FIRST BANCORP /PR/
8-A12B, 1999-01-28
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                               -------------------

                                    FORM 8-A
                        FOR REGISTRATION OF SECURITIES OF
                          CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  FIRST BANCORP

   --------------------------------------------------------------------------

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

COMMONWEALTH OF PUERTO RICO                               66-051882
- ---------------------------------------    -------------------------------------
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

1519 PONCE DE LEON AVENUE, PENTHOUSE
SAN JUAN, PUERTO RICO                                      00908-0146
- ---------------------------------------    -------------------------------------


       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS                               NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED                               EACH CLASS IS TO BE REGISTERED

     COMMON STOCK
par value $1.00 per share                           NEW YORK STOCK EXCHANGE
- ---------------------------------        ---------------------------------------
         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(b) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(c), check the following box. [x]
         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(g) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this 
form relates:333-8460

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:

                                 NOT APPLICABLE
 ------------------------------------------------------------------------------

                                (TITLE OF CLASS)


<PAGE>


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         Furnish the information required by Item 202 of Regulation S-K (Section
229.202 of this chapter).

         The description of the  Registrant's  securities  registered  hereby is
incorporated  by reference  from sections  titled  "Differences  in  Stockholder
Rights" on pages 29 to 31 and "Description of First BanCorp's  Capital Stock" on
pages  40 to 42 of  the  Proxy  Prospectus  of the  Registrant  filed  with  the
Securities and Exchange Commission on form S-4 on April 1998.

INSTRUCTION. If a description of the securities comparable to that required here
is contained in any other filing with the  Commission,  such  description may be
incorporated  by reference  to such other filing in answer to this item.  If the
securities  are to be  registered  on a  national  securities  exchange  and the
description  has not  previously  been filed with such  exchange,  copies of the
description  shall  be filed  with  copies  of the  application  filed  with the
exchange.

ITEM 2.           EXHIBITS

         List below all  exhibits,  if any,  required to be filed as part of the
registration statement:

         1.       Registration Statement on Form S-4, as amended, filed with the
                  Securities and Exchange Commission on April 15, 1998. Pursuant
                  to the  instructions  as to Exhibits to Form 8-A, this Exhibit
                  is incorporated by reference.

         2.       Agreement  and Plan of  Merger  dated  March  31,  1998 by and
                  between  FirstBank  Puerto  Rico,  First  Interim Bank and the
                  Registrant  pursuant  to which  FirstBank  Puerto  Rico became
                  reorganized  into the only  subsidiary  of the  Registrant  is
                  incorporated  by  reference  from  Appendix  A  of  the  Proxy
                  Prospectus  filed with the Securities and Exchange  Commission
                  on form S-4 on April 15, 1998.

         3(a).    Certificate of  Incorporation of Registrant is incorporated by
                  reference from Appendix B of the Proxy  Prospectus  filed with
                  the  Securities  and Exchange  Commission on form S-4 on April
                  15, 1998.

         3(b).    The By-Laws of Registrant is  incorporated  by reference  from
                  Appendix B of the Proxy  Prospectus  filed with the Securities
                  and Exchange Commission on form S-4 on April 15, 1998.

         4.       Form of Stock  Certificate of First BanCorp is incorporated by
                  reference  from  Exhibit  4.0  of  Form  S-4  filed  with  the
                  Securities and Exchange Commission on April 15, 1998.



<PAGE>



                                    SIGNATURE

                  Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.


                                                              FIRST BANCORP


                                                         /s/ Angel Alvarez Perez
                                                       Name: Angel Alvarez Perez
                                                        Title:   President & CEO

                                                         Date: January 28, 1999




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