FIRST BANCORP /PR/
10-Q, 1999-08-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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34

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



                                    FORM 10-Q



                    Quarterly Report Pursuant to Section 130
                     of the Securities Exchange Act of 1934


For the Quarter ended                                 Commission File 001-14793
June 30, 1999


                                 First BanCorp.
                (Exact name of bank as specified in its charter)


Puerto Rico                                                    66-0561882
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


                       1519 Ponce de Leon Avenue, Stop 23
                           Santurce, Puerto Rico 00908
                    (Address of principal office) (Zip Code)


                  Bank's telephone number, including area code:



                                 (787) 729-8200


Indicate  by check  mark  whether  the  Corporation  (1) has filed  all  reports
required  by  Section  13 of the  Securities  Exchange  Act of 1934  during  the
preceding  12  months  (or for such  shorter  period  that the  Corporation  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___

Number of shares of the Corporation's Common Stock outstanding as of August 10,
 1999

                                   28,998,552



<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                  FIRST BANCORP
                                    CONTENTS

PART I.  FINANCIAL INFORMATION                                                  PAGE

                  Item 1. Financial Statements:

                  Consolidated Statements of Financial
                      Condition as of June 30, 1999 and
                     December 31, 1998.................................................................3

                  Consolidated Statements of Income for the
                      three and six months ended on June 30, 1999 and 1998.............................4

                  Consolidated Statements of Comprehensive Income for the
                      three and six months ended on June 30, 1999 and 1998.............................5

                  Consolidated Statements of Cash Flows
                     for the six months ended on June 30, 1999 and 1998................................6

                  Consolidated Statements of Changes in
                     Stockholders' Equity..............................................................7

                  Notes to Consolidated Financial Statements...........................................8

                  Item 2. Management's Discussion and
                            Analysis of Financial Condition
                            and Results of Operations.................................................18

                  Item 3. Quantitative and Qualitative Disclosures About Market Risk..................33

PART II. OTHER INFORMATION

                  Item 1. Legal Proceedings...........................................................34

                  Item 2. Changes in Securities.......................................................34

                  Item 3. Defaults Upon Senior Securities.............................................34

                  Item 4. Submission of Matters to a Vote
                            of Security Holders.......................................................34

                  Item 5. Other Information...........................................................34

                  Item 6. Exhibits and Report on Form 8-K.............................................34

SIGNATURES............................................................................................35

</TABLE>

<PAGE>


                                  FIRST BANCORP
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                            June 30,          December 31,
                                                                               1999                 1998
                                                                      ----------------------------------
                                                                        (Unaudited)
Assets
Cash and due from depository institutions                           $      66,401,610       $   39,416,097
                                                                    -----------------       --------------
Deposits at interest with banks                                            61,449,685              525,669
                                                                   ------------------  -------------------
Debt securities available for sale, at market:
    United States and Puerto Rico Government obligations                  372,061,439          268,611,106
    Mortgage backed securities                                          1,067,187,728        1,492,538,909
    Other investment                                                        1,795,625            1,620,000
                                                                   ------------------  -------------------
        Total debt securities available for sale                        1,441,044,792        1,762,770,015
                                                                      ---------------     ----------------
Debt securities held to maturity, at cost:
    United States and Puerto Rico Government  obligations                 186,636,059           26,921,836
    Mortgage backed securities                                             74,129,414         ____________
                                                                     ----------------
                                                                          260,765,473           26,921,836
                                                                      ---------------    -----------------
Federal Home Loan Bank (FHLB) stock                                        17,826,500           10,270,600
                                                                     ----------------    -----------------

Loans held for sale                                                        29,828,901           20,641,628
Loans receivable                                                        2,317,420,524        2,099,412,756
                                                                      ---------------      ---------------
    Total loans                                                         2,347,249,425        2,120,054,384
Allowance for loan losses                                                 (70,761,579)         (67,854,066)
                                                                    -----------------     ----------------
    Total loans - net                                                   2,276,487,846        2,052,200,318
                                                                      ---------------      ---------------
Other real estate owned                                                       370,512            3,642,525
Premises and equipment - net                                               56,138,530           51,537,192
Accrued interest receivable                                                18,164,965           10,738,072
Due from customers on acceptances                                           1,701,337            2,392,338
Other assets                                                               72,191,930           56,937,413
                                                                    -----------------    -----------------
        Total assets                                                   $4,272,543,180       $4,017,352,075
                                                                       ==============       ==============
Liabilities and Stockholders' Equity
Liabilities:
    Non-interest bearing deposits                                     $   205,060,429      $   173,103,709
    Interest bearing deposits                                           2,007,238,274        1,601,941,185
    Federal funds purchased and securities
      sold under agreements to repurchase                               1,431,652,234        1,623,697,988
    Other short-term borrowings                                            70,014,761           86,594,710
    Advances from FHLB                                                                           2,600,000
    Notes payable                                                         101,000,000          118,100,000
    Bank acceptances outstanding                                            1,701,337            2,392,338
    Accounts payable and other liabilities                                 44,011,953           39,058,247
                                                                    -----------------    -----------------
                                                                        3,860,678,988        3,647,488,177
Subordinated notes                                                         93,560,080           99,495,830
                                                                    -----------------    -----------------
Stockholders' equity:
    Preferred stock, authorized 50,000,000 shares; issued and
     outstanding 3,600,000 shares at $25.00 liquidation value per share    90,000,000
    Common stock, $1.00 par value, authorized 250,000,000 shares;         -----------     ----------------
      issued 29,612,552 shares                                             29,612,552           29,599,552
    Less: Treasury Stock (486,600 shares at par)                             (486,600)            (100,000)
                                                                   ------------------    -----------------
    Common stock outstanding                                               29,125,952           29,499,552
                                                                     ----------------      ---------------
    Additional paid-in capital                                             20,365,299           23,575,936
    Capital reserve                                                        30,000,000           30,000,000
    Legal surplus                                                          60,454,469           53,454,469
    Retained earnings                                                     131,391,451          125,088,180
    Accumulated other comprehensive income - unrealized gain (loss)
        on securities available for sale, net of tax                      (43,033,059)           8,749,931
                                                                   ------------------  -------------------
                                                                          318,304,112          270,368,068
                                                                   ------------------     ----------------
Contingencies and commitments                                           _____________         ____________
        Total liabilities and stockholders' equity                     $4,272,543,180       $4,017,352,075
                                                                       ==============       ==============
The accompanying notes are an integral part of these statements.

</TABLE>

<PAGE>


34

                                  FIRST BANCORP
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                      Three Months Ended                 Six      Months   Ended
                                                   June 30,            June 30,          June 30,        June 30,
                                                    1999                1998               1999           1998

Interest income:
  Loans                                           $63,054,556        $57,775,887     $122,930,672      $114,283,953
  Investments                                      23,901,459         19,764,701       50,985,175        40,468,191
  Dividends on FHLB stock                             299,553            190,766          482,551           376,852
                                               --------------    ---------------  ---------------   ---------------
     Total interest income                         87,255,568         77,731,354      174,398,398       155,128,996
                                                 ------------      -------------      -----------      ------------

Interest expense:
  Deposits                                         20,553,161         17,234,671       38,847,149        34,266,607
  Short term borrowings                            16,965,078         15,561,695       37,632,867        31,441,318
  Long term borrowings                              3,396,666          3,741,099        6,980,253         7,619,193
                                                -------------      -------------    -------------     -------------
     Total interest expense                        40,914,905         36,537,465       83,460,269        73,327,118
                                                 ------------       ------------      ------------     ------------
     Net interest income                           46,340,663         41,193,889       90,938,129        81,801,878
                                                 ------------       ------------     ------------      ------------

Provision for loan losses                          12,949,500         13,929,000       26,749,500        35,667,000
                                                 ------------       ------------     ------------      ------------

Net interest income after provision
 for loan losses                                   33,391,164         27,264,889       64,188,629        46,134,878
                                                 ------------       ------------     ------------       -----------

Other income:
  Service charges on deposit accounts               2,056,634          1,901,966        3,961,378         3,915,348
  Fees on loans serviced for others                   220,757            440,852          488,307           935,068
  Other fees on loans                               3,075,093          2,791,983        5,916,423         5,441,537
  Mortgage banking activities                          11,549                              11,549             2,478
  Trading income                                                         250,000           75,000           250,000
  Gain on sale of investments                          27,775          1,564,696        1,308,286        11,683,069
  Other operating income                            2,134,101          1,898,446        3,933,310         3,372,650
                                                 ------------      -------------    -------------      ------------
     Total other income                             7,525,909          8,847,943       15,694,253        25,600,150
                                                 ------------      -------------     ------------      ------------

Other operating expenses:
  Employees' compensation and benefits             11,346,767         10,539,097       22,568,586        20,739,171
  Occupancy and equipment                           4,744,522          4,087,178        9,443,908         8,060,060
  Taxes and insurance                               1,631,492          1,710,622        3,262,973         3,415,883
  Other                                             6,489,777          6,035,212       12,622,786        11,748,509
                                               --------------      -------------    -------------      ------------
     Total other operating expenses                24,212,558         22,372,109       47,898,253        43,963,623
                                                -------------       ------------    -------------       -----------

Income before income tax provision                 16,704,514         13,740,723       31,984,629        27,771,405
Income tax provision                                1,311,000          1,040,000        2,449,900         2,710,000
                                                -------------      -------------    -------------      ------------

Net income                                        $15,393,514        $12,700,723      $29,534,729       $25,061,405
                                                  ===========        ===========      ===========       ===========

Net income per common share - basic                    $0.49               $0.43            $0.97             $0.85
                                                       =====               =====            =====             =====
Net income per common share - diluted                  $0.49               $0.43            $0.97             $0.84
                                                       =====               =====            =====            ======

</TABLE>

<PAGE>


                                  FIRST BANCORP
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                         Three Months Ended                  Six Months Ended

                                                   June 30,            June 30,          June 30,        June 30,
                                                       1999                1998             1999             1998

Net Income                                         $15,393,514        $12,700,723      $29,534,729       $25,061,405
                                                   -----------        -----------      -----------       -----------
Other comprehensive income net of tax:
Unrealized gain (losses) on securities:
      Unrealized holding gains (losses)
        arising during the period                  (29,059,069)         4,605,300      (50,885,772)      (10,840,468)
      Less: reclassification adjustment
        for gains included in net income               (34,520)           778,382          897,218        (8,367,162)
                                                 -------------       ------------     ------------     -------------

Total other comprehensive income                   (29,024,549)         3,826,918      (51,782,990)       (2,473,306)
                                                 -------------       ------------    -------------     -------------

Comprehensive income                              $(13,631,035)       $16,527,641     $(22,248,261)      $22,588,099
                                                  ============        ===========     ============       ===========

The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>


                              FIRSTBANK PUERTO RICO
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                                    Six Months      Six Months
                                                                                        Ended           Ended
                                                                                  June 30, 1999    June 30, 1998
Cash flows from operating activities:
  Net income                                                                   $   29,534,730   $  25,061,405
                                                                               --------------   -------------
  Adjustments to reconcile net income to net cash:
    Depreciation                                                                    3,589,147       4,181,233
    Provision for loan losses                                                      26,749,000      35,665,000
    Decrease in taxes payable                                                         (48,990)     (5,679,910)
    Increase in deferred tax asset                                                 (1,510,326)     (3,323,383)
    Decrease (increase) in accrued interest receivable                             (7,426,893)      2,311,196
    Increase in accrued interest payable                                            1,570,289         504,005
    Amortization of deferred net loan fees                                           (480,835)       (147,135)
    Gain on sale of investments                                                    (1,308,286)    (11,683,069)
    Originations of loans available for sale                                       (8,991,026)     (1,238,518)
    Decrease (increase) in other assets                                             3,742,802      (2,530,367)
    Increase in other liabilities                                                   3,055,391       2,021,213
                                                                            ---------------------------------
   Total adjustments                                                               18,940,274      20,080,266
                                                                             ---------------- ---------------
   Net cash provided by operating activities                                       48,475,004      45,141,671
                                                                             ---------------- ---------------
Cash flows from investing activities:
  Principal collected on loans                                                    289,531,014     367,636,625
  Loans originated                                                               (539,634,665)   (414,498,441)
  Purchase of loans                                                                  (196,247)     (1,205,373)
  Proceeds from sale of investments                                                 9,499,081     112,810,563
  Maturities of investment securities and money market instruments              6,069,411,536   3,363,200,348
  Purchases of investment securities and money market instruments              (6,119,688,746) (3,601,408,302)
  Additions to premises and equipment - net                                        (8,190,485)     (5,483,858)
  Proceeds from sale of real estate owned                                           3,594,699         226,000
  Proceeds from sale of auto repossessions                                          8,397,909      10,964,414
  Purchase of FHLB stock                                                           (7,555,900)       (120,300)
                                                                           ------------------ -----------------
  Net cash used in investing activities                                          (294,831,804)   (167,878,323)
                                                                             ----------------  --------------
Cash flows from financing activities:
  Proceeds from issuance of certificates of deposits and savings
   accounts                                                                     1,001,959,704     588,321,778
  Payments for maturing certificates of deposits and withdrawals
   of savings accounts                                                           (547,832,221)   (547,993,024)
  Interest credited to deposits                                                   (41,291,330)    (26,079,659)
  Proceeds from federal funds purchased and securities sold under
   repurchase agreements                                                        9,526,556,394   7,215,528,869
  Payment/maturities of federal funds purchased and securities sold
   under repurchase agreements                                                 (9,718,916,134) (6,987,340,343)
  FHLB-NY advances taken (paid)                                                    (2,600,000)      2,000,000
  Payments of term and notes payable                                              (23,035,750)    (14,250,000)
  Increase payment in other borrowings                                            (16,579,949)   (106,432,502)
  Increase (decrease) in debt securities issuance cost                                479,641        (467,356)
  Net increase in demand deposit accounts                                          24,417,654       9,047,760
  Dividends                                                                        (6,314,951)     (4,438,435)
  Exercise of stock options                                                           176,313          94,935
  Repurchase of common stock                                                                       (3,656,420)
  Issuance of preferred stock                                                      86,819,350
  Treasury stock acquired                                                         (10,496,408)
                                                                           ------------------     -----------
   Net cash provided by financing activities                                      273,342,313     124,335,603
                                                                            ---------------------------------
  Net increase (decrease) in cash and cash equivalents                             26,985,513       1,598,951
  Cash and cash equivalents at beginning of period                                 39,416,097      37,666,068
                                                                           -----------------------------------
  Cash and cash equivalents at end of period                                $      66,401,610$     39,265,019
                                                                            =================================
- ---------------------------
Supplemental  disclosures of cash flow information:  Cash paid during the period
  for:
    Interest                                                                      $81,889,980     $72,823,113
    Income taxes                                                                    3,745,558
</TABLE>


<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                                            FIRST BANCORP
                                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                                                                Unrealized
                                                                                                                 gain(loss)
                                                             Additional                                        on securities
                                   Preferred      Common      paid-in    Capital       Legal        Retained     available
                                     stock         stock      capital    reserve      surplus       earnings     for sale

Balance at December 31, 1996    $          $  15,116,651 $ 38,599,962 $10,000,000  $49,106,995   $77,711,586 $     607,119
Net income                                                                                         47,527,552
Change in valuation of
  securities available for sale                                                                                  11,424,325
Addition to legal surplus                                                             4,347,474    (4,347,474)
Addition to capital reserve                                             10,000,000                (10,000,000)
Repurchase of common stock                     (247,825)     (495,650)                             (6,156,347)
Stock option exercised                           33,000       349,249
Cash dividends                                                                                                   (7,197,417)

Balance at December 31, 1997                 14,901,826    38,453,561   20,000,000   53,454,469    97,537,900    12,031,444

Net income                                                                                         51,812,387
Change in valuation of
  securities available for sale                                                                                  (3,281,513)
Addition to capital reserve                                             10,000,000                (10,000,000)
Repurchase of common stock                     (108,800)     (217,600)                             (3,330,024)
Treasury stock                                 (100,000)      (50,000)                             (2,061,250)
Stock option exercised                           10,000       186,501
Cash dividends                                                                                     (8,870,832)
Common stock split
 on May 29, 1998                             14,796,526   (14,796,526)  __________   __________  ___________     __________
                         ----------------- ------------   -----------
Balance at December 31, 1998                 29,499,552    23,575,936   30,000,000   53,454,469   125,088,180     8,749,931


(Unaudited)
Net income for the period ended
  June 30, 1999                                                                                    29,534,729
Change in valuation of
  securities available for sale                                                                                 (51,782,990)
Issuance of preferred stock     90,000,000                 (3,180,650)
Addition to legal surplus                                                             7,000,000    (7,000,000)
Treasury stock                                 (386,600)     (193,300)                             (9,916,508)
Stock options exercised                          13,000       163,313
Cash dividends:
    Common stock                                                                                   (5,246,199)
    Preferred stock             __________   __________    __________   __________   __________    (1,068,750)   _________
                                                                                               ---------------
- ----------                    -----------    ----------    ----------   ----------
Balance at June 30, 1999       $90,000,000  $29,125,952   $20,365,299  $30,000,000  $60,454,469  $131,391,452  $(43,033,059)
                               ===========  ===========   ===========  ===========  ===========  ============  =============


The accompanying notes are an integral part of these statements.




<PAGE>
</TABLE>


                                  FIRST BANCORP

               PART I - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1 - NATURE OF BUSINESS

         First  BanCorp (the  Corporation)  was  organized on October 1st,  1998
under the laws of the  Commonwealth  of Puerto Rico to serve as the bank holding
company for FirstBank  Puerto Rico  (FirstBank or the Bank). As a result of this
reorganization  each of the  Bank's  outstanding  shares  of  common  stock  was
converted into one share of common stock of the new bank holding company.  First
BanCorp  is  subject  to  the  Federal  Bank  Holding  Company  Act  and  to the
regulations, supervision, and examination of the Federal Reserve Board.

         FirstBank, the Corporation's subsidiary, is a commercial bank chartered
under the laws of the Commonwealth of Puerto Rico. Its main office is located in
San Juan,  Puerto Rico, and has 41 full service banking  branches in Puerto Rico
and two in the U.S.  Virgin  Islands.  It also has loan  origination  offices in
Puerto Rico focusing on consumer  loans.  In addition,  through its wholly owned
subsidiaries,  FirstBank  operates other offices in Puerto Rico  specializing in
small personal loans,  finance leases and vehicle rental. The Bank is subject to
the supervision, examination and regulation by the Office of the Commissioner of
Financial  Institutions  of  Puerto  Rico  and  the  Federal  Deposit  Insurance
Corporation  (FDIC),  which insures its deposits through the Savings Association
Insurance Fund (SAIF).

2 - ACCOUNTING POLICIES

         The  accounting  and  reporting  policies  of the  Corporation  and its
subsidiaries  conform with generally  accepted  accounting  principles,  and, as
such,  include  amounts based on judgments,  estimates and  assumptions  made by
Management  that affect the reported  amounts of assets and  liabilities  at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses  during the reporting  periods.  Actual results could differ from those
estimates. The accompanying unaudited financial statements have been prepared in
accordance with the instructions for Form 10-Q. Complete  information  regarding
the financial  statements can be found in the notes to the financial  statements
for the year ended  December  31,  1998  contained  in the annual  report of the
Corporation.

         In the opinion of Management,  the accompanying  unaudited consolidated
statements of condition and the related  consolidated  statements of income,  of
comprehensive  income,  of cash flows,  and of changes in  stockholders'  equity
include all adjustments  (principally  consisting of normal recurring  accruals)
necessary for a fair  presentation of the  Corporation's  financial  position at
June 30, 1999,  and the results of  operations  and the cash flows for the three
and six months ended on June 30, 1999 and 1998.  The results of  operations  for
the three and six months ended on June 30, 1999 are not  necessarily  indicative
of the results to be expected for the entire year.

3 - STOCKHOLDERS' EQUITY

         Authorized  common  stock shares at June 30, 1999 and December 31, 1998
were  250,000,000,  with a par value of $1.00.  The  Corporation  has 29,125,952
shares issued and outstanding of common stock.

         Preferred stock

         The  Corporation  has 50,000,000  shares of authorized  preferred stock
with a par value of $1.  This  stock may be issued in series  and the  shares of
each  series  shall have such  rights and  preferences  as shall be fixed by the
Board of Directors when authorizing the issuance of that particular  series.  On
April 30, 1999, the Corporation  issued 3,600,000 shares of preferred stock. The
liquidation  value per share is $25.00.  Annual dividends of $1.78125 per share,
are payable monthly, if declared by the board of directors.

4 - EARNINGS PER COMMON SHARE

     The  calculations of earnings per common share for the three and six months
ended on June 30, 1999 and 1998 are as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                    Three months ended             Six months ended
                                                                           June 30,                      June 30,
                                                                     1999            1998          1999          1998
                                                                     ----            ----          ----          ----
(In thousands, except per share data)

Net income                                                          $15,394        $12,701         $29,535      $25,061

Less: Preferred stock dividend                                       (1,069)        ______          (1,069)      ______
                                                                   --------                       --------

Net income - attributable to common stockholders                    $14,325        $12,701         $28,466      $25,061
                                                                    =======        =======         =======      =======

    Earnings per common share - basic:

Weighted average common shares outstanding                           29,144         29,589          29,201       29,614
                                                                   --------        -------         -------      -------

Earnings per common share - basic                                 $    0.49       $   0.43        $   0.97     $   0.85
                                                                  =========       ========        ========     ========

    Earnings per common share - diluted:

Weighted average common shares and share equivalents:
    Average common shares outstanding                                29,144         29,589          29,201       29,614
    Common stock equivalents - Options                                  268            297             275          253
                                                                  ---------     ----------        --------    ---------
         Total                                                       29,412         29,887          29,476       29,867
                                                                   --------       --------         -------      -------

Earnings per common share - diluted                                $   0.49      $    0.43         $  0.97      $  0.84
                                                                   ========      =========         =======      =======
</TABLE>

         Stock options outstanding under the Corporation's stock option plan for
officers  are  common  stock  equivalents  and,  therefore,  considered  in  the
computation  of earnings  per common share - diluted.  Common stock  equivalents
were computed using the treasury stock method.

         The stock option plan must be recognized either by the fair value based
method or the intrinsic value based method.  The Corporation  uses the intrinsic
value based  method of  accounting.  Under the  intrinsic  value  based  method,
compensation cost is the excess, if any, of the quoted market price of the stock
at grant date or other  measurement date over the amount an employee must pay to
acquire the stock. If material,  entities using the intrinsic value based method
on awards granted to employees must make pro forma disclosures of net income and
earnings  per share,  as if the fair value based method of  accounting  had been
applied. Under the fair value based method, compensation cost is measured at the
grant date based on the value of the award and is  recognized  over the  service
period, which is usually the vesting period.

         During the three and six months  periods  ended on June 30,  1999,  the
Corporation granted 3,500 and 5,500 options,  respectively, to buy shares of the
Corporation's common stock. Each option granted in 1999 has an exercise price of
$26.44 (quarter) and $26.26 (semester),  equal to the quoted market price of the
stock at the grant date,  therefore no  compensation  cost was recognized on the
options granted.  During the three and six months period ended on June 30, 1998,
the Corporation granted 57,000 and 117,000 options,  respectively, to buy shares
of the  Corporation's  common stock.  Each option granted in 1998 has a weighted
exercise price of $27.75  (quarter) and $23.36  (semester),  equal to the quoted
market price of the stock at the grant date,  therefore no compensation cost was
recognized on the options granted.

         Had  compensation  cost for the stock options  granted been  determined
based on the fair  value at the grant  date the  Corporation's  net  income  and
earnings  per share would have been reduced to the pro forma  amounts  indicated
below:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Pro forma earnings per common share                               Three months ended                Six months ended
                                                                        June 30,                        June 30,
(In thousands except per share data)                           1999                1998           1999              1998
                                                               ----              ------            ----              ----

Net income attributable to common stockholders                  $14,287          $12,108         $28,404        $24,141

Earnings per common share - basic                                 $0.49            $0.41           $0.97          $0.82

Earnings per common share - diluted                               $0.49            $0.41           $0.96          $0.81
</TABLE>

         The Corporation uses the binomial model for the computation of the fair
value of each option  granted to buy shares of the  Corporation's  common stock.
The fair value of each option granted during the second quarter of 1999 and 1998
was estimated using the following  assumptions:  dividend growth of 22.4% (1999)
and 22.5% (1998); expected life of 10 years; expected volatility of 36.6% (1999)
and 27.6% (1998) and risk-free interest rate of 5.2% (1999) and 5.6% (1998). The
estimated fair value of the options  granted was $10.98 (1999) and $10.39 (1998)
per option.

         The fair value of each option granted during the first semester of 1999
and 1998 was estimated using the following assumptions: weighted dividend growth
of 22.0% (1999) and 21.2% (1998);  expected life of 10 years;  weighted expected
volatility of 36.1% (1999) and 28.6% (1998) and weighted risk-free interest rate
of 5.1% (1999) and 5.4% (1998). The weighted estimated fair value of the options
granted was $11.21 (1999) and $7.87 (1998) per option.



<PAGE>


5- DEBT SECURITIES HELD FOR TRADING

     At June 30, 1999 and December 31, 1998,  there were no securities  held for
trading purposes or options on such securities.

         The net gain from the sale of trading  securities  amounted  to $75,000
during the six months ended on June 30, 1999 and  $250,000  during the three and
six months ended June 30, 1998.  These earnings were included as trading income.
No net  revenue  from the sale of trading  securities  was  recorded  during the
second quarter of 1999.

6 - DEBT SECURITIES

         The amortized  cost,  gross  unrealized  gains and losses,  approximate
market value,  taxable equivalent  weighted average yield and maturities of debt
securities were as follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Debt securities available for sale
                                                                  (Dollars in thousands)
                                            June 30, 1999                            December 31, 1998
                                                                    Weighted                                          Weighted
                            Amortized     Unrealized        Market   Average  Amortized       Unrealized      Market   average
                              cost       gains  (losses)    value    yield%     cost        gains( losses)    value     yield%
U.S. Treasury Securities:
     After 5 to 10 years   $  39,553           $(2,728)     $36,825   4.91
     After 10 years           67,424            (5,124)      62,300   5.91
Obligations of other U.S.
 Government Agencies:
     Within 1 year           243,368               (56)     243,313   4.71   $240,040      $ 51             $240,091    5.00
     After 10 years           26,522            (2,210)      24,313   8.43     25,619              $(159)     25,460    8.32
Puerto Rico Government
 Obligations:
     After 10 years            5,296    $15    _______        5,311   6.99      2,964        96     ____       3,060    7.18
                          ----------   ----             -----------       -----------    ------          -----------
Total                       $382,163    $15   $(10,118)    $372,062   5.23   $268,623      $147    $(159)   $268,611    5.35
                            ========    ===   ========     ========          ========      ====    =====    ========

Mortgage  backed  securities-  Federal Home Loan  Mortgage  Corporation  (FHLMC)
certificates:
  Within 1 year             $  2,885                        $ 2,885   6.35 $    4,564    $   19            $   4,583    7.84
  After 1 to 5 years              83   $  2                      85  10.28      1,001         9                1,010    8.14
  After 5 to 10 years         11,677             $(123)      11,554   7.17     10,169       149               10,318    7.68
  After 10 years              26,198    336      _____       26,534   9.45     32,363       802               33,166    9.07
                            --------   ----                 -------       -----------    ------ --------  ----------
                              40,844    338       (123)      41,059   8.56     48,098       979               49,077    8.64
                            --------      ----       ------ -------             ----------- ------  ------------------
Government National
 Mortgage Association
(GNMA) certificates:
  After 5 to 10 years          3,969               (74)       3,894   6.48
  After 10 years           1,051,305  1,432    (49,905)   1,002,833   7.12  1,411,369     9,936    $(357)  1,420,947    6.91
                           ---------  -----    -------    ---------         ---------     -----    -----   ---------
                           1,055,274  1,432    (49,979)   1,006,727   7.11  1,411,369     9,936     (357)  1,420,947    6.91
                           ---------  -----    -------    ---------         ---------     -----    -----   ---------


<PAGE>


Federal National
 Mortgage Association
(FNMA) certificates:
  Within 1 year                1,290                (1)       1,289   6.63        157         1                  158    8.23
  After 1 to 5 years             835      8                     843   8.94      2,691        30                2,721    8.40
  After 5 to 10 years                                                             274        11                  285   10.28
  After 10 years              12,860    472        (39)      13,294  10.33     14,299       605      (10)     14,894   10.35
                         ----------- -----------------  -----------          --------     -----    -----  ----------
                              14,985    480        (40)      15,426  10.10     17,422       646      (10)     18,058   10.02
                         ----------- -----------------  -----------          --------     -----    -----  ----------
Mortgage pass through
 certificates:
After 10 years                 2,582    703    _______        3,285   9.51       2,764      767    _____       3,530    9.33
                       --------------------            ------------          ---------  --------         -----------

Real Estate Mortgage
 Interest Conduit:
  Within 1 year                  651      40   _______           691 18.17
                     -----------------------          --------------
  After 1 to 5 years                                                              865        62                  927   11.63
                                                                        -------------     --------------------------
Total                     $1,114,336 $2,993   $(50,142)  $1,067,188   7.22 $1,480,516   $12,390    $(367) $1,492,539    7.02
                          ========== ======   ========   ==========        ==========   =======    =====  ==========

Other Investment:
   After 5 to 10 years        $1,922             $(127)      $1,795  17.23     $1,964              $(344)     $1,620   15.76
                              ======             =====       ======            ======              =====      ======

Debt securities held to maturity
                                                                    (Dollars in thousands)
                                             June 30, 1999                            December 31, 1998
                                                                    Weighted                                          Weighted
                            Amortized     Unrealized        Market   Average  Amortized       Unrealized      Market   average
                              cost       gains  (losses)    value    yield%     cost        gains( losses)    value     yield%

Obligations of other U.S.
 Government Agencies:
   Within 1 year                                                              $   500           $  (2)     $   498   3.37
   After 10 years               $70,649         $(4,545)  $66,104     9.12     23,051     $569              23,620  10.20
   Puerto Rico Government
    Obligations:
    After 10 years                3,480    $ 200  _____     3,680     7.53      3,371      204               3,575   7.41
                              ---------    -----        ---------           ---------   -------------     --------
   Total                        $74,129    $ 200$(4,545)  $69,784     9.04    $26,922    $ 773   $ (2)     $27,693   9.73
                                =======    ============   =======             =======    =====   ====      =======
Mortgage backed securities:
   Government National
   Mortgage Association
   (GNMA) certificates
      After 10 years           $186,636         $(2,451) $184,185     7.87
                               ========         =======  ========
</TABLE>

         Maturities for mortgage  backed  securities are based upon  contractual
terms assuming no repayments. The weighted average yield on debt securities held
for  sale is based on  amortized  cost,  therefore  it does not give  effect  to
changes in fair value.


<PAGE>


7 - INVESTMENT IN FHLB STOCK

         At June 30, 1999 and December 31, 1998,  there were investments in FHLB
stock with book value and estimated market value of $17,826,500 and $10,270,600,
respectively.   The  estimated  market  value  of  such  investments  are  their
redemption values.

8- IMPAIRED LOANS

         At June 30, 1999,  the  Corporation  had $4.3 million ($14.3 million at
December  31,  1998)  in  commercial  and  real  estate  loans  over  $1,000,000
considered  impaired with an allowance of $1.0 million ($3.8 million at December
31,  1998).  As of both  periods,  no increases in the provision for loan losses
were  necessary,  since the  allowance  provided  already  covered the estimated
impairment.  There were no consumer loans over $1,000,000 considered impaired as
of June 30, 1999 and December  31,  1998.  The average  recorded  investment  in
impaired  loans  amounted to $9.3  million for the six months  ended on June 30,
1999 (1998 - $13.0  million).  Interest  income in the  amount of  approximately
$164,000 and $373,000 was  recognized on impaired  loans for the period ended on
June 30, 1999 and 1998, respectively.


<PAGE>


9 - LOANS RECEIVABLE

         The following is a detail of the loan portfolio:
<TABLE>
<S>                                                                               <C>                     <C>
                                                                             June 30,            December 31,
                                                                                1999                     1998
                                                                         ------------------    --------------
Real estate loans:
Secured by first mortgages:
    Residential                                                             $250,639,934            $237,560,711
    Insured by government agencies:
       Federal Housing Administration and Veterans
         Administration                                                        6,555,612               8,185,232
       Puerto Rico Housing Bank and Finance Agency                            35,812,190              38,515,744
Secured by second mortgages                                                    5,523,788               4,956,196
                                                                       -----------------         ---------------
                                                                             298,531,524             289,217,883
    Deferred loan and commitment fees - net                                   (6,093,639)            ( 6,848,311)
                                                                       -----------------         ---------------
Real estate loans                                                            292,437,885             282,369,572
                                                                         ---------------           -------------

Construction, land acquisition and land improvements                         214,397,767             161,498,219
Undisbursed portion of loans in process                                     (123,780,835)            (98,535,025)
                                                                         ---------------          --------------
Construction loans                                                            90,616,932              62,963,194
                                                                        ----------------          --------------

Commercial loans:
    Commercial loans                                                         471,211,126             368,548,532
    Commercial mortgage                                                      392,678,043             332,219,186
                                                                         ---------------          --------------
Commercial loans                                                             863,889,169             700,767,718
                                                                         ---------------          --------------

Finance leases                                                                69,609,534              52,214,183
                                                                        ----------------          --------------

Consumer and other loans:
    Personal                                                                 454,062,877             463,052,946
    Personal lines of credit                                                   9,178,048               9,535,354
    Auto                                                                     526,085,991             512,116,471
    Boat                                                                      33,909,401              32,208,879
    Credit card                                                              123,968,105             125,955,592
    Home equity reserve loans                                                  2,946,220               3,385,220
    Unearned interest                                                       (149,401,038)           (145,284,440)
                                                                        ----------------         ---------------
                                                                           1,000,749,604           1,000,970,022
Agency for International Development                                             117,400                 128,066
                                                                     -------------------      ------------------
Consumer and other loans                                                   1,000,867,004           1,001,098,088
                                                                         ---------------          --------------
Loans receivable                                                           2,317,420,524           2,099,412,756
Loans held for sale                                                           29,828,901              20,641,628
                                                                       -----------------       -----------------
Total loans                                                                2,347,249,425           2,120,054,384
Allowance for loan losses                                                    (70,761,579)            (67,854,066)
                                                                       -----------------       -----------------
Total loans-net                                                           $2,276,487,846          $2,052,200,318
                                                                          ==============          ==============
</TABLE>


<PAGE>


10 - SEGMENT INFORMATION

          The  Corporation  has  three  reportable  segments:  Retail  business,
Treasury  and  Investments,   and  Commercial  Corporate  business.   Management
determined  the  reportable  segments  based on the internal  reporting  used to
evaluate  performance and to assess where to allocate  resources.  Other factors
such  as  the  Corporation's  organizational  chart,  nature  of  the  products,
distribution channels and the economic characteristics of the products were also
considered in the determination of the reportable segments.

          The Retail business segment is composed of the Corporation's  branches
and loan  centers  together  with the retail  products of deposits  and consumer
loans. Certain small commercial loans originated by the branches are included in
the Retail business. Consumer loans include loans such as personal,  residential
real estate, auto, credit card and small loans. Finance leases are also included
in Retail business.  The Commercial  Corporate segment is composed of commercial
loans and corporate services such as letters of credit and cash management.  The
Treasury and Investment  segment is responsible for the  Corporation  investment
portfolio and treasury functions.

     The accounting  policies of the segments are the same as those described in
Note 2 - "Summary of Significant Accounting Policies."

          The Corporation evaluates the performance of the segments based on net
interest income after the estimated  provision for loan losses. The segments are
also  evaluated  based on the  average  volume of its  earning  assets  less the
allowance for loan losses.

          The only intersegment transaction is the net transfer of funds between
the  segments  and  the  Treasury  and  Investment  segment.  The  Treasury  and
Investment  segment sells funds to the Retail and Commercial  Corporate segments
to finance  their  lending  activities  and  purchases  funds  gathered by those
segments.  The  interest  rates charge or credit by  Investment  and Treasury is
based on market rates.


<PAGE>


          The following table presents information about the reportable segments
(in thousands):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                               Treasury and      Commercial
                                                                   Retail      Investments         Corporate      Total
For the quarter ended June 30, 1999:
Interest income                                                    $42,176           $24,203         $20,876       $87,255
Net (charge) credit for transfer of funds                            1,897             7,911          (9,808)
Interest expense                                                   (14,159)          (26,756)                      (40,915)
Net interest income                                                 29,914             5,358          11,068        46,340
Provision for loan losses                                          (12,472)                             (478)      (12,950)
Segment income                                                      17,442             5,358          10,590        33,390
Average earning assets                                          $1,320,395        $1,570,105        $837,868    $3,728,368

For the period ended June 30, 1999:
Interest income                                                    $88,689           $51,473         $34,237      $174,399
Net (charge) credit for transfer of funds                           (1,369)           20,070         (18,701)
Interest expense                                                   (27,490)          (55,970)                      (83,460)
Net interest income                                                 59,830            15,573          15,536        90,939
Provision for loan losses                                          (25,237)                           (1,513)      (26,750)
Segment income                                                      34,593            15,573          14,023        64,189
Average earning assets                                          $1,314,811        $1,661,486        $800,981    $3,777,278

                                                                               Treasury and      Commercial
                                                                   Retail      Investments         Corporate      Total

For the quarter ended June 30, 1998:
Interest income                                                    $45,027           $19,955         $12,587       $77,569
Net (charge) credit for transfer of funds                            1,333             5,652          (6,985)
Interest expense                                                   (15,046)          (21,490)                      (36,536)
Net interest income                                                 31,314             4,117           5,602        41,033
Provision for loan losses                                          (13,884)                              (45)      (13,929)
Segment income                                                      17,430             4,117           5,557        27,104
Average earning assets                                          $1,304,242        $1,223,149        $597,856    $3,125,247

For the period ended June 30, 1998:
Interest income                                                    $88,983           $40,845         $24,970      $154,798
Net (charge) credit for transfer of funds                            1,892            12,054         (13,946)
Interest expense                                                   (29,677)          (43,648)                      (73,325)
Net interest income                                                 61,198             9,252          11,023        81,473
Provision for loan losses                                          (34,852)                             (815)      (35,667)
Segment income                                                      26,346             9,252          10,208        45,806
Average earning assets                                          $1,319,541        $1,248,241        $593,232    $3,161,014


<PAGE>


         The following table presents a reconciliation of the reportable segment
financial information to the consolidated totals (in thousands):
                                                                 Three months ended                  Six months ended
                                                                      June 30,                             June 30,
                                                                 1999           1998              1999            1998
                                                             -------------   -----------      -----------     --------
Interest income:
Total interest income for segments                              $87,255         $77,569          $174,399        $154,798
Interest income credited to expense accounts                                        162                               331
     Total consolidated interest income                         $87,255         $77,731          $174,399        $155,129

Net income:
Total income for segments                                       $33,390         $27,104           $64,189          45,806
Other income                                                      7,526           8,848            15,694          25,600
Operating expenses                                              (24,212)        (22,211)          (47,898)        (43,635)
Income taxes                                                     (1,311)         (1,040)           (2,450)         (2,710)
     Total consolidated net income                              $15,393         $12,701           $29,535         $25,061

Average assets:
Total average earning assets for segments                    $3,728,368      $3,125,247        $3,777,278      $3,161,014
Average non earning assets                                      191,227         148,939           177,135         151,783
     Total consolidated average assets                       $3,919,595      $3,274,186        $3,954,413      $3,312,797



<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

      SELECTED FINANCIAL DATA

                                                                    Three Months Ended      Six Months Ended
                                                                        June 30,                  June 30,
                                                                  1999          1998         1999         1998
                                                               ----------     --------    ---------     ------
  Condensed income statements (in thousands):
      Interest income                                             $87,256      $77,731     $174,398     $155,129
      Interest expense                                             40,915       36,537       83,460       73,327
                                                                 --------      -------    ---------     --------
      Net interest income                                          46,341       41,194       90,938       81,802
      Provision for loan losses                                    12,950       13,929       26,750       35,667
                                                                 --------      -------    ---------     --------
      Net interest income after provision
       for loan losses                                             33,391       27,265       64,189       46,135
      Other income                                                  7,498        7,283       14,386       13,917
      Gain on sale of investments                                      28        1,565        1,308       11,683
      Other operating expense                                      24,213       22,372       47,898       43,964
                                                                 --------     --------     --------    --------
      Net income before income tax expense                         16,705       13,741       31,985       27,771
      Income tax expense                                            1,311        1,040        2,450        2,710
                                                                ---------     --------    ---------    ---------
      Net income                                                  $15,394      $12,701      $29,535      $25,061
                                                                  =======      =======      =======      =======
  Per common share results:
      Net income per common share - basic                           $0.49        $0.43        $0.97        $0.85
      Net income per common share - diluted                         $0.49        $0.43        $0.97        $0.84
      Cash dividends declared                                       $0.09       $0.075        $0.18        $0.15
  Selected financial ratios (in percent):
      Average yield on earning assets (1)                            9.38        10.17         9.43        10.12
      Cost of interest bearing liabilities                           4.87         5.12         4.89         5.10
      Interest rate spread (1)                                       4.51         5.05         4.54         5.02
      Net interest margin (1)                                        5.10         5.57         5.08         5.53
      Net income to average total assets                             1.57         1.55         1.49         1.51
      Net income to average total equity                            20.20        20.88        20.92        20.57
      Net income to average common equity                           23.53        20.88        22.64        20.57
      Average equity to average total assets                         7.78         7.43         7.14         7.35
      Dividend payout ratio                                         18.31        17.48        18.43        17.71
      Efficiency ratio (2)                                          44.97        46.15        45.48        45.93

                                                                                         June 30,        December 31,
                                                                                          1999               1998
                                                                                          ----               ----
  Regulatory Capital Ratios (in percent):
      Total Capital to risk weighted assets                                              19.75               17.39
      Tier 1 Capital to risk weighted assets                                             14.57               11.55
      Tier 1 Capital to average assets                                                    8.87                6.59

Balance sheet data (in thousands):
       Loans and loans held for sale (net of unearned interest)                         $2,347,249       $2,120,054
       Allowance for possible loan losses                                                   70,762           67,854
       Investments                                                                       1,781,087        1,800,489
       Total assets                                                                      4,272,543        4,017,352
       Deposits                                                                          2,212,299        1,775,045
       Borrowings                                                                        1,696,227        1,930,488
       Total capital                                                                       318,304          270,368

  Number of full service branches                                                               43               40
  Loan origination offices                                                                      43               45

  (1) On a taxable equivalent basis.
  (2) Other  operating  expenses  to the sum of net  interest  income  and other
income.

</TABLE>

<PAGE>


        RESULTS OF OPERATIONS

        First  BanCorp's  results of operations  depend  primarily  upon its net
interest income,  which is the difference  between the interest income earned on
its earning assets,  including investment securities and loans, and the interest
expense on its interest bearing  liabilities  including deposits and borrowings.
The  Corporation's  results of operations  also depend on the provision for loan
losses;  other  income,  mainly  service  charges  and fees on loans;  operating
expenses,  such as personnel,  occupancy and other costs; and on gains or losses
on sales of securities.

        For the  quarter  ended  on June  30,  1999,  the  Corporation  recorded
earnings of  $15,393,514  or $0.49 per common share (basic and  diluted),  a per
share increase of 14% as compared to earnings of $12,700,723 or $0.43 per common
share (basic and diluted) for the second  quarter of 1998.  Earnings for the six
months ended on June 30,1999  amounted to  $29,534,729 or $0.97 per common share
(basic and diluted),  as compared to earnings of $25,061,405 or $0.85 per common
share (basic) and $0.84 per common share  (diluted) for the same period of 1998.
On a per share basis-diluted, earnings for the six months ended on June 30, 1999
increased  by 15.5% as compared to earnings for the six months ended on June 30,
1998.

Net Interest Income

        Net interest  income for the three and six months ended on June 30, 1999
increased by $5.1 million and $9.1 million,  respectively,  as compared with the
same periods in 1998;  or by $4.4 million and $9.1 million,  respectively,  on a
taxable equivalent basis. The interest rate spread and net interest margin, on a
taxable  equivalent basis,  amounted to 4.51% and 5.10%,  respectively,  for the
second  quarter of 1999 as  compared to 5.05% and 5.57%,  respectively,  for the
second quarter of 1998. The interest rate spread and net interest  margin,  on a
taxable equivalent basis, amounted to 4.54% and 5.08%, respectively, for the six
months ended on June 30, 1999 as compared to 5.02% and 5.53%, respectively,  for
the six months ended on June 30, 1998.

        Part I of the following  table presents  average  volumes and rates on a
taxable  equivalent  basis and Part II describes the respective  extent to which
changes in interest rates and changes in volume of  interest-related  assets and
liabilities have affected the Corporation's interest income and interest expense
during the periods  indicated.  For each category of earning assets and interest
bearing  liabilities,  information  is provided on changes  attributable  to (i)
changes in volume (changes in volume  multiplied by old rates),  (ii) changes in
rate (changes in rate multiplied by old volumes). Rate-volume variances (changes
in rate  multiplied by the changes in volume) have been allocated to the changes
in volume and  changes in rate based  upon their  respective  percentage  of the
combined totals.



<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


PART I                                                                  Three months ended June 30,
                                                 Average volume      Interest  income (1) /expense        Average rate (1)
                                           1999              1998           1999             1998          1999     1998
                                           ----              ----           ----             ----          ----     ----
                                                                            (Dollars in thousands)
Earning assets:
  Deposits at banks and other
    short-term investments            $       14,100      $     1,508       $    168    $      30        4.78%       7.98%
  Government obligations                     432,089          352,657          6,264        5,516        5.81%       6.27%
  Mortgage backed securities               1,136,197          862,091         19,150       16,604        6.76%       7.73%
  FHLB stock                                  17,827           10,271            300          191        6.75%       7.46%
  Other investment                             1,958              646             83           19       17.04%      11.80%
                                      -------------- ----------------    -----------  -----------
   Total investments                       1,602,170        1,227,173         25,965       22,360        6.50%       7.31%
                                         -----------      -----------       --------     --------
  Residential real estate loans              316,297          285,388          7,799        8,024        9.89%      11.28%
  Construction                                76,100           11,672          1,656          294        8.73%      10.10%
  Commercial loans                           768,742          593,336         18,550       13,969        9.68%       9.44%
  Finance leases                              63,985           38,388          2,085        1,855       13.07%      19.38%
  Consumer loans                           1,002,878        1,032,914         33,544       34,325       13.42%      13.33%
                                         -----------      -----------       --------     --------
Total loans (2)                            2,228,003        1,961,699         63,634       58,467       11.46%      11.95%
                                         -----------      -----------       --------     --------
    Total earning assets                  $3,830,173       $3,188,872        $89,598      $80,826        9.38%      10.17%
                                          ==========       ==========        =======      =======

Interest-bearing liabilities:
  Deposits                                $1,787,296       $1,467,922        $20,554      $17,235        4.61%       4.71%
  Other borrowed funds                     1,585,331        1,387,694         20,354       19,221        5.15%       5.56%
  FHLB advances                                  663            5,810              8           83        4.84%       5.73%
                                     ---------------   --------------   ------------  -----------
  Total interest-bearing liabilities      $3,373,289       $2,861,426        $40,916      $36,539        4.87%       5.12%
                                          ==========       ==========        =======      =======
Net interest income                                                          $48,682      $44,287
                                                                             =======      =======
Interest rate spread                                                                                     4.51%       5.05%
Net interest margin                                                                                      5.10%       5.57%

                                                                           Six months ended June 30,
                                                 Average volume         Interest  income (1) /expense    Average rate (1)
                                           1999              1998           1999             1998          1999     1998
                                           ----              ----           ----             ----          ----     ----
                                                                             (Dollars in thousands)
Earning assets:
  Deposits at banks and other
    short-term investments            $       11,360      $     6,214       $    215    $     159        3.82%       5.16%
  Government obligations                     367,059          376,193         10,581       11,918        5.81%       6.39%
  Mortgage backed securities               1,288,010          864,079         45,295       33,466        7.09%       7.81%
  FHLB stock                                  14,487           10,234            483          377        6.72%       7.43%
  Other investment                             1,961              325            163           26       16.77%      16.06%
                                      -------------- ----------------    -----------  -----------
   Total investments                       1,682,877        1,257,045         56,738       45,946        6.80%       7.37%
                                         -----------      -----------       --------     --------
  Residential real estate loans              311,201          283,984         15,806       15,729       10.24%      11.17%
  Construction                                69,516           11,763          3,031          531        8.79%       9.10%
  Commercial loans                           738,395          581,469         33,814       27,372        9.23%       9.49%
  Finance leases                              60,014           39,567          3,923        3,069       13.18%      15.64%
  Consumer loans                           1,005,974        1,047,597         67,577       68,984       13.55%      13.28%
                                         -----------      -----------     ----------   ----------
Total loans (2)                            2,185,100        1,964,380        124,151      115,685       11.46%      11.88%
                                         -----------      -----------     ----------    ---------
    Total earning assets                  $3,867,978       $3,221,425       $180,889     $161,631        9.43%      10.12%
                                          ==========       ==========       ========     ========

Interest-bearing liabilities:
  Deposits                                $1,701,000       $1,464,574        $38,847      $34,267        4.61%       4.72%
  Other borrowed funds                     1,739,268        1,427,137         44,578       38,920        5.17%       5.50%
  FHLB advances                                1,486            4,920             36          141        4.88%       5.78%
                                     ---------------   --------------   ------------  -----------
  Total interest-bearing liabilities      $3,441,754       $2,896,631        $83,461      $73,328        4.89%       5.10%
                                          ==========       ==========        =======      =======
Net interest income                                                          $97,428      $88,303
                                                                             =======      =======
Interest rate spread                                                                                     4.54%       5.02%
Net interest margin                                                                                      5.08%       5.53%


     (1) On a tax  equivalent  basis.  The tax  equivalent  yield  was  computed
dividing the interest  rate spread on exempt  assets by (1-  statutory tax rate)
and adding to it the cost of interest  bearing  liabilities.  When adjusted to a
tax equivalent basis, yields on taxable and exempt assets are comparative.

     (2) Non-accruing loans are included in the average balances.
</TABLE>

<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


 PART II                                      Three months ended on June 30,          Six months ended on June 30,
                                                    1999 compared to 1998                1999 compared to 1998
                                        -------------------------------------        -------------------------------
                                           Variance        Variance                  Variance    Variance
                                            due to         due to     Total           due to      due to       Total
                                             volume         rate     variance         volume       rate      variance
                                                                         (In thousands)
Interest income on earning assets:
  Deposits at banks and other
   short-term investments                       $201     $    (63)    $   138         $   116    $    (60)  $      56
  Government obligations                       1,200         (452)        748            (284)     (1,053)     (1,337)
  Mortgage backed securities                   4,960       (2,414)      2,546          15,745      (3,916)     11,829
  FHLB stock                                     134          (25)        109             150         (44)        106
  Other investment                                53           11          64             133           1         134
                                           ---------    ---------    --------       ---------    --------  ----------
     Total investments                         6,548       (2,943)      3,605          15,860      (5,072)     10,788
                                             -------      --------     ------         -------      ------      ------
  Consumer loans                              (1,003)         222        (781)         (2,786)      1,379      (1,406)
  Real estate loans                              818       (1,043)       (225)          1,457      (1,380)         77
  Construction loans                           1,515         (153)      1,362           2,574         (74)      2,500
  Commercial loans                             4,225          356       4,581           7,321        (879)      6,442
  Finance leases                               1,036         (806)        230           1,470        (616)        854
                                             -------     --------    --------        --------     -------    --------
     Total loans                               6,591       (1,424)      5,167          10,036       1,570       8,466
                                             -------      -------    --------         -------      ------     -------
     Total interest income                    13,139       (4,367)      8,772          25,896      (6,642)     19,254
                                              ------      -------    --------         -------      ------      ------

Interest expense on interest bearing liabilities:
  Deposits                                     3,717         (398)      3,319           5,492        (912)      4,580
  Other borrowed funds                         2,643       (1,510)      1,133           8,301      (2,643)      5,658
  FHLB advances                                  (64)         (11)        (75)            (86)        (19)       (105)
                                          ----------     --------   ----------     ----------   ----------  ---------
     Total interest expense                    6,296       (1,919)      4,377          13,707      (3,574)     10,133
                                            --------   ----------    --------        --------    --------     -------
Change in net interest income                $ 6,842      $(2,447)    $ 4,395         $12,189     $(3,065)     $9,124
                                             =======      =======     =======         =======     =======      ======
</TABLE>

        Total interest income includes tax equivalent  adjustments  based on the
Puerto Rico income tax rate of $2.3  million and $6.5  million for the three and
six months ended on June 30, 1999,  and of $3.1 million and $6.5 million for the
three and six months ended on June 30, 1998. The  adjustments  have been made on
debt securities (primarily United States and Puerto Rico government obligations)
and on loans  guaranteed by United States and Puerto Rico  government  agencies.
The computation  considers the interest expense  disallowance as required by the
Puerto Rico tax law.

        Interest Income

        Interest  income  increased  by $9.5  million and $19.3  million for the
three and six months  ended on June 30, 1999 as compared to the same periods for
1998. When adjusted to a taxable equivalent basis,  interest income increased by
$8.8  million and $19.3  million for the three and six months  ended on June 30,
1999 as compared to the same periods in 1998. The yield on earning assets,  on a
taxable  equivalent  basis,  amounted  to 9.38% and 10.17% for the three  months
ended on June 30, 1999 and 1998,  respectively  and 9.43% and 10.12% for the six
months ended on June 30, 1999 and 1998,  respectively.  The  improvement  in the
interest income for the periods  analyzed was due to the increase in the average
volume of earning  assets.  The average  volume of earning  assets  increased by
$641.3 million and $646.6 million for the three and six months ended on June 30,
1999  respectively as compared to the same periods in 1998. Most of the increase
in earning assets was recorded on the investment  portfolio.  The average volume
of total  investments  increased  by $375.0  million and $425.8  million for the
three and six months  period  ended on June 30, 1999 as  compared  with the same
periods in 1998. This increase was concentrated in mortgage backed securities.

        Interest  income was also  positively  affected  by an  increase  in the
volume of loans.  The average  volume of loans  increased by $266.3  million and
$220.7  million for the three and six months  ended on June 30, 1999 as compared
with the same periods in 1998,  due to an increase in real estate and commercial
loans. Residential real estate, construction loans, commercial loans and finance
leases  increased by $27.2  million,  $57.8  million,  $156.9  million and $20.4
million,  respectively, for the six months ended on June 30, 1999 as compared to
the same  period in 1998,  partially  offset by a decrease  of $41.6  million in
consumer loans. The increase in construction and commercial loans was the result
of the  Corporation's  strategy  of  diversifying  its  asset  base,  which  was
concentrated  in consumer  loans.  The decrease in consumer loans was due to the
tightening of the underwriting standards effective in 1997 as a way of improving
the credit quality of the portfolio.

        Interest Expense

        Interest  expense  increased by $4.4  million and $10.1  million for the
three  and six  months  ended  on June 30,  1999 as  compared  with the  amounts
recorded in the same  periods of 1998.  The  increase was the result of a higher
volume of interest  bearing  liabilities  used to fund the  increase on interest
earning assets.  The increase in interest expense due to volume amounted to $6.3
million and $13.7 million for the three and six months ended on June 30, 1999 as
compared  to the  same  periods  ended on June 30,  1998.  The cost of  interest
bearing liabilities  decreased from 5.12% and 5.10% for the three and six months
period  ended on June 30,  1998 to 4.87% and 4.89% for the three and six  months
period ended on June 30, 1999.

Provision for Loan Losses

         For the three and six months  ended on June 30, 1999,  the  Corporation
provided $12.9 million and $26.7 million, respectively, for possible loan losses
as  compared  to $13.9  million and $35.7  million,  respectively,  for the same
periods of 1998. The provision for loan losses  recorded  during 1999 reflects a
lower  provision  need due to an  improvement  in the credit quality of the loan
portfolio.

        The  Corporation  maintains an allowance for possible loan losses on its
portfolio at a level that Management considers adequate to provide for potential
losses in the portfolio  based upon an  evaluation of known and inherent  risks.
The Corporation  establishes a quarterly  allowance for loan losses based on the
asset  classification  report to cover the total amount of any assets classified
as a "loss," the  potential  loss  exposure of other  classified  assets,  and a
percentage of the assets not classified.  The adequacy of the allowance for loan
losses is also based upon a number of additional  factors  including  historical
loan loss  experience,  current  economic  conditions,  value of the  underlying
collateral,  financial  condition of the borrowers and other pertinent  factors.
Although  Management  believes  that the  allowance for loan losses is adequate,
factors beyond the Corporation's control, including factors affecting the Puerto
Rico economy,  may contribute to delinquencies  and defaults thus  necessitating
additional reserves.


<PAGE>



        The  following  table  sets forth an  analysis  of the  activity  in the
allowance for possible loan losses during the periods indicated:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                  Three months ended                Six months ended
                                                                        June 30,                         June 30,
                                                                 1999               1998           1999            1998
                                                            ---------          ---------        ---------       ---------
                                                                                   (Dollars in thousands)
   Allowance for loan losses, beginning of period             $68,717           $59,628          $67,854        $57,712
   Provision for loan losses                                   12,950            13,929           26,750         35,667
                                                             --------          --------          -------       --------
   Loans charged-off:
     Residential real estate                                      (25)                               (41)
     Construction                                                                   (51)                           (121)
     Commercial                                                  (182)             (134)            (702)          (168)
     Finance leases                                              (535)             (251)          (1,032)          (981)
     Consumer                                                 (12,491)          (15,422)         (25,751)       (35,692)
     Other assets                                                (117)             (214)            (413)          (481)
                                                            ---------         ---------        ---------       --------
     Total charge-offs                                        (13,350)          (16,072)         (27,939)       (37,443)
                                                             --------           -------          -------       --------
   Recoveries of loans previously charged-off:
     Residential real estate                                        1                                  1
     Construction
     Commercial                                                    51               232               75            295
     Finance leases                                               590                29              618             59
     Consumer                                                   1,691             1,466            3,183          2,853
     Other assets                                                 111                35              221            104
                                                           ----------        ----------       ----------     ----------
       Total recoveries                                         2,444             1,762            4,098          3,311
                                                            ---------          --------        ---------    -----------
   Net charge-offs                                            (10,905)          (14,310)         (23,842)       (34,132)
                                                             --------          --------         ---------     ---------
   Other adjustment                                            ______               331                             331
                                                                              ---------    -------------     ----------
Allowance for loan losses, end of period                      $70,762           $59,578          $70,762        $59,578
                                                              =======           =======          =======        =======
   Allowance for loan losses to total loans
      and loans held for sale                                   3.01%             3.03%            3.01%          3.03%
   Net charge-offs annualized to average loans
    outstanding during the period (1)                           1.96%             2.92%            2.20%          3.27%

(1)   The  ratio  for  the six  months  ended  on June  30,  1998  excludes  the
      annualization  of $4.5  million  special  one - time write off of personal
      unsecured loan in bankruptcy  status as the result of the change in policy
      during the first quarter of 1998.

</TABLE>

<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


Other Income
                                                           Three months ended                 Six months ended
                                                                  June 30,                         June 30,
                                                           1999              1998            1999              1998
                                                    ----------------   --------------   -------------      --------


   Service charges on deposit accounts                  $2,056,634        $1,901,966       $3,961,378       $ 3,915,348
   Other fees on loans                                   3,075,093         2,791,983        5,916,423         5,441,537
   Fees on loans serviced for others                       220,757           440,852          488,307           935,068
   Mortgage banking activities                              11,549                             11,549             2,478
   Rental income                                           595,110           532,047        1,236,707           999,215
   Other operating income                                1,538,991         1,366,399        2,696,603         2,373,435
                                                       -----------        ----------     ------------     -------------
       Subtotal                                          7,498,134         7,033,247       14,310,967        13,667,081
   Gain on sale of investments                              27,775         1,564,696        1,308,286        11,683,069
   Trading income                                        _________           250,000           75,000           250,000
                                                                        ------------  ---------------    --------------
       Total                                            $7,525,909        $8,847,943      $15,694,253       $25,600,150
                                                        ==========        ==========      ===========       ===========
</TABLE>

         Other income primarily consists of service charges on deposit accounts,
fees on loans,  servicing  income,  commissions  derived  from  various  banking
activities, the results of trading activities and gains on sale of investments.

         Other  income  before  gains on the  sale of  investments  and  trading
activities increased by $464,887 and $643,886 for the three and six months ended
on June 30, 1999 as compared to the same periods in 1998.

         Service charges on deposit  accounts  represent an important and stable
source of other income for the Corporation.

         Other fees on loans consist mainly of credit card fees and late charges
collected  on loans.  The  increase in this source of income to $3.1 million and
$5.9  million  for the three  and six  months  ended on June 30,  1999 from $2.8
million  and  $5.4  million  during  the  same  periods  in 1998 was due to fees
generated on the increased portfolio of commercial loans.

         Fees on loans serviced for others primarily  reflect the servicing fees
for the auto loan  securitizations  closed in 1995. It also  includes  servicing
fees  on  residential   mortgage  loans   originated  by  the   Corporation  and
subsequently  securitized.  Due to the  repayment  of the  auto  loan  portfolio
securitized in 1995, the related  servicing  income decreased during the periods
ended on June 30, 1999 as compared to the same periods in 1998.

         The  Corporation's  second tier  subsidiary,  First  Leasing and Rental
Corporation, generates income on the rental of various types of motor vehicles.

         The other operating income category is composed of  miscellaneous  fees
such as check fees and rental of safe deposit boxes.

         The Corporation  recorded $27,775 and $1.3 million during the three and
six months  ended June 30, 1999 and $1.6  million and $11.7  million  during the
three and six  months  ended  June 30,  1998 from  gains on sale of  investments
securities. These sales of investments were realized as the market opportunities
arose and in response to the Corporation's investment policies.

Other Operating Expenses

        The following table presents the detail of other operating  expenses for
the periods indicated:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                             Three months ended                 Six months ended
                                                                   June 30,                         June 30,
                                                         1999                1998             1999              1998
                                                     -------------      ---------------     ------------    ----------


   Employees' compensation and benefits                $11,346,767       $10,539,097        $22,568,586      $20,739,171
   Occupancy and equipment                               4,744,521         4,087,178          9,443,908        8,060,060
   Taxes and insurance                                   1,631,492         1,710,622          3,262,973        3,415,883
   Net cost (gain) of operations and
    disposition of other real estate owned                (305,162)           (2,754)          (300,376)          15,716
   Amortization of debt issuance costs                     152,911           177,296            311,856          363,052
   Professional fees                                       509,374           325,072          1,056,946          764,313
   Servicing and processing fees                         1,092,270           997,526          2,084,658        2,042,781
   Communications                                        1,075,023         1,098,436          2,206,092        2,099,949
   Supplies and printing                                   445,344           323,034            698,695          561,178
   Other                                                 3,520,018         3,116,602          6,564,914        5,901,520
                                                     -------------     -------------       ------------    -------------
      Total                                            $24,212,558       $22,372,109        $47,898,253      $43,963,623
                                                       ===========       ===========        ===========      ===========
</TABLE>

         Operating expenses increased to $24.2 million and $47.9 million for the
three and six months ended June 30, 1999 as compared to $22.4  million and $44.0
million for the same  periods in 1998.  Management's  goal has been to make only
expenditures  that contribute  clearly and directly to increasing the efficiency
and profitability of the Corporation. This control over other operating expenses
has been an important  factor  contributing  to the  improvement  in earnings in
recent years.  The best measure of the success of this program is the efficiency
ratio, which is the ratio of other operating expenses to the sum of net interest
income and other recurring income.  The Corporation's  efficiency ratio has been
maintained in approximately 46% (45.5% and 45.9% for the six months period ended
on June 30, 1999 and 1998, respectively).

         For the three and six months  ended on June 30, 1999 as compared to the
same periods in 1998, salary increases,  incentive compensation and increases in
fringe benefits  affected the salaries and benefits  category for all employees.
Additional  employees  were  hired to staff two full  service  branches  and two
in-store  branches  that opened in 1998, to strengthen  the  commercial  lending
business,  the support areas of consumer  lending such as credit and collection,
and other support areas of the Corporation.

         The occupancy and equipment  category  consists of expenses  associated
with  premises,  office and  computer  equipment,  and other  automated  banking
equipment.  The increase  was mainly  affected by  enhancements  of hardware and
software through system conversions, which have enabled the Corporation to offer
new  products,  and to improve  customer  service and  portfolio  servicing.  In
addition,  the  increase  was also due to the  expansion  of the branch  network
mentioned  above.  Expenses  related to the year 2000 issue also  affected  this
category (see Year 2000 section).

Provision for Income Tax

        The  provision  for income tax  amounted  to $2.4  million  (or 7.66% of
pretax  earnings)  for the six months ended on June 30, 1999 as compared to $2.7
million (or 9.8% of pretax  earnings) for the same period in 1998.  The decrease
in income tax expense of $.3  million  for the period  ended on June 30, 1999 as
compared to the same period in 1998 was due to the increase in the  portfolio of
tax exempt debt securities.

        FINANCIAL CONDITION

Assets

        Total  assets as of June 30,  1999  amounted  to  $4,272.5  million,  an
increase of $255.1  million as compared to total  assets as of December 31, 1998
of $4,017.4 million. The increase was mainly the result of an increase of $224.3
million in total loans (net of the allowance).

        The  composition of loans  receivable and loans available for sale after
deducting the allowance for loan losses follows:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                        June 30,              December 31,                Increase
                                                          1999                        1998                (Decrease)
                                                     --------------          --------------------          --------
                                                                             (In thousands)
    Residential real estate loans                       $  322,267              $    303,011               $  19,256
    Construction and land loans                             90,617                    62,963                  27,654
    Commercial loans                                       863,889                   700,768                 163,121
    Finance leases                                          69,610                    52,214                  17,396
    Consumer and other loans                             1,000,867                 1,001,098                    (231)
                                                       -----------                ----------            ------------
      Total                                              2,347,250                 2,120,054                 227,196
     Allowance for loan losses                             (70,762)                  (67,854)                 (2,908)
                                                     -------------              ------------             -----------
      Total net                                         $2,276,488                $2,052,200                $224,288
                                                        ==========                ==========                ========
</TABLE>

        The fluctuation in the loans  receivable  category was the net result of
total loan origination of $548.6 million and repayments and other adjustments of
$321.4  million.  The consumer  loans  portfolio  decreased  slightly due to the
tightening of the Corporation's  underwriting policies in placed since 1997. The
increase in  commercial  and  construction  loans  responded  to the strategy of
emphasizing this line of business.

Non-performing Assets

         Total non-performing assets are the sum of non-accruing loans, past due
loans,  OREO's  and  other  repossessed  properties.  Past due  loans  are loans
delinquent 90 days or more as to principal and/or  interest,  and still accruing
interest.  Non-accruing  loans are loans as to which interest is no longer being
recognized. When loans fall into non-accruing status, all previously accrued and
uncollected interest is charged against interest income.

         At June 30, 1999, total non-performing assets amounted to $65.4 million
(1.53% of total assets) as compared to $78.0 million  (1.94% of total assets) at
December  31, 1998 and $74.3  million  (2.23% of total  assets) at December  31,
1997. The Corporation's reserve to non-performing loans ratio was 113.2% at June
30,  1999 as  compared  to  94.2%  and  89.5% at  December  31,  1998 and  1997,
respectively.

         The  following  table  presents  non-performing  assets  at  the  dates
indicated:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                      June 30,                 December 31,
                                                        1999               1998            1997
                                                    -----------        ----------      --------
                                                                    (Dollars in thousands)
Past due loans                                        $ 11,120           $ 15,110        $ 11,544
                                                      --------           --------        --------
Non-accruing loans:
      Residential real estate                            9,195              9,151           6,963
      Construction                                       1,065
      Commercial                                        16,770             19,355          16,869
      Finance leases                                     1,241              1,716           4,561
      Consumer                                          23,100             26,736          24,547
                                                     ---------           --------        --------
                                                        51,373             56,958          52,939
                                                     ---------           --------        --------
Non-performing loans                                    62,493             72,068          64,483
                                                     ---------          ---------        --------
Other real estate owned (OREO)                             371              3,642           1,132
Other repossessed auto                                   2,007              1,929           7,354
Other repossessed boat                                     498                348           1,348
                                                    ----------         ----------       ---------
Total non-performing assets                            $65,369            $77,987         $74,317
                                                       =======            =======         =======
Non-performing assets to total assets                    1.53%              1.94%           2.23%
Non-performing loans to total loans                      2.66%              3.40%           3.29%
Allowance for loan losses                              $70,762            $67,854         $57,712
Allowance to total non-performing loans                113.23%             94.15%          89.50%
</TABLE>

         Past Due Loans

         Past due loans are accruing  commercial and consumer  loans,  which are
contractually  delinquent 90 days or more. Past due commercial loans are current
as to interest but  delinquent  in the payment of  principal.  Past due consumer
loans include  personal lines of credit and credit card loans delinquent 90 days
up to 179 days and personal loans (including small loans)  delinquent 90 days up
to 119 days.

         Non-accruing Loans

         Residential  Real  Estate  Loans  -  The  Corporation   classifies  all
residential real estate loans delinquent 90 days or more in non-accruing status.
Even though these loans are in non-accruing  status,  Management considers based
on the value of the underlying  collateral and the loan to value ratios, that no
material losses will be incurred in this portfolio.  Management's  understanding
is  based  on  the  historical  experience  of  the  Corporation.   Non-accruing
residential  real  estate  loans  amounted  to  $9.2  million  (2.85%  of  total
residential  real estate  loans) at June 30,  1999,  as compared to $9.2 million
(3.02% of total  residential real estate loans) and $7.0 million (2.45% of total
residential real estate loans) at December 31, 1998 and 1997, respectively.

         Construction  Loans - Construction loans are classified as non-accruing
when  they are  delinquent  90 days or  more.  Non-accruing  construction  loans
amounted to $1.1 million (1.18% of total construction loans) at June 30, 1999.

         Commercial Loans - The Corporation  places all commercial loans 90 days
delinquent  as to  principal  and  interest  in  non-accruing  status.  The risk
exposure of this  portfolio  is  diversified  and a portion of the  portfolio is
collateralized by liens on real property. Non-accruing commercial loans amounted
to $16.8 million (1.94% of total commercial  loans) at June 30, 1999 as compared
to $19.4 million (2.76% of total  commercial  loans) and $16.9 million (3.06% of
total commercial loans) at December 31, 1998 and 1997, respectively.

         Finance Leases - Finance leases are classified as  non-accruing  status
when they are delinquent 90 days or more.  Non-accruing  finance leases amounted
to $1.2 million (1.78% of total finance leases) at June 30, 1999, as compared to
$1.7 million (3.29% of total finance  leases) and $4.6 million  (10.73% of total
finance leases) at December 31, 1998 and 1997, respectively. The decrease in the
ratio and amount of non accruing loans was the result of the  improvement on the
credit quality of the portfolio.

         Consumer  Loans - Consumer loans are  classified as  non-accruing  when
they are delinquent 90 days in auto,  boat and home equity  reserve  loans,  120
days in personal loans  (including small loans) and 180 days in credit cards and
personal lines of credit.

         Non-accruing  consumer  loans  amounted to $23.1 million  (2.31% of the
total consumer loan portfolio) at June 30, 1999,  $26.7 million (or 2.67% of the
total consumer loan  portfolio) at December 31, 1998 and $24.5 million (or 2.29%
of the total consumer loan  portfolio) at December 31, 1997. The decrease in the
ratio and amount of non-accruing  loans was the result of the improvement on the
credit quality of the portfolio.

         Other Real Estate Owned (OREO)

         OREO  acquired in  settlement  of loans is carried at the lower of cost
(carrying  value of the loan) or fair value less  estimated cost to sell off the
real estate at the date of  acquisition.  Therefore,  the  Corporation  does not
expect  to incur  significant  losses on the  disposition  of OREO's at June 30,
1999.

         Repossessed Property

         The Repossessed  Property category includes repossessed boats and autos
acquired in settlement of loans.  Repossessed boats are recorded at the lower of
cost or estimated fair value.  Repossessed  autos were recorded at the principal
balance of the loans less an estimated loss on the disposition of the units.

 Sources of Funds

         As of June 30, 1999, total liabilities amounted to $3,954.2 million, an
increase of $207.2  million as compared to $3,747.0  million as of December  31,
1998.  The increase in total  liabilities  was mainly due to: (1) an increase in
total deposits of $437.3 million;  (2) an increase in accounts payable and other
liabilities  of $4.3 million;  (3) a decrease in advances from FHLB - NY of $2.6
million; (4) a decrease in federal funds and securities sold under agreements to
repurchase of $192.0  million;  (5) a decrease in other short term borrowings of
$16.6 million; (6) a decrease in term notes of $17.1 million; and (7) a decrease
of $5.9 million in subordinated notes.

         The Corporation  maintains unsecured standby lines of credit with other
banks.  At June 30, 1999,  the  Corporation's  total unused lines of credit with
these banks amounted to approximately $89,500,000 (1998 - $69,500,000).  At June
30,  1999,  the  Corporation  has an  available  line of  credit  with  the FHLB
guaranteed  with  excess  collateral,  in  the  amount  of  $2,950,067  (1998  -
$20,808,133);  and a commercial paper availability  collateralized with personal
loans  owned  by  the   Corporation  in  the  amount  of  $89,176,537   (1998  -
$95,254,992).

Capital

         Total  stockholders'  equity  as of June 30,  1999  amounted  to $318.3
million,  increasing  by $47.9  million from the amount as of December 31, 1998.
The  increase was mainly the result of the net income  generated  for the period
ended on June 30, 1999 of $29.5  million,  the issuance of  3,600,000  shares of
preferred  stock  at  $86.8  million,  net of a  decrease  in the  valuation  on
securities  available for sale of $51.8 million,  dividends paid of $6.3 million
and the  repurchase  of 386,600  shares of common stock at a total cost of $10.5
million.

         The Corporation is subject to various regulatory  capital  requirements
imposed  by the  federal  banking  agencies.  Failure  to meet  minimum  capital
requirements   can  initiate   certain   mandatory   and   possibly   additional
discretionary  actions by regulators  that, if  undertaken,  could have a direct
material  effect  on  the  Corporation's  financial  statements.  Under  capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,
the Corporation must meet specific capital guidelines that involve  quantitative
measures of the Corporation's assets, liabilities, and certain off-balance sheet
items as calculated under regulatory  accounting  practices.  The  Corporation's
capital amounts and classification  are also subject to qualitative  judgment by
the regulators about components, risk weightings and other factors.

         Capital standards established by regulations require the Corporation to
maintain  minimum  amounts and ratios of Tier 1 capital to total average  assets
(leverage ratio) and ratios of Tier 1 and total capital to risk-weighted assets,
as defined  in the  regulations.  The total  amount of  risk-weighted  assets is
computed by applying risk weighting factors to the Corporation's  assets,  which
vary from 0% to 100% depending on the nature of the asset.

         At June 30, 1999 and December 31, 1998,  the  Corporation  exceeded the
requirements for an adequately capitalized institution.

         At June 30, 1999 and December 31, 1998, the Corporation also was a well
capitalized  institution  under the regulatory  framework for prompt  corrective
action.  To be categorized as well  capitalized  the  Corporation  must maintain
minimum  total risk based,  Tier 1 risk based and Tier 1 leverage  ratios as set
forth in the following table.  Management  believes that there are no conditions
or events that have changed that classification.



<PAGE>


         The Corporation's regulatory capital position was as follows:

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                                     Regulatory requirements
                                                                                 For capital             To  be  well
                                                          Actual              adequacy purposes          capitalized
                                                     Amount       Ratio       Amount      Ratio       Amount      Ratio
At June 30, 1999                                                           (Dollars in thousands)
   Total Capital (to Risk-Weighted Assets):
      First BanCorp                                 $472,239    19.75%        $191,330       8%      $239,162       10%
      FirstBank                                      385,292    16.24%         189,821       8%       237,276       10%

   Tier I Capital (to Risk-Weighted Assets):
      First BanCorp                                 $348,487    14.57%         $95,665       4%      $143,497        6%
      FirstBank                                      261,672    11.03%          94,911       4%       142,366        6%

   Tier I Capital (to Average Assets):
      First BanCorp                                 $348,487     8.87%        $117,900       3%      $196,500        5%
      FirstBank                                      261,672     6.81%         115,359       3%       192,265        5%

                                                                                     Regulatory requirements
                                                                                 For capital             To  be  well
                                                          Actual              adequacy purposes          capitalized
                                                     Amount       Ratio       Amount      Ratio       Amount      Ratio
At December 31, 1998                                                                (Dollars in thousands)
   Total Capital (to Risk-Weighted Assets):
      First BanCorp                                 $377,939    17.39%        $173,835       8%      $217,294       10%
      FirstBank                                      372,015    17.12%         173,817       8%       217,271       10%

   Tier I Capital (to Risk-Weighted Assets):
      First BanCorp                                 $250,910    11.55%         $86,917       4%      $130,376        6%
      FirstBank                                      244,989    11.28%          86,909       4%       130,363        6%

   Tier I Capital (to Average Assets):
      First BanCorp                                 $250,910     6.59%        $152,272       4%      $190,340        5%
      FirstBank                                      244,989     6.44%         152,272       4%       190,340        5%
</TABLE>

Dividends

         During the period ended June 30,  1999,  the  Corporation  declared two
quarterly cash  dividends of $0.09 per common share  representing a 20% increase
over the two quarterly  cash  dividends of $0.075 per common share  declared for
the same periods in 1998.  Dividends  per share were  adjusted to  retroactively
consider the common  stock split  declared on April 30,  1998.  Total  dividends
declared per common share for the period ended on June 30, 1999 amounted to $5.2
million for an  annualized  dividend  payout ratio of 18.43% as compared to $4.4
million for the period ended June 30, 1998 (or a 17.71%  dividend payout ratio).
Dividends  declared on preferred  stock  amounted to  $1,068,750  for the period
ended on June 30, 1999.


<PAGE>


Year 2000

         The year 2000 issue  concerns the inability of  information  systems to
properly  recognize and process  date-sensitive  information  beyond  January 1,
2000. The Corporation recognizes the need to ensure that its operations will not
be adversely impacted by Year 2000 problem and has established a plan to address
Year 2000 risks.

         The  Corporation  continues  its program of improving  its  information
systems  through the systematic  wholesale  replacement of certain  hardware and
software.  Since  October  1996, it has been the practice to install new systems
that are already year 2000 enabled.  Therefore,  there are no  additional  costs
associated with changes or  modifications  to accommodate the year 2000 issue on
these new systems.  All the related costs  associated  with the  replacement  of
these systems are recorded as assets and amortized. Any year 2000 expenditure is
expensed as incurred.

         Based on the  Corporation's  final action plan addressing the Year 2000
issue,  Management  estimates  that the  expenses  required  to modify  existing
computer  systems  enabling  them for the year 2000 will be between $1.5 million
and $2.0 million for 1998 and 1999. Accordingly, the amounts to be expensed will
not have a significant impact on the Corporation's financial position or results
of  operations.  For the period  ended on June 30,  1999, a total of $510,000 in
expenses was related to the year 2000. For 1998, a total of $650,000 in expenses
was related to the year 2000 effort.

         The year 2000 action plan uses  clearly  articulated  program  criteria
that is being implemented by the Corporation for compliance.  Management named a
Project  Team,  responsible  for the plan  implementation.  The plan  guides the
planning  and  execution  of all  activities  related  to: (1)  information  and
computerized  systems,   including  related  hardware  and  software;   (2)  non
information systems (i.e., environmental, communication and security equipment);
(3) credit  customers;  and (4) service providers who participate in the project
testing.  The Corporation  completed the assessment  phase on these project risk
areas.

         The  Corporation  completed  the  renovation  phase of the  information
systems risk area composed of: business  applications,  data center hardware and
operating systems software, and end-user and desktop computing. As of June 1999,
the  renovation  of the  Corporation's  mission  critical  applications  was 94%
complete.  The  Corporation  expects to complete the renovation  phase by August
1999.

         Unit test and validation of the mission  critical  applications is 100%
complete.  Unit and the second cycle of integration  tests of the  Corporation's
mission  critical  applications  were  completed  on June 30,  1999  and,  their
implementation, substantially completed.

     The  Corporation  completed  the  Phases  1 and 2  ("Organization  Planning
Guidelines  and  the  Business  Impact  Analysis")  of the  Year  2000  business
resumption  contingency  planning for all the mission critical  functions of the
Corporation.  The  documentation  and  testing  of the  plan is  expected  to be
completed by August 30, 1999.


<PAGE>


Liquidity

         Liquidity refers to the level of cash and eligible  investments readily
available to meet loan and investment  commitments,  potential  deposit outflows
and debt repayments.  The Corporation's liquidity position and liquidity targets
are reviewed on a weekly basis by the  Investment  Committee,  using measures of
liquidity developed by Management.

         The  Corporation's  principal  sources  of  short-term  funds  are loan
repayments,  deposits,  securities sold under agreements to repurchase, lines of
credit with the FHLB and other financial institutions, and other borrowings. The
Investment  Committee  reviews credit  availability  on a regular basis.  In the
past,  the  Corporation  has  securitized  and sold auto and mortgage loans as a
supplementary  source of funding. The Corporation has obtained long-term funding
through  the  issuance  of notes and  long-term  institutional  certificates  of
deposit,  and has also obtained  short term  borrowings  using its personal loan
portfolio  as  collateral.  The  Corporation's  principal  uses of funds are the
origination  of loans and  investments,  and the  repayment of maturing  deposit
accounts and borrowings.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          Not applicable.


<PAGE>


         PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Corporation is a defendant in a number of legal proceedings arising
out of, and incidental to its business.  Based on its review with counsel on the
development  of these  matters to date,  Management  is of the opinion  that the
ultimate aggregate  liability,  if any, resulting from these pending proceedings
will  not  have a  material  adverse  effect  on the  accompanying  consolidated
financial statements.

ITEM 2.  CHANGES IN SECURITIES

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable

ITEM 5.  OTHER INFORMATION

         Effective  July 9,  1999,  FirstBank  Puerto  Rico,  the  Corporation's
subsidiary,  acquired  the assets  and  liabilities  of Royal  Bank of  Canada's
business unit in Puerto Rico.

ITEM 6.  EXHIBITS AND REPORT ON FORM 8-K

         a)  None
         b)  Reports on Form 8-K:

             On April  14,1999,  the  Corporation  filed a report  on Form  8-K,
             reporting under Item 5, the  announcement  that the Corporation had
             executed  a plan  to  simplify  its  operations  to  make  it  more
             efficient and responsive to clients.  In addition,  under Item 7 of
             this report, the Corporation  included Press Releases dated 3/23/99
             and 4/12/99,  reporting the new  efficiency  plans and earnings for
             the first quarter of 1999, respectively.

             On April  28,  1999,  the  Corporation  filed a report on Form 8-K,
             reporting  under Item 5, the  announcement  that the  Corporation's
             subsidiary, FirstBank Puerto Rico, signed a Definitive Agreement to
             acquire  Royal Bank of Canada's  business  unit in Puerto Rico.  In
             addition,  under Item 7 of this report,  the  Corporation  included
             Press Release dated 4/26/99, concerning that announcement.



<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements of Section 13 of the Securities  Exchange
Act of 1934,  the Bank has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized:

                                                    First BanCorp
                                               Name of the Corporation




Date:  August 11, 1999                    By:     /s/ Angel Alvarez-Perez, Esq.
                                                ------------------------------
                                                     Angel Alvarez-Perez, Esq.
                                                  Chairman, President and Chief
                                                     Executive Officer



Date:  August 11, 1999                   By:       /s/ Annie Astor de Carbonell
                                                  -----------------------------
                                                     Annie Astor de Carbonell
                                                 Senior Executive Vice President
                                                  and Chief Financial Officer



<PAGE>

<TABLE> <S> <C>

<ARTICLE>                                            9

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-1-1999
<PERIOD-END>                                   JUN-30-1999
<CASH>                                         66,401,610
<INT-BEARING-DEPOSITS>                         61,449,685
<FED-FUNDS-SOLD>                               0
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    1,441,044,792
<INVESTMENTS-CARRYING>                         260,765,473
<INVESTMENTS-MARKET>                           253,969,033
<LOANS>                                        2,347,249,425
<ALLOWANCE>                                    70,761,579
<TOTAL-ASSETS>                                 4,272,543,180
<DEPOSITS>                                     2,212,298,703
<SHORT-TERM>                                   1,501,666,995
<LIABILITIES-OTHER>                            45,713,290
<LONG-TERM>                                    194,560,080
                          0
                                    90,000,000
<COMMON>                                       29,612,552
<OTHER-SE>                                     198,691,560
<TOTAL-LIABILITIES-AND-EQUITY>                 4,272,543,180
<INTEREST-LOAN>                                122,930,672
<INTEREST-INVEST>                              50,985,175
<INTEREST-OTHER>                               482,551
<INTEREST-TOTAL>                               174,398,398
<INTEREST-DEPOSIT>                             38,847,149
<INTEREST-EXPENSE>                             83,460,269
<INTEREST-INCOME-NET>                          90,938,129
<LOAN-LOSSES>                                  26,749,500
<SECURITIES-GAINS>                             1,308,286
<EXPENSE-OTHER>                                47,898,253
<INCOME-PRETAX>                                31,984,629
<INCOME-PRE-EXTRAORDINARY>                     31,984,629
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   29,534,729
<EPS-BASIC>                                  .97
<EPS-DILUTED>                                  .97
<YIELD-ACTUAL>                                 5.08
<LOANS-NON>                                    51,373,000
<LOANS-PAST>                                   11,120,000
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               67,854,066
<CHARGE-OFFS>                                  27,939,638
<RECOVERIES>                                   4,097,651
<ALLOWANCE-CLOSE>                              70,761,579
<ALLOWANCE-DOMESTIC>                           70,761,579
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        0




</TABLE>


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