RNS No 4769c
POPULAR FINANCE (CAYMAN) LIMITED
2nd March 1999



Letter to London Stock Exchange


Re Popular Finance (Cayman) Limited and Popular Capital (Cayman) Limited
   U.S.$2,000,000,000 Guaranteed Euro Medium Term Note Programme (the
  "Programme") guaranteed by Banco Popular Espanol, S.A.

Further to the recent meeting of the Board of Directors of Banco Popular
Espanol, held on 28th January, 1999, please see below the  English version of
the press release issued in connection with the increase in the face value of
BPE shares and the subsequent re-denomination in euros of the total common
capital of BPE.

The capital increase and the re-denomination have been registered before the
CNMV and the Commercial Registry of Madrid.  The new face value was effective in
the Stock Exchange of Madrid, Barcelona, Bilbao and Valencia as from March 1st,
1999.


Letter from Banco Popular


                       BANCO POPULAR ESPANOL, S.A.
               CAPITAL INCREASE & EURO RE-DENOMINATION 1999

Spanish Law 46/1998 obliges commercial companies in Spain to re-denominate their
capital in euros.  Therefore, the General Shareholders Meeting of BPE held on
June 26th, 1998, decided by a 97,501% majority vote to increase the face value
of BPE shares from 125 pesetas per share up to the equivalent in pesetas of one
euro and to re-denominate subsequently the common stock of the Bank.
The agreement foresaw that the required increase of such capital of the Bank,
should transferred from paid-in surpluses reserves.  The capital increase should
be executed by the beginning of 1999, upon completion of all the legal and
official formalities.

Before the capital adjustment, the stock capital of BANCO POPULAR ESPANOL, S.A.
amounted 13,846,875,000 - Pesetas.  Applying the fixed exchange rate of 166.386
pesetas per euro, the total capital stock would have amounted
EUR 83,221,394.8288919 (legally EUR 83,221,394.83).  The face value per share
would have been of EUR 0.751265139517039 (legally EUR 0.751265).  The implied
rounding computations seemed burdensome for easy reference.

For these reasons, in full compliance with the Spanish legal framework and with
the mandate conferred by the BPE GSM of June 26th 1998, the Board of Directors
of BPE held on January 28th, 1998 executed the capital increase following the
terms agreed by the GSM.  The face value of BPE shares was increased from its
previous value (125 pesetas per share) to the exact equivalent of one euro
(166.386) pesetas), thus allowing the immediate re-denomination in euros of the
total common capital of BPE (which will amount hereinafter #110,775,000.00).
The amount of the capital transferred from paid-in surplus reserves was
4,584,534,150-pesetas. (#27,553,605.17).

The capital increase and the re-denomination have been registered before the
CNMV (Spanish Stock Exchange Commission) and the Commercial Registry of Madrid. 
The new face value was effective in the Stock Exchanges of Madrid, Barcelonne,
Bilbao and Valencia as from March 1st, 1999.

END

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