REPUBLIC NEW YORK CORP
S-8 POS, 1995-06-07
NATIONAL COMMERCIAL BANKS
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                                     Registration No. 33-38789
=================================================================

                        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)


                  REPUBLIC NEW YORK CORPORATION
                1985 INCENTIVE STOCK OPTION PLAN
                                AND
                  REPUBLIC NEW YORK CORPORATION 
                      1985 STOCK OPTION PLAN
                    (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 412,283* shares of its
Common Stock allocated for the Registrant's 1985 Incentive Stock
Option Plan ("ISOP") and 365,093* shares of its Common Stock
allocated for the Registrant's 1985 Stock Option Plan ("NQOP")
constituting that portion of the shares covered by the Registration
Statement which were not sold pursuant thereto. 

- ----------
*  On July 10, 1987 the Registrant filed with the Securities and
Exchange Commission (the "Commission"), Registration Statement No.
33-15591 to register 750,000 shares of its Common Stock to be
offered pursuant to the ISOP and NQOP.  Of such 750,000 shares,
525,000 were allocated to the ISOP and 225,000 shares were
allocated to the NQOP. On January 24, 1991, the registrant filed
with the Commission Registration Statement No. 33-38789 to register
an additional 300,000 shares of its Common Stock to be offered
pursuant to the NQOP, bringing to 525,000 the number of shares
issuable pursuant to the NQOP.

   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 ISOP and NQOP increased to 787,500 shares
for each plan.  The number of shares that remain unsold and are
being removed from registration reflect the 3-for-2 stock split. 


                                 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)

Cyril S. Dwek                      Director              June 7, 1995
- -------------------------

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)

                                   Director        
- --------------------------
(Martin F. Mertz)

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

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

                                   Director     
- -------------------------
(Janet L. Norwood)

                                   Director   
- -------------------------
(John A. Pancetti)

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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