Tax and Tax on minimun presumed
      income of the Consolidated Statement of Operations. As for the amount
      corresponding to 2006, it is included under Other Expense, and that for 2005
      is
      included under Other Income on page F-9, as per BCRA standards.

    Following
      we detail the amounts related to the Income Tax computed in accordance with
      BCRA
      rules and Tax on minimun presumed income:

                2006
                  (1)

                2005
                  (1)

                2004
                  (1)

              Tax
                on minimun presumed income

              71,680

              18,712

              9,602

              Income
                tax

              23,000

            (242,000
            )

              67,497

              Total
                – Income tax plus Tax on minimun presumed income

                94,680

            (223,288
            )

                77,099

            _______________

              (1)  In
                thousands of Ps.

                ·

              Reconcile
                the Income tax computed in accordance with US GAAP which appears
                in the summary table on page F-52 of 487.822 million pesos; 182.716
                million pesos and 281.622 million pesos for 2006, 2005 and 2004,
                respectively with the Income tax line item in the Consolidated
                Statement of Operation under US GAAP in Note 17.25 on page F-66 of
                455.071
                million pesos; 124.170 million pesos and 72.573 million pesos for
                2006,
                2005 and 2004,
                respectively.

    The
      differences between the amounts included on page F-51 and those on page F-66,
      derive from: a) the effect of the Initial adjustment mentioned in point 1 of
      your comments; b) the tax effect of the components included under Other
      comprehensive income, and c) the effect of the Tax on minimun pr

CORRESP
1
filename1.htm

                  DAVIS
                    POLK & WARDWELL

                  Luis
                    Mendoza

                  212
                    450
                    4886

                  luis.memndoza@DPW.COM

                  450
                    LEXINGTON AVENUE
NEW YORK, N.Y. 10017
212
                    450
                    4000
FAX 212 450 3800

                Menlo
                  Park
Washington,
                  D.C.
London
Paris
Frankfurt
Madrid
Tokyo
Beijing
Hong
                  Kong

      October
        4,
        2007

      VIA
        EDGAR SUBMISSION AND FACSIMILE

                Re:

                BBVA
                  Banco Francés S.A. Form 20-F for the Fiscal Year Ended

                December
                  31, 2006 Filed on May 16, 2007 (File No.
                  001-12568)

      Mr.
        Edwin
        Adams

      Senior
        Staff Accountant

      Securities
        and Exchange Commission

      Division
        of Corporate Finance

      450
        Fifth
        Street, N.W.

      Washington,
        D.C. 20549-0408

      Dear
        Mr.
        Adams:

      In
        reference to the letter from the Staff (the “Staff”) of the
        Securities and Exchange Commission dated September 24, 2007 (the
“Comment Letter”) regarding BBVA Banco Francés S.A.’s (the
“Company”) above-referenced filing on Form 20-F,
        we wish to
        respectfully inform the staff that the Company is working expeditiously to
        respond to the Comment Letter and intends to file its response to the Comment
        Letter by EDGAR on or before November 20, 2007.  As requested in the
        Comment Letter, in its response the Company will submit for the review of
        the
        Staff disclosure to be used in Company’s future filings, as may be
        necessary.

                Mr.
                  Edwin Adams

                   2

                   October
                    4, 2007

      We
        are
        grateful for the Staff’s assistance in this matter.  Please do not
        hesitate to call me at (212) 450-4886 with any questions you may have regarding
        the Company’s proposed timetable for responding to the Comment
        Letter.

                Very
                  truly yours,

                /s/
                  Luis Mendoza

                Luis
                  Mendoza

                cc:

                Martin
                  Ezequiel Zarich

                Daniel
                  Sandigliano

                BBVA
                  Banco Frances

                Michael
                  J. Willisch

                Andrés
                  Gil

                Davis
                  Polk &
                  Wardwell