REPUBLIC NEW YORK CORP
S-8 POS, 1995-06-07
NATIONAL COMMERCIAL BANKS
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                                        Registration No. 33-49639
=================================================================

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

                  POST-EFFECTIVE AMENDMENT NO. 1
                               TO
                             FORM S-8
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                   REPUBLIC NEW YORK CORPORATION
       (Exact name of registrant as specified in its charter)

        Maryland                          13-2764867
(State or other jurisdiction of          (I.R.S. Employer
 incorporation or organization)           Identification No.)

 452 Fifth Avenue, New York, New York           10018
(Address of Principal Executive Offices)      (Zip Code)


                    1985 RESTRICTED STOCK PLAN OF
            REPUBLIC NEW YORK CORPORATION AND SUBSIDIARIES
                      (Full title of the plan)

                    William F. Rosenblum, Jr., Esq.
      Senior Vice President, Deputy General Counsel and Secretary
                      Republic New York Corporation
                           452 Fifth Avenue
                      New York, New York  10018
               (Name and address of agent for service)

                            (212) 525-6100
  (Telephone number, including area code, of agent for service)




            REDUCTION IN AMOUNT OF SECURITIES REGISTERED

   This Post-Effective Amendment No. 1 is being filed by the
Registrant pursuant to the Undertaking contained in the third
paragraph of Item 9 in Part II of the Registration Statement.  The
Registrant hereby removes from registration 363,426* shares of its
Common Stock constituting that portion of the shares covered by the
Registration Statement which were not sold pursuant thereto. 

- --------
*  On May 29, 1987 the Registrant filed with the Securities and
Exchange Commission (the "Commission"), Registration Statement No.
33-14552 to register 1,100,000 shares of its Common Stock to be
offered pursuant to the 1985 Restricted Stock Plan of Republic New
York Corporation and Subsidiaries (the "Plan").  Subsequently, on
January 29, 1991, the Registrant filed with the Commission
Registration Statement No. 33-38788 to register an additional
1,000,000 shares of its Common Stock to be offered pursuant to the
Plan.  

   On October 21, 1991, the Registrant effected a 3-for-2 stock
split of its Common Stock.  Accordingly, the number of shares
issuable pursuant to the Plan increased from 2,100,000 million to
3,150,000.  

    Thereafter, on June 1, 1993, the Registrant filed with the
Commission Registration Statement No. 33-49639 to register an
additional 1,000,000 shares of its Common Stock to be offered
pursuant to the Plan bringing the total number of issuable shares
to 4,150,000.  Of those 4,150,000 shares, 363,426 remain unsold and
are being removed from registration.

                             SIGNATURES


   Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Post-Effective
Amendment to a Form S-8 and has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on June 7, 1995.

                                  REPUBLIC NEW YORK CORPORATION

                                  By:  Walter H. Weiner
                                     --------------------------
                                       Chairman of the Board

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.

   Signature                       Title                    Date

Walter H. Weiner             Director and Chairman
- -------------------------         of the Board               
                          (Principal Executive Officer)  June 7, 1995


John D. Kaberle, Jr.        Executive Vice President       
- -------------------------       and Comptroller
                           (Principal Financial and 
                              Accounting Officer)        June 7, 1995

                                   Director 
- -------------------------
(Kurt Andersen)

                                   Director                
- -------------------------
(Cyril S. Dwek)

Ernest Ginsberg                    Director              June 7, 1995
- -------------------------

                                   Director                
- -------------------------
(Nathan Hasson)

                                   Director              
- ------------------------- 
(Jeffery C. Keil)

Peter Kimmelman                    Director              June 7, 1995
- -------------------------

Leonard Lieberman                  Director              June 7, 1995
- -------------------------

William C. MacMillen, Jr.          Director              June 7, 1995
- -------------------------

                                   Director      
- -------------------------
(Peter J. Mansbach)

Martin F. Mertz                    Director              June 7, 1995
- --------------------------

James L. Morice                    Director              June 7, 1995
- -------------------------

                                   Director                
- -------------------------
(E. Daniel Morris)

Janet L. Norwood                   Director              June 7, 1995
- -------------------------

John A. Pancetti                   Director              June 7, 1995
- -------------------------

Vito S. Portera                    Director              June 7, 1995
- -------------------------

William P. Rogers                  Director              June 7, 1995
- -------------------------

Dov C. Schlein                     Director              June 7, 1995
- -------------------------

Peter White                        Director              June 7, 1995
- -------------------------





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