<PAGE>   1
    As filed with the Securities and Exchange Commission on March 15, 2001.

                                                    REGISTRATION NO. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               -------------------

                          ORIENTAL FINANCIAL GROUP INC.
             (Exact Name of Registrant as Specified in its Charter)


<TABLE>
<S>                                                          <C>
         Commonwealth of Puerto Rico                                      660538893
(State or Other Jurisdiction of Incorporation)               (I.R.S. Employer Identification No.)
</TABLE>

                       Monacillos 1000, San Roberto Street
                         Rio Piedras, Puerto Rico 00926
                    (Address of Principal Executive Offices)

                            ORIENTAL FINANCIAL GROUP
                        2000 INCENTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)

                             Jose Enrique Fernandez
                       Chairman of the Board of Directors,
                      President and Chief Executive Officer
                          Oriental Financial Group Inc.
                                 Monacillos 1000
                               San Roberto Street
                         Rio Piedras, Puerto Rico 00926
                                 (787) 771-6800

                               -------------------
 (Name, Address and Telephone Number, including Area Code of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                           Amount to           Proposed maximum            Proposed maximum           Amount of
Title of securities to be registered    be registered(1)  offering price per share(2) aggregate offering price(2)  registration fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>                         <C>                          <C>
Common Stock, par value $1.00 per share 400,000 shares(3)         $13.39(4)                  $5,356,000              $1,495.30(5)
</TABLE>

--------------------------

1.       This Registration Statement also covers an indeterminate number of
         shares of common stock, par value $1.00 per share (the "Common Stock"),
         that may be issued by the Company from time to time by virtue of stock
         splits, stock dividends or similar transactions in accordance with Rule
         416 under the Securities Act of 1933, as amended (the "Securities
         Act").

2.       Estimated solely for the purpose of calculating the registration fee
         pursuant to Rules 457(c) and 457(h)(1) under the Securities Act.

3.       Under the Oriental Financial Group 2000 Incentive Stock Option Plan.

4.       Based on the average of the high and low prices of the Company's Common
         Stock reported on the New York Stock Exchange on March 13, 2001.

5.       Total filing fee being paid.


<PAGE>   2


                                      -2-


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

       Pursuant to the Note to Part I of Form S-8, the documents containing the
information specified by Part I of Form S-8 will be sent or given to employees
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

       The shares of common stock of Oriental Financial Group Inc. (the
"Company"), par value $1.00 per share, to be offered and sold to directors,
officers-employees, employees and, in certain circumstances, bona fide
independent contractors of the Company, including its subsidiaries, under the
Oriental Financial Group 2000 Incentive Stock Option Plan are being registered
by the Company on this Registration Statement.


                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Company hereby incorporates by reference the following documents:

         1.       The Company's Annual Report on Form 10-K, as amended, for the
fiscal year ended June 30, 2000, filed with the SEC on September 28, 2000;

         2.       All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report referred to
above, including the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2000, filed with the SEC on February 14, 2001 and the
Company's Current Reports on Form 8-K dated July 4, 2000, August 22, 2000, and
August 29, 2000, filed with the SEC on July 27, 2000, August 24, 2000 and
September 7, 2000, respectively; and

         3.       The description of the Company's common stock contained in its
Registration Statement on Form 8-B filed with the SEC on January 10, 1997.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified


<PAGE>   3


                                      -3-

or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.      DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 1.02(B)(6) of the Puerto Rico General Corporation Law (the
"PR-GCL") provides that a corporation may include in its certificate of
incorporation a provision eliminating or limiting the personal liability of
members of its board of directors or governing body for breach of a director's
fiduciary duties. However, no such provision may eliminate or limit the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying an unlawful dividend or approving an unlawful stock repurchase, or
obtaining an improper personal benefit.

       Article Ninth of the Company's Certificate of Incorporation, as amended,
provides that the personal liability of the directors and officers of the
Company for monetary damages shall be eliminated to the fullest extent permitted
by the PR-GCL.

       Section 4.08 of the PR-GCL authorizes a Puerto Rico corporation to
indemnify its directors, officers, employees and agents (if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful) and
to purchase and maintain insurance on behalf of such persons against liabilities
arising out of pending or threatened actions, suits or proceedings to which such
persons are or may be made parties by reason of being directors, officers,
employees or agents of the corporation. Such rights of indemnification are not
exclusive of any other rights to which such persons may be entitled under any
by-law, agreement, vote of shareholders or otherwise.

       Section 1 of Article VII of the Company's By-laws provides that any
director, officer, employee or agent of the Company shall be indemnified to the
fullest extent authorized by the PR-GCL against expenses and certain other
liabilities arising out of legal action brought or threatened against him or her
for his or her conduct on behalf of the Company, provided that such person acted
in good faith and in a manner that he or she reasonably believed was in, or not
opposed to, the Company's best interests. Indemnification by the Company is
available in a criminal action only if such person had no reasonable cause to
believe that his or her conduct was unlawful.

       Section 4 of Article VII of the Company's By-laws provides that the
Company may maintain insurance covering certain liabilities of directors,
officers, employees and agents of the Company, whether or not the Company would
have the power or would be required to indemnify them against such liabilities.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.


<PAGE>   4


                                      -4-

ITEM 8.      EXHIBITS.


<TABLE>
<CAPTION>
    Exhibit No.                      Description
   ------------                      -----------
   <S>            <C>
        4         Oriental Financial Group 2000 Incentive Stock Option Plan
                  (incorporated by reference to the Company's Definitive Proxy
                  Statement filed with the SEC on November 17, 2000).

   5 and 23.1*    Opinion of McConnell Valdes as to the legality of the
                  securities registered hereunder, such opinion also containing
                  its consent.

      23.2*       Consent of PricewaterhouseCoopers LLP.

       24*        Power of attorney (included in page 5 hereof).
</TABLE>

* Filed herewith.

ITEM 9.      UNDERTAKINGS.

       The Company hereby undertakes:

             (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act.

                  (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

       Provided, however, that paragraphs (i) and (ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

             (2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities, at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

       The Company hereby undertakes that for purposes of determining any
liability under the Securities Act, each filing of the Company's Annual Report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's Annual Report pursuant to Section
15(d)


<PAGE>   5


                                      -5-

of the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Company is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                   SIGNATURES

The Registrant. 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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Municipality of San Juan, Commonwealth of Puerto Rico, on the
23rd day of January, 2001.

                                             ORIENTAL FINANCIAL GROUP INC.



                                            By: /s/ Jose Enrique Fernandez
                                                --------------------------
                                                  Jose Enrique Fernandez
                                            Chairman of the Board of Directors,
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

       Each person whose signature appears below hereby constitutes and appoints
Jose Enrique Fernandez, Rafael Valladares, and Jose Rafael Fernandez, each
acting singly, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and re-substitution for him and in his name, place and
stead in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and any registration
statement relating to the same offering as this Registration Statement that is
to be effective upon filing pursuant to Rule 462(a) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.



<PAGE>   6


                                      -6-

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


<TABLE>
<CAPTION>
            SIGNATURE                                    TITLE                                    DATE
            ---------                                    -----                                    ----
<S>                                      <C>                                           <C>
                                          Chairman of the Board of Directors,
   /s/ Jose Enrique Fernandez            President and Chief Executive Officer              January 23, 2001
---------------------------------                                                      ---------------------------
     Jose Enrique Fernandez

                                                    Comptroller and
      /s/ Rafael Valladares                   Principal Financial Officer                   January 23, 2001
---------------------------------                                                      ---------------------------
        Rafael Valladares

       /s/ Pablo I. Altieri                            Director                             January 23, 2001
---------------------------------                                                      ---------------------------
        Pablo I. Altieri

       /s/ Efrain Archilla                             Director                             January 23, 2001
---------------------------------                                                      ---------------------------
         Efrain Archilla

       /s/ Julian S. Inclan                            Director                             January 23, 2001
---------------------------------                                                      ---------------------------
        Julian S. Inclan

    /s/ Diego Perdomo Alvarez                          Director                             January 23, 2001
---------------------------------                                                      ---------------------------
      Diego Perdomo Alvarez

    /s/ Alberto Richa Angelini                         Director                             January 23, 2001
---------------------------------                                                      ---------------------------
     Alberto Richa Angelini

    /s/ Emilio Rodriguez, Jr.                          Director                             January 23, 2001
---------------------------------                                                      ---------------------------
      Emilio Rodriguez, Jr.

       /s/ Francisco Arrivi                            Director                             January 23, 2001
---------------------------------                                                      ---------------------------
</TABLE>



<PAGE>   7


                                INDEX OF EXHIBITS


<TABLE>
<CAPTION>
     Exhibit No.                        Description
    ------------                        -----------
    <S>           <C>
        4         Oriental Financial Group 2000 Incentive Stock Option Plan
                  (incorporated by reference to the Company's Definitive Proxy
                  Statement filed with the SEC on November 17, 2000).

    5 and 23.1*   Opinion of McConnell Valdes as to the legality of the
                  securities registered hereunder, such opinion also containing
                  its consent.

       23.2*      Consent of PricewaterhouseCoopers LLP.

        24*       Power of attorney (included in page 5 hereof).
</TABLE>


* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "g66621s-8.txt", "description": "ORIENTAL FINANCIAL GROUP, INC.", "secsgml_size_bytes": 20442}]
{"company-data": {"conformed-name": "ORIENTAL FINANCIAL GROUP INC", "cik": "0001030469", "assigned-sic": "6022", "irs-number": "660538893", "state-of-incorporation": "PR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57052", "film-number": "1568720"}, "business-address": {"street1": "MONACILLOS 1000", "street2": "SAN ROBERTO ST", "city": "RIO PIEDRAS", "state": "PR", "zip": "00926", "phone": "7877661986"}, "mail-address": {"street1": "MONACILLOS 1000", "street2": "SAN ROBERTO ST", "city": "RIO PIEDRAS", "state": "PR", "zip": "00926"}}
1
    As filed with the Securities and Exchange Commission on March 15, 2001.

                                                    REGISTRATION NO. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               -------------------

                          ORIENTAL FINANCIAL GROUP INC.
             (Exact Name of Registrant as Specified in its Charter)
Commonwealth of Puerto Rico                                      660538893
(State or Other Jurisdiction of Incorporation)               (I.R.S. Employer Identification No.)
Monacillos 1000, San Roberto Street
                         Rio Piedras, Puerto Rico 00926
                    (Address of Principal Executive Offices)

                            ORIENTAL FINANCIAL GROUP
                        2000 INCENTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)

                             Jose Enrique Fernandez
                       Chairman of the Board of Directors,
                      President and Chief Executive Officer
                          Oriental Financial Group Inc.
                                 Monacillos 1000
                               San Roberto Street
                         Rio Piedras, Puerto Rico 00926
                                 (787) 771-6800

                               -------------------
 (Name, Address and Telephone Number, including Area Code of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                           Amount to           Proposed maximum            Proposed maximum           Amount of
Title of securities to be registered    be registered(1)  offering price per share(2) aggregate offering price(2)  registration fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share 400,000 shares(3)         $13.39(4)                  $5,356,000              $1,495.30(5)
--------------------------

1.       This Registration Statement also covers an indeterminate number of
         shares of common stock, par value $1.00 per share (the "Common Stock"),
         that may be issued by the Company from time to time by virtue of stock
         splits, stock dividends or similar transactions in accordance with Rule
         416 under the Securities Act of 1933, as amended (the "Securities
         Act").

2.       Estimated solely for the purpose of calculating the registration fee
         pursuant to Rules 457(c) and 457(h)(1) under the Securities Act.

3.       Under the Oriental Financial Group 2000 Incentive Stock Option Plan.

4.       Based on the average of the high and low prices of the Company's Common
         Stock reported on the New York Stock Exchange on March 13, 2001.

5.       Total filing fee being paid.
2

                                      -2-

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

       Pursuant to the Note to Part I of Form S-8, the documents containing the
information specified by Part I of Form S-8 will be sent or given to employees
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

       The shares of common stock of Oriental Financial Group Inc. (the
"Company"), par value $1.00 per share, to be offered and sold to directors,
officers-employees, employees and, in certain circumstances, bona fide
independent contractors of the Company, including its subsidiaries, under the
Oriental Financial Group 2000 Incentive Stock Option Plan are being registered
by the Company on this Registration Statement.

                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The Company hereby incorporates by reference the following documents:

         1.       The Company's Annual Report on Form 10-K, as amended, for the
fiscal year ended June 30, 2000, filed with the SEC on September 28, 2000;

         2.       All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report referred to
above, including the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2000, filed with the SEC on February 14, 2001 and the
Company's Current Reports on Form 8-K dated July 4, 2000, August 22, 2000, and
August 29, 2000, filed with the SEC on July 27, 2000, August 24, 2000 and
September 7, 2000, respectively; and

         3.       The description of the Company's common stock contained in its
Registration Statement on Form 8-B filed with the SEC on January 10, 1997.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified
3

                                      -3-

or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.      DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Section 1.02(B)(6) of the Puerto Rico General Corporation Law (the
"PR-GCL") provides that a corporation may include in its certificate of
incorporation a provision eliminating or limiting the personal liability of
members of its board of directors or governing body for breach of a director's
fiduciary duties. However, no such provision may eliminate or limit the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying an unlawful dividend or approving an unlawful stock repurchase, or
obtaining an improper personal benefit.

       Article Ninth of the Company's Certificate of Incorporation, as amended,
provides that the personal liability of the directors and officers of the
Company for monetary damages shall be eliminated to the fullest extent permitted
by the PR-GCL.

       Section 4.08 of the PR-GCL authorizes a Puerto Rico corporation to
indemnify its directors, officers, employees and agents (if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful) and
to purchase and maintain insurance on behalf of such persons against liabilities
arising out of pending or threatened actions, suits or proceedings to which such
persons are or may be made parties by reason of being directors, officers,
employees or agents of the corporation. Such rights of indemnification are not
exclusive of any other rights to which such persons may be entitled under any
by-law, agreement, vote of shareholders or otherwise.

       Section 1 of Article VII of the Company's By-laws provides that any
director, officer, employee or agent of the Company shall be indemnified to the
fullest extent authorized by the PR-GCL against expenses and certain other
liabilities arising out of legal action brought or threatened against him or her
for his or her conduct on behalf of the Company, provided that such person acted
in good faith and in a manner that he or she reasonably believed was in, or not
opposed to, the Company's best interests. Indemnification by the Company is
available in a criminal action only if such person had no reasonable cause to
believe that his or her conduct was unlawful.

       Section 4 of Article VII of the Company's By-laws provides that the
Company may maintain insurance covering certain liabilities of directors,
officers, employees and agents of the Company, whether or not the Company would
have the power or would be required to indemnify them against such liabilities.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.
4

                                      -4-

ITEM 8.      EXHIBITS.
Exhibit No.                      Description
   ------------                      -----------
4         Oriental Financial Group 2000 Incentive Stock Option Plan
                  (incorporated by reference to the Company's Definitive Proxy
                  Statement filed with the SEC on November 17, 2000).

   5 and 23.1*    Opinion of McConnell Valdes as to the legality of the
                  securities registered hereunder, such opinion also containing
                  its consent.

      23.2*       Consent of PricewaterhouseCoopers LLP.

       24*        Power of attorney (included in page 5 hereof).
* Filed herewith.

ITEM 9.      UNDERTAKINGS.

       The Company hereby undertakes:

             (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act.

                  (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

       Provided, however, that paragraphs (i) and (ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.

             (2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities, at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

       The Company hereby undertakes that for purposes of determining any
liability under the Securities Act, each filing of the Company's Annual Report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's Annual Report pursuant to Section
15(d)
5

                                      -5-

of the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Company is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

The Registrant. 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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Municipality of San Juan, Commonwealth of Puerto Rico, on the
23rd day of January, 2001.

                                             ORIENTAL FINANCIAL GROUP INC.

                                            By: /s/ Jose Enrique Fernandez
                                                --------------------------
                                                  Jose Enrique Fernandez
                                            Chairman of the Board of Directors,
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

       Each person whose signature appears below hereby constitutes and appoints
Jose Enrique Fernandez, Rafael Valladares, and Jose Rafael Fernandez, each
acting singly, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and re-substitution for him and in his name, place and
stead in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and any registration
statement relating to the same offering as this Registration Statement that is
to be effective upon filing pursuant to Rule 462(a) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.
6

                                      -6-

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                                    TITLE                                    DATE
            ---------                                    -----                                    ----
Chairman of the Board of Directors,
   /s/ Jose Enrique Fernandez            President and Chief Executive Officer              January 23, 2001
---------------------------------                                                      ---------------------------
     Jose Enrique Fernandez

                                                    Comptroller and
      /s/ Rafael Valladares                   Principal Financial Officer                   January 23, 2001
---------------------------------                                                      ---------------------------
        Rafael Valladares

       /s/ Pablo I. Altieri                            Director                             January 23, 2001
---------------------------------                                                      ---------------------------
        Pablo I. Altieri

       /s/ Efrain Archilla                             Director                             January 23, 2001
---------------------------------                                                      ---------------------------
         Efrain Archilla

       /s/ Julian S. Inclan                            Director                             January 23, 2001
---------------------------------                                                      ---------------------------
        Julian S. Inclan

    /s/ Diego Perdomo Alvarez                          Director                             January 23, 2001
---------------------------------                                                      ---------------------------
      Diego Perdomo Alvarez

    /s/ Alberto Richa Angelini                         Director                             January 23, 2001
---------------------------------                                                      ---------------------------
     Alberto Richa Angelini

    /s/ Emilio Rodriguez, Jr.                          Director                             January 23, 2001
---------------------------------                                                      ---------------------------
      Emilio Rodriguez, Jr.

       /s/ Francisco Arrivi                            Director                             January 23, 2001
---------------------------------                                                      ---------------------------
7

                                INDEX OF EXHIBITS
Exhibit No.                        Description
    ------------                        -----------
4         Oriental Financial Group 2000 Incentive Stock Option Plan
                  (incorporated by reference to the Company's Definitive Proxy
                  Statement filed with the SEC on November 17, 2000).

    5 and 23.1*   Opinion of McConnell Valdes as to the legality of the
                  securities registered hereunder, such opinion also containing
                  its consent.

       23.2*      Consent of PricewaterhouseCoopers LLP.

        24*       Power of attorney (included in page 5 hereof).
* Filed herewith.