Exhibit
      1.2

TITLE
      I  Corporate Name  Duration and Object  SECTION 1:Corporate
      Name and Domicile: Under the name BBVA BANCO
      FRANCES S.A., the corporation which was incorporated as Banco
      Francés S.A. will continue to operate. The corporation has
      legal domicile in the jurisdiction of the city of Buenos Aires, and special
      domiciles at the branches now in existence or to be created in the future,
      both in the Republic of Argentina and abroad, according to the legislation
      applicable to financial entities. BBVA Banco Francés S.A. is excluded
      from the Statutory Optional System of Public Offering with Mandatory
      Acquisition, as provided in Section 24 of Decree 677/2001..SECTION 2:Duration:
      The term of duration of the corporation is until December 31, 2080. This
      term may be extended by the Special Shareholders Meeting.SECTION
      3:Object:
      Banco Francés del Río de la Plata is a stock corporation
      whose object in terms of the legislation in force for financial entities
      is to conduct, within or without the country, the transactions pertaining
      to a commercial bank, operating as intermediary between the demand and
      the public supply of financial resources. Its authorized transactions are:
      a) to receive deposits at sight or at a term; b) to grant short-term bullet
      loans and loans with partial amortizations; c) to discount, purchase and
      sell bills of exchange, promissory notes, pledges, checks, drafts and other
      negotiable instruments; d) to grant guarantees, bonds or other forms of
      collateral; accept bills of exchange, drafts and other orders of payment,
      transfer funds and issue and accept letters of credit; e) to grant advances
      on credits arising from sales, acquire them and undertake the risks resulting
      therefrom, take steps to collect them and offer technical and administrative
      assistance; f) to invest in government securities; g) to make temporary
      investments in liquid assets; h) to invest in new stock or securities issues,
      in compliance with such regulations as may be set forth to such effect;
      i) to accept securities in custody and provide other services which may
      arise therefrom; j) to manage, on behalf of third parties, the purchase
      and sale of securities, and act as paying agents in relation to dividends,
      redemption and interest; engage in brokerage activities in the over-the-counter
      securities market; k) to perform foreign exchange transactions; l) to comply
      with agencies related to its operations; m) to receive deposits of participation
      in mortgage loans and in special accounts; n) to issue mortgage obligations;
      o) to grant loans for the acquisition, construction, enlargement, reform,
      repair, improvement and maintenance of urban or rural real estate, and
      for the substitution of mortgages taken up for the same purpose; p) to
      receive foreign loans and act as intermediary in local or foreign currency-denominated
      loans; q) to issue private bonds and r) to carry out such lending, borrowing
      and service-related operations as are not forbidden under the Law of Financial
      Entities. To this effect, the Bank has full legal power to acquire rights,
      undertake obligations and perform such obligations as are not forbidden
      by law or by these By-laws.TITLE II  Capital Stock  Shares.
      SECTION 4:Capital
      Stock:In compliance with applicable regulations, the Banks financial
      statements shall include its capital stock and the evolution thereof for
      the last three fiscal years. In compliance with provisions in force, the
      Banks capital stock may be evidenced by bearer or registered shares
      of common stock, endorsable or non-endorsable, in book-entry or certificate
      form, par value $ 1 (one peso)per share and entitled to one vote each.SECTION 5:Capital
      Increases: The Banks capital stock may be increased by resolution adopted
      at a Regular Share holders Meeting, in compliance with the provisions
      set forth in Section 188, Part II of the Argentine Law of Corporations,
      be it through the issue of shares of common stock, preferred shares and/or
      non-voting stock. Preferred shares shall be entitled to preferred dividends,
      whether cumulative or not, according to the conditions of issue. Such stock
      may also participate in net and realized profits; they may or may not have
      preference in the reimbursement of capital upon the Banks liquidation
      and, other than under the provisions set forth in Section 217 of the Argentine
      Law of Corporations, are not entitled to vote. Non-voting stock do not
      have voting rights, and shall rank senior to shares of common stock for
      the reimbursement of their par value in the event of liquidation of the
      Bank. Any Shareholders Meeting resolving the aforementioned capital
      increase shall provide for the characteristics of the shares to be issued,
      as well as other placement conditions and integration terms. New shares
      may be issued only after all previous shares have been subscribed.SECTION
      6:Share
      Subscription:
      Shares of common stock grant shareholders thereof a pre-emptive right to
      subscribe new shares, pro rata of their relevant interest. Such shares
      also grant accretion rights in proportion to the shares subscribed on each
      occasion. The offering, term and conditions to exercise such option right
      shall abide by the provisions set forth in Section 194 of the Argentine
      Law of Corporations.SECTION
      7:Delay in Paying-off:
      Any delay in paying off the shares subscribed shall arise from the mere
      maturity date and, should there be no term, the payment shall become due
      as of the date of registration of such capital increase. Shareholder may
      not exercise any rights related to the shares for which they are in arrears.
      Should that be the case, the Board of Directors is hereby empowered to
      provide for the sale of temporary share certificates through a stockbroker.
      If, in the Boards opinion, such sale is not deemed possible or advisable,
      it may provide for the termination of the delinquent shareholders
      certificate, upon prior demand for payment within a term not exceeding
      ten calendar days, in which case the shareholder shall not be entitled
      to any reimbursement of sums already paid.SECTION
      8:Voting
      Stock.Transfer:
      Voting stock shall be issued in nominative form, endorsable or not, or
      in book-entry form. The transfer of registered or book-entry shares and
      any lien thereon shall be notified in writing to the Bank or to the institution
      keeping the record book of shares, or else be registered in the relevant
      book or account. Such transfer shall become enforceable upon the Bank and
      third parties as of registration thereof.SECTION
      9:Shares.Formalities.Annotations:
      Shares and temporary certificates shall comply with the formalities and
      annotations set forth in Section 211 of Law 19,550 (Argentine Law of Corporations).
      Share certificates evidencing more than one share may be issued. Share
      certificates and the shares represented thereby shall be sequentially numbered
      and include the executed signature of a Director and a Statutory Auditor,
      or the facsimile copy thereof, in compliance with the provisions set forth
      in Section 212 of the Argentine Law of Corporations, as supplemented.TITLE
      III Management and Representation. SECTION 10:Management
      and Representation: The business of the Bank shall be
      managed by a Board of Directors. The number of Board members shall be as
      provided by the Shareholders Meeting with a minimum of three and
      a maximum of nine. Directors shall hold office for three years and may
      be re-elected. In order to cover any vacancy, the

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Shareholders Meeting
    may appoint alternate Directors in a number equal to or lesser than the number
    of Regular Directors, and for the same term of office. The Shareholders
    Meeting shall establish the order in which alternate Directors will take
    office, or the manner in which they will substitute such Directors. The Board
    of Directors may appoint a General Manager, who may or may not be a Director,
    whose office may be freely revocable, to be vested with executive management
    functions pursuant to Section 270 of the Business Companies Law No. 19,550.SECTION
    11: Directors. Guarantee: As guarantee for their performance, Directors
    shall pledge to the Bank, during their term of office, bonds or public securities
    or sums of money in national or foreign currency, or sureties or banking
    guarantees or surety bonds or civil liability insurances, for an amount of $ 10,000
    (ten thousand pesos) as a minimum. They shall also establish special domicile
    in the Republic.SECTION 12:Board
    Authorities.
    At their first Board Meeting, Directors shall appoint a Chairman, as well
    as a First and a Second Vice-Chairman. The First or Second Vice-Chairman
    shall substitute the Chairman in case of resignation, absence or incapacity.
    Notwithstanding the foregoing, the Second Vice-Chairman shall substitute
    the Chairman in case of resignation, absence or incapacity of the First Vice-Chairman.SECTION
    13:Board
    Meetings: The Board shall meet at least
    once a month, with the attendance of at least an absolute majority of its
    members. Resolutions shall be adopted by the affirmative vote of a majority
    of votes present. In case of a tie, the Chairman or anybody replacing him
    will have a casting vote right. Without prejudice to the regular monthly
    meetings, any member of the Board may convene a special meeting. In such
    case the Chairman shall duly convene the Meeting for a day within five days
    of receiving such request. Otherwise the meeting may be convened by any Board
    member. The call for the meeting shall include the relevant Agenda. Resolutions
    taken at Board meetings shall be registered in a Minutes Book to be signed
    by all Directors and Statutory Auditors present. Board Meetings may be held
    by video-conference.SECTION
    14:Representation
    of Directors:
    Should the quorum set forth in the preceding Section be present, Directors
    not present at the meeting may vote by proxy, to which effect they will grant
    another Director special power of attorney. Such Directors shall have the
    same responsibilities as the Directors present.SECTION 15:Board
    Powers.
    The Board of Directors shall have full powers and authority to manage the
    Bank and dispose of corporate property, including that for which a special
    power is required in compliance with Section 1881 of the Argentine Civil
    Code and Section 9 of Decree-Law 5965/63. Therefore the Board may, on behalf
    of the Bank, perform any legal action conducive to comply with the Banks
    corporate purpose including, but not limited to, the following powers: a)
    to manage and administer the Banks business; b) to act as the Banks
    legal representative through the Chairman or any substitute thereof; c) to
    appoint and remove managers and deputy managers, and resolve any personnel
    and administrative matter, and issue such rules and regulations as it may
    deem appropriate; d) to open or close branches or any other kind of office,
    whether in Argentina or abroad; e) to grant general or special powers of
    attorney, with or without substitution clause, and revoke the same; f) to
    represent the Bank in any legal dispute, with the power to settle, submit
    to arbitration such disputes and waive the right of appeal; g) to sell, purchase
    and exchange real and personal property, to enter into lease agreements,
    to collect and receive any amount due to the Bank; h) to perform transactions
    with the Argentine Central Bank, the Banco de la Nación Argentina,
    the Banco Nacional de Desarroll o, the Banco Hipotecario Nacional, the Banco
    de la Provincia de Buenos Aires and any other government-run or private domestic
    or foreign financial institution; i) to accept agencies, representations
    and commissions; j) to grant guarantees, bonds and sureties; k) to convene
    Regular and Special Shareholders Meetings in such cases set forth by
    legislation in force; l) to submit to the Regular Shareholders Meeting,
    on an annual basis, the financial statements for that fiscal year and any
    other management action taken;SECTION
    16:Legal
    Representation: The Chairman of the Board, or in case of resignation,
    absence or incapacity thereof, the First Vice-Chairman or the Second Vice-Chairman,
    or any two Directors appointed by the Board shall be the Banks representatives.
    The Bank may appoint one or more attorneys-in-fact to give testimony in court.SECTION
    17:Executive
    Committee.
    The Board of Directors may appoint an Executive Committee consisting of three
    Directors, to meet at least once a month with the attendance of a majority
    of its members, and to adopt resolutions by the affirmative vote of a majority
    of votes present. Among other duties, the Executive Committee shall be responsible
    for: a) defining the Banks strategic guidelines and general policies;
    b) implementing the Boards decisions; c) preparing all documents and
    reports necessary for the Board to adopt any resolution falling within the
    scope of the Boards exclusive powers; d) approving expense and investment
    budgets and authorizing such contingent expenses as may arise; e) monitoring
    the Banks general management, accounting and documentation; f) supervising
    the different areas of the Bank and encouraging internal or external audits
    or examinations in each and every business area of the Bank; g) developing
    projects of any nature whatsoever; h) taking part in any discussion and in
    the execution of agreements related to the Banks transactions which
    must be supervised by it; i) performing all kinds of lending and deposit
    transactions with government-run, mixed or private banks, as well as with
    any other state-run or private lending institution, whether in Argentina
    or abroad; j) appointing and removing the Banks employees and determining
    their remuneration and benefits; k) receiving check and savings accounts
    deposits, fixed term deposits and any other form of deposits to be determined;
    effecting borrowing and lending transactions and determining the latters
    interest and discount rates; l) accepting civil and commercial agencies,
    and acting on behalf of third parties; m) managing property and goods in
    general on behalf of third parties; n) performing any kind of domestic or
    foreign currency denominated transactions, be they related or unrelated to
    the import and export business, with such sureties and guarantees as may
    be deemed necessary; ñ) rediscounting commercial documents of any
    kind; o) purchasing, selling and keeping securities of any kind, either for
    its own account or on behalf of third parties, as well as collecting and
    receiving the relevant dividends thereon; p) mortgaging or pledging real
    or personal property and chattels as collateral for existing debts or claims,
    or as additional collateral for its own account or on behalf of third parties.
    The Executive Committee shall also be empowered to purchase real estate and
    accept property in lieu of payment, whether to facilitate the performance
    or settlement of transactions, or as payment for pending claims; q) letting
    and leasing any kind of property, constituting, accepting and releasing any
    lien; s) performing, in general, any legal transaction or business within
    the scope of banking activities, with full power and authority to act on
    behalf of the Bank; s) performing all powers delegated to it by the Board.
    The preceding list is by no means restrictive. The Executive Committee shall
    be empowered to perform

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any other
    action related to managing the Banks activities in the ordinary course
    of business. The Executive Committee shall regularly report to the Board.
    The management and powers of the Executive Committee shall be determined
    by the Board of Directors through the issue of internal regulations.SECTION
    18:Directors Remuneration:
    The Board shall receive an annual remuneration to be set forth by the Shareholders Meeting,
    with such restrictions as established in Section 261 of the Argentine Law
    of Corporations.SECTION
    19:Special Roles or Technical/Administrative Duties.:
    Whenever the performance of special roles or of technical/administrative
    duties by one or more Directors as a result of insufficient or no income
    cause the above-mentioned remunerations to exceed the restrictions set forth
    in Section 261 of the Argentine Law of Corporations, such remuneration shall
    only be paid if expressly approved by the Shareholders Meeting, and
    this issue shall be included as an item of the Agenda.TITLE
    IV Supervision. SECTION 20:Supervisory
    Committee.
    The Bank shall be supervised by three regular statutory auditors to be appointed
    on an annual basis by the Regular Shareholders Meeting, and an equal
    number of Alternate Statutory Auditors, to hold office for identical term.
    Their remuneration shall be determined by the Shareholders Meeting.SECTION
    21:Powers and Duties.
    The Members of the Supervisory Committee will be entrusted with such powers
    and duties as set forth in the Argentine Law of Corporations and, more specifically,
    their powers will include: 1) to supervise the Banks management, to
    which effect it shall examine the Banks documents and books at least
    quarterly and whenever it may deem it convenient; 2) to monitor at the same
    intervals the Banks cash and securities, as well as any debt obligations
    and their performance; likewise, it may request the preparation of trial
    balance-sheets; 3) to attend, if asked to do so, any Board, Executive Committee
    or Shareholders Meeting, not being entitled to vote therein; 4) to
    monitor the deposit and permanence of the Directors performance guarantee,
    and take steps to correct any irregularity; 5) to submit to the Regular Shareholders Meeting
    a written and documented report on the Banks business and financial
    condition, and give an opinion on the annual report, inventory, balance-sheet
    and statement of income; 6) to furnish shareholders representing at least
    two percent of the capital stock, at any time they may so request in writing,
    with such information as they may request on issues falling within the jurisdiction
    of the Supervisory Committee; 7) to convene a Special Shareholders Meeting
    whenever deemed necessary, or Special Shareholders Meetings in case
    the Board fails to do so; 8) to cause any pertinent item to be included in
    the Agenda for any meeting; 9) to ensure compliance by corporate bodies with
    any law, statute, regulation or Shareholders Meeting decision; 10)
    to supervise the corporations liquidation; 11) to investigate any complaint
    filed in writing by shareholders representing at least 2% of the Banks
    capital stock, to verbally report thereon at a Shareholders Meeting
    and to make such comments and recommendations thereon as it may deem appropriate.
    To immediately convene a Shareholders Meeting to make a decision thereon
    whenever, in its opinion, the Board fails to deal with the issue under investigation
    as properly as required, and it is therefore necessary to make a prompt decision.
    The members of the Supervisory Committee may individually exercise their
    right to administrative information and investigation.SECTION
    22:Meetings
    and Resolutions:
    The Supervisory Committee shall meet at least once every quarter, and may
    also hold special meetings upon request from any of its members, or upon
    an express request of the Board. The Supervisory Committee shall hold meetings
    and make decisions with the attendance and the affirmative vote of at least
    two of its members. Any resolution adopted shall be entered in a Minutes
    Book kept to that effect.TITLE
    V  Shareholders Meetings. SECTION 23:Notice:
    Regular and Special Shareholders Meetings shall be agreed upon by the
    Board of Directors or by the Supervisory Committee in such instances as set
    forth by law, or whenever they may deem it necessary, or upon requisition
    of shareholders representing at least 5% of the Banks capital stock,
    in compliance with the provisions of Section 236 of the Argentine Law of
    Corporations.SECTION
    24:Publication.
    Shareholders Meetings shall be called for by publication of the notice
    for five days, at least ten and not more than thirty days before the date
    of the Meeting, in the Official Bulletin and in one Argentine newspaper of
    large circulation. The notice shall include the nature of the Meeting as
    well as the date, time and venue therefor, the Agenda and any special requirements
    set forth herein to be observed by the Shareholders.SECTION 25:Meetings
    on Second Call:
    In case of adjournment of a Regular Shareholders Meeting, the Meeting
    on second call may be held on the same date, at least one hour after the
    time set for the meeting on first call, in compliance with Section 237 second
    paragraph of the Argentine Law of Corporations. In case of adjournment of
    a Special Shareholders Meeting, the Meeting on second call shall be
    held within the following 30 days, and the notice therefor shall be published
    for three days at least eight days before the date set therefor.SECTION 26: Attendance in Person and by Proxy:
    In order to attend and vote at any Shareholders Meeting, shareholders
    shall deposit with the Bank their shares or a share certificate or statement
    of account representing book-entry shares, as the case may be, issued by
    a bank, a securities depository or any other authorized institution, to be
    entered in the Book of Attendance at least three (3) business days before
    the date of the Meeting. Holders of registered or book-entry shares, record
    of which is kept by the Bank, shall only be required to notify the Bank to
    enter their names in the Book of Attendance at least three (3) business days
    before the date of the Meeting. The corporation shall furnish such shareholders
    with certificates authorizing them to attend the Meeting. Shareholders may
    be present at meetings by power of attorney or proxy. In the latter case,
    the principals signature shall be certified by a court, notary public
    or bank. Directors, Statutory Auditors, Managers or other employees of the
    Bank may not be agents.SECTION
    27:Quorum
    and Decisions:
    Shareholders Meetings shall be chaired by the Chairman of the Board
    or any substitute thereof, or by the person appointed by the Shareholders Meeting
    to that effect. A quorum shall be present at any Regular Shareholders Meeting
    on first call upon the attendance of shareholders representing a majority
    of the voting stock. On second call, there shall be quorum with the attendance
    of any number of shareholders present. A quorum shall be present at any Special
    Shareholders Meeting on first call upon the attendance of shareholders
    representing sixty percent of the voting stock. Shareholders representing
    thirty percent of the banks voting stock shall form a quorum at a Special
    Shareholders Meeting on second call. In any case, resolutions shall
    be adopted by an absolute majority of the votes present which may be cast
    on such resolutions.SECTION
    28:Adjournment:
    Shareh olders Meetings may be adjourned once, and the adjourned meeting
    shall be held within the following thirty days, no new call being required.
    Only those shareholders who comply with the provisions of Section 26 hereof
    may be present at such meeting. Separate minutes shall be kept for each meeting.SECTION

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29:Minutes
      of Shareholders Meetings:
      Minutes shall be taken of all discussions held at Shareholders Meetings,
      to be entered in a special book. All Minutes must be signed by the Chairman
      and any two shareholders appointed by the Meeting to this effect within
      five days thereof. Such Minutes shall include a summary of all opinions
      given therein, the voting method and the outcome thereof, and a full statement
      of all decisions made.TITLE
      VI  Fiscal Year. SECTION 30:Commencement
      and Close:
      As from (and including) January 1, 1999, the Banks fiscal year shall
      commence on the 1stof
      January of each year and close on the 31stof
      December of that same year. Financial statements shall be prepared as of
      such date in compliance with current provisions and technical rules. The
      Shareholders Meeting may modify the closing date, and this resolution
      shall be registered with the Public Registry of Commerce, and reported
      to controlling authorities. Net and realized profits shall be allocated
      as follows: a) a percentage to be determined in compliance with legal provisions
      in force for financial entities, shall be allocated to the Legal Reserve
      Fund; b) an amount to be allocated by the Shareholders Meeting, to
      pay the remuneration of Directors and members of the Supervisory Committee;
      c) to pay dividends on preferred shares, any dividend still unpaid ranking
      senior to such shares; d) an amount to be determined by the Shareholders Meeting,
      up to a maximum of 1%, to the Fund of Assistance to Bank employees and
      their dependents, or for any other purpose related to the Banks personnel
      and determined by the Board of Directors; e) the remainder, whether in
      whole or in part, to additional participation by preferred shares and to
      dividends on shares of common stock, or to additional reserve or contingency
      funds, or to new account, or to any such use as the Shareholders Meeting
      may determine. Dividends shall be paid pro rata of the relevant integration
      in such terms as may be set forth by the controlling authorities. Dividends
      in cash or in shares not collected or claimed within three years counted
      as from the date they were made available to shareholders shall be automatically
      allocated to the Reserve Fund.TITLE VII  Liquidation.
      SECTION 31:.Liquidation: In case of dissolution, the
      corporation shall report such circumstance to the Argentine Central Bank,
      so that the latter can determine whether it will take charge of the liquidation
      proceedings. Should the referred controlling authority decide not to do
      so, the Shareholders Meeting shall appoint a Liquidation Committee
      and set the remuneration thereof. Such Committee shall carry out the liquidation
      under supervision of the Supervisory Committee, as follows: within thirty
      days of taking office, it shall take an inventory and prepare a balance-sheet
      of the corporate equity, to be made available to the partners. The Liquidation
      Committee must also inform the Supervisory Committee, on a quarterly basis,
      about the status of the liquidation proceedings. Once the corporations
      liabilities, including liquidation expenses, have been extinguished, and
      provided there are any funds left, the liquidators shall prepare a final
      balance-sheet and distribution plan; capital shall be reimbursed proportionately,
      and the remainder shall be distributed among shareholders in proportion
      to their participation in the corporate capital. The final balance-sheet
      and distribution plan must be registered with the Public Registry of Commerce.

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