SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Bank United Corp.
___________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 13-3528556
__________________________________________ _____________________
(State of incorporation or organization) (IRS Employer
Identification No.)
50 Charles Lindbergh Boulevard, Suite 500, Uniondale, NY 11553
___________________________________________________________________
(Address of principal executive offices) (Zip Code)
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:
Class A common stock, par value $0.01 per share
____________________________________________________________________
(title of class)<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGIS-
TERED.
A description of the Class A common stock, par
value $0.01 per share ("Class A Common Stock"), of the Regis-
trant is set forth under the caption "Description of Capital
Stock -- Common Stock" in the Registration Statement on Form
S-1 (File Number 333-06229), as filed with the Securities and
Exchange Commission on June 18, 1996, which description is
incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Registration Statement on Form S-1, as filed
with the Securities and Exchange Commission on
June 18,1996, as amended (incorporated by ref-
erence to File Number 333-06229).
4.1 Form of Restated Certificate of Incorporation
of the Registrant (incorporated by reference
to File Number 333-06229).
4.2 Form of By-Laws of the Registrant
(incorporated by reference to File Number 333-
06229).
5.1 Form of the Registrant's Class A Common Stock
certificate.
-2-<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
BANK UNITED CORP.
Date: July 12, 1996 By: /s/ Salvatore A. Ranieri
Name: Salvatore A. Ranieri
Title: Vice President and
Secretary
-3- <PAGE>
EXHIBIT LIST
Exhibit Number Page
1. Registration Statement on Form S-1, as filed
with the Securities and Exchange Commission
on June 18, 1996, as amended (incorporated by
reference to File Number 333-06229).................
4.1 Form of Restated Certificate of Incorporation of
the Registrant (incorporated by reference to File
Number 333-06229)...................................
4.2 Form of By-Laws of the Registrant (incorporated by
reference to File Number 333-06229).................
5.1 Form of the Registrant's Class A Common Stock
certificate.........................................
[BORDER]
NUMBER BANK UNITED CORP. SHARES
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 12345X 67 8
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK,
PAR VALUE $.01 PER SHARE, OF
BANK UNITED CORP.
a Delaware corporation (the "Company"). The shares represented
by this certificate are transferable only on the stock transfer
books of the Company by the holder of record hereof, or by his
duly authorized attorney or legal representative, upon the
surrender of this certificate properly endorsed. This
certificate is not valid until countersigned and registered by
the Company's transfer agent and registrar.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT
FEDERALLY INSURED OR GUARANTEED.<PAGE>
IN WITNESS WHEREOF, the Company has caused this
certificate to be executed by the facsimile signatures of its
duly authorized officers and has caused a facsimile of its
corporate seal to be hereunto affixed.
Dated:
[CORPORATE SEAL]
[Signature] [Signature]
[Name] [Name]
Secretary President
Countersigned and Registered:
[NAME AND ADDRESS OF TRANSFER AGENT]
[SIGNATURE]
Transfer Agent and Registrar -
Authorized Signature<PAGE>
RESTRICTIONS ON TRANSFER
THIS CERTIFICATE REPRESENTS COMMON STOCK ISSUED PRIOR TO THE
RESTRICTION RELEASE DATE (AS DEFINED IN THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION) AND THE STOCK REPRESENTED BY THIS
CERTIFICATE AND ANY SHARES OF COMMON STOCK ACQUIRED PRIOR TO
THE RESTRICTION RELEASE DATE UPON EXERCISE OR CONVERSION OF
SUCH COMMON STOCK ARE SUBJECT TO THE TRANSFER RESTRICTIONS SET
FORTH IN SECTION 4 OF ARTICLE IV OF THE COMPANY'S CERTIFICATE
OF INCORPORATION.
Class A common shares are entitled to one (1) vote per share.
Class B common shares are not entitled to any votes per share
except as provided by law. Except for this voting disparity,
the Class A and Class B common shares are on parity with each
other.
The shares represented by this certificate are issued subject
to all the provisions of the Certificate of Incorporation and
By-laws of the Company as from time to time amended (copies of
which are on file at the principal executive office of the
Company), to all of which the holder by acceptance hereof
assents. The Company will furnish without charge to each
stockholder who so requests a full statement of the powers,
designations, preferences and relative, participating, optional
or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of
such preferences and/or rights. Such requests shall be made in
writing to the Secretary of the Company.
The following abbreviations, when used in the inscription on
the face of this Certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
_______________________________________________
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF TRANSFER MIN ACT - __________ Custodian __________
(cust) (minor)
under Uniform Transfers to Minors
Act________________________________
(State)
Additional abbreviations may also be used though not in the
above list. <PAGE>
For value received, _________________________________ hereby
sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
-- --
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP
CODE, OF ASSIGNEE)
______________________ Shares of the common stock evidenced by
this certificate, and do hereby irrevocably constitute and
appoint ______________________________________________________,
Attorney, to transfer the said shares on the books of the
Company, with full power of substitution.
Dated ____________________ _________________________________
Signature
SIGNATURE GUARANTEED BY:
NOTICE: the signature to this assignment must correspond with
the name as written upon the face of the Certificate, in every
particular, without alteration or enlargement, or any change
whatsoever.
