SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HAMILTON BANCORP INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 65-0149935
___________________________________ _________________
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
3750 N.W. 87th Avenue
Miami, Florida 33178
___________________________________ _________________
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the discussion of the Registrant's
Common Stock in the section entitled "Description of Securities"
contained in the Registrant's Registration Statement on Form S-1
(File No. 333-20435) filed with the Securities and Exchange
Commission on January 27, 1997, which disclosures are incorporated
by reference herein.
ITEM 2. EXHIBITS.
3.1 Amended and Restated Articles of Incorporation*
3.2 Bylaws, as amended*
4.1 Form of Common Stock Certificate
_______________________
* Incorporated by reference to the Exhibit of the same number
included with the Registrant's Registration Statement on Form
S-1 (No. 333-20435).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
February 24, 1997 HAMILTON BANCORP, INC.
By:/s/Eduardo A. Masferrer
Eduardo A. Masferrer,
Chairman of the Board,
President and Chief
Executive Officer
