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<P align="center" style="font-size: 10pt">As filed with the
Securities and Exchange Commission on September&nbsp;8, 2004



<P align="right" style="font-size: 10pt">Registration No.&nbsp;333-


<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>Form&nbsp;S-8</B>


<P align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT<BR>
UNDER THE SECURITIES ACT OF 1933</B>


<P align="center" style="font-size: 24pt"><B>FIRST BANCORP</B>


<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<P align="center" style="font-size: 10pt"><B>COMMONWEALTH OF PUERTO RICO</B>


<DIV align="center" style="font-size: 10pt">(State or other jurisdiction of incorporation or organization)</DIV>



<P align="center" style="font-size: 10pt"><B>66-0561882</B><BR>
(I.R.S. Employer Identification No.)



<P align="center" style="font-size: 10pt"><B>1519 Ponce de Le&#243;n Avenue, Santurce, Puerto Rico 00908</B><BR>
(Address of Principal Executive Offices)



<P align="center" style="font-size: 10pt"><B>FirstBank 1997 Employee Stock Option Plan</B><BR>
(Full title of the plan)



<P align="center" style="font-size: 10pt"><B>Annie Astor-Carbonell<BR>
1519 Ponce de Le&#243;n Avenue<BR>
Santurce, Puerto Rico 00908</B><BR>
(Name and address of agent for service)



<P align="center" style="font-size: 10pt"><B>(787)&nbsp;729-8200</B><BR>
(Telephone number, including area code, of agent for service)



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD></TD><TD colspan="8"><A HREF="#000">Part I Information Required in the Section&nbsp;10(a) Prospectus</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#001">Part II Information Required in the Registration Statement</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;3. Incorporation of Documents by Reference.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">Item&nbsp;4. Description of Securities.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item&nbsp;5. Interests of Named Experts and Counsel.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item&nbsp;6. Indemnification of Directors and Officers.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;7. Exemption from Registration Claimed.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;8. Exhibits.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;9. Undertakings.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009">Signatures</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="g90848exv5.htm">EX-5 OPINION OF FIDDLER, GONZALEZ & RODRIGUEZ, PSC</A></TD></TR>
<TR><TD colspan="9"><A HREF="g90848exv23w1.htm">EX-23.1  CONSENT OF PRICEWATERHOUSECOOPERS, LLP</A></TD></TR>
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<P align="left" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Title of each</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>class of securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>offering price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>aggregate offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>to be registered</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>(1)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>per share (2)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>price (2)</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registration fee</B></TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common Stock First
BanCorp, par value
of $1.00 per share
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">3,936,904 shares
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">$22.24 and $46.03
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="bottom">$120,895,432.42</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="bottom">$15,317.45</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

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</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The amount being registered also includes an indeterminate number of shares
of Common Stock of First BanCorp which may be issued from time to time by
virtue of stock splits, stock dividends or similar transactions in accordance
with Rule&nbsp;416 under the Securities Act of 1933, as amended (the &#147;Securities
Act&#148;).</TD>
</TR>

</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h)(1) under the Securities Act. For purposes
of the 2,535,530 options that as of the date of this Registration Statement are
outstanding under the stock option plan, the maximum offering price is equal to
$22.24, which is the weighted average price for such outstanding options. For
purposes of the 1,401,374 options that have not been granted as of the date of
this Registration Statement, the maximum offering price is $46.03, which has
been calculated based on the average of the high and low prices ($46.25 and
$45.80, respectively) of First BanCorp&#146;s common stock reported on the New York
Stock Exchange on August&nbsp;31, 2004.</TD>
</TR>

</TABLE>
<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>
<!-- link2 "Part I Information Required in the Section&nbsp;10(a) Prospectus" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Part I Information Required in the Section&nbsp;10(a) Prospectus</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">As permitted by Rule&nbsp;428 under the Securities Act, this Registration Statement
omits the information specified in Part&nbsp;I of Form S-8. The documents
containing the information specified in Part&nbsp;I will be delivered to the
participants of the stock option plan covered by this Registration Statement as
required by Rule 428(b) under the Securities Act. Such documents are not being
filed with the Securities and Exchange Commission (the &#147;Commission&#148;) as part of
this Registration Statement on Form S-8 or as prospectuses of prospectus
supplements pursuant to Rule&nbsp;424 under the Securities Act. These documents and
the documents incorporated by reference pursuant to Item&nbsp;3 of Part&nbsp;II of this
Registration Statement, taken together, constitute the prospectus as required
by Section 10(a) of the Securities Act.

<!-- link2 "Part II Information Required in the Registration Statement" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Part II Information Required in the Registration Statement</B>


<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference." -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">The following documents previously filed with the Commission by First BanCorp
are hereby incorporated by reference in this Registration Statement, except to
the extent that such reports and/or documents are &#147;furnished&#148; to the Commission
under the applicable item of Form 8-K, which reports and/or documents are not
incorporated by reference in this Registration Statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>First BanCorp&#146;s Annual Report on Form 10-K for the Fiscal Year
ended December&nbsp;31, 2003 filed with the Commission on March&nbsp;15, 2004, as
amended on March&nbsp;18, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>First BanCorp&#146;s Quarterly Reports on Form 10-Q for the quarters
ended March&nbsp;31, 2004 and June&nbsp;30, 2004 filed with the Commission on May
10, 2004 and August&nbsp;9, 2004, respectively;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>First BanCorp&#146;s Current Reports on Form 8-K filed with the
Commission on January&nbsp;26, 2004, April&nbsp;26, 2004 and July&nbsp;23, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of First BanCorp&#146;s Common Stock set forth in First
BanCorp&#146;s Registration Statement on Form 8-A, filed with the Commission
on January&nbsp;28, 1999 (which in turn incorporated such description from
the sections titled &#147;Differences in Stockholder Rights&#148; on pages 29 to
31 and &#147;Description of First BanCorp&#146;s Capital Stock&#148; on pages 40 to 42
of the Proxy Prospectus of First BanCorp filed with the Commission on
April&nbsp;24, 1998 as part of First BanCorp&#146;s Amendment No.&nbsp;2 to the
Registration Statement on Form S-4 (file 333-08460).</TD>
</TR>

</TABLE>

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">All documents filed by the Company pursuant to Sections&nbsp;13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;),
subsequent to the date of this Registration Statement shall be deemed to be
incorporated by reference in 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

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">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 or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

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<DIV align="left"><A NAME="003"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Not applicable. First BanCorp&#146;s Common Stock is registered under Section&nbsp;12 of
the Exchange Act.

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<DIV align="left"><A NAME="004"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">The validity of the shares of Common Stock of First BanCorp to be issued in
connection with this Registration Statement will be passed upon for the Company
by Fiddler, Gonz&#225;lez &#038; Rodr&#237;guez, PSC. As of the date of this Registration
Statement, certain of the partners of Fiddler, Gonz&#225;lez &#038; Rodr&#237;guez, PSC own,
in the aggregate, approximately 3,775 shares of Common Stock of First BanCorp
and 8,720 shares of serial Preferred Stock of First BanCorp.

<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers." -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Article&nbsp;NINTH of the Articles of Incorporation of First BanCorp (the
&#147;Corporation&#148;) provides the following:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney&#146;s fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if it is formally determined by the Board of
Directors, or other committee or entity empowered to make such
determination, that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
</TD>
</TR>
</TABLE>
<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the written request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney&#146;s fees) actually and reasonably incurred by him
in connection with the defense of settlement of such action or suit if it is
formally determined by the Board of Directors, or other committee or entity
empowered to make such determination, that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in
which such action was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in a paragraph 1 or 2 of this Article
NINTH, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney&#146;s fees) actually and
reasonably incurred by him in connection therewith.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any indemnification under paragraph 1 or 2 of this Article&nbsp;NINTH
(unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth therein.
Such determination shall be made (a)&nbsp;by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b)&nbsp;if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c)&nbsp;by the stockholders.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article&nbsp;NINTH.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The indemnification provided by this Article&nbsp;NINTH shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statute, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
</TD>
</TR>
</TABLE>
<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(7)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>By action of its Board of Directors, notwithstanding any interest of
the directors in the action, the Corporation may purchase and maintain
insurance, in such amounts as the Board of Directors deems appropriate, on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(8)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Notwithstanding anything contained herein to the contrary, no
indemnification may be made by the Corporation to any person if it relates
to the imposition of a fine for an infraction or violation of any provision
of the law.</TD>
</TR>

</TABLE>

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Section&nbsp;2652 of Title 14, Laws of Puerto Rico Annotated, provides the
following:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Every corporation created under the provisions of this subtitle shall have
the power to &#151;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;***&nbsp;(n)&nbsp;Reimburse to all directors and officers or former directors and
officers, or any person who, at the request of the corporation, has rendered
services as a director or officer of another corporation of which the
corporation is a stockholder or creditor, the expenses which necessarily or in
fact were incurred with respect to the defense in any action, suit or
proceeding in which such persons, or any of them, are included as a party or
parties for having been directors or officers of one or another corporation,
pursuant to the provisions of &#167; 2728 of this title.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2728 of Title 14, Laws of Puerto Rico Annotated, provides the
following:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved civil,
criminal, administrative or investigative action, suit or proceeding (except an
action initiated by the corporation or initiated to protect the interests of
the corporation), because the person has been or is a director, officer,
employee or agent of the corporation, or had been or is functioning at the
request of the corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or any other enterprise. The
compensation may include the expenses incurred in a reasonable manner,
including attorneys&#146; fees, adjudication or judgments, fines and amounts paid
upon settling such action, suit or proceeding, if the person acted in good
faith and in a manner which the person reasonably deemed consistent with the
best interests of the corporation and not opposed thereto, and that with
respect to any criminal action or proceeding, the person did not have
reasonable cause to believe that his conduct was unlawful.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved
action, suit or proceeding initiated by the corporation or initiated to protect
the interests of the


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">corporation to procure a judgment in its favor because the person is or has
been a director, officer, employee or agent of the corporation, or is or has
been in office at the request of the corporation as director, officer, employee
or agent of another corporation, partnership, joint venture, trust or any other
enterprise. The compensation may include the expenses incurred in a reasonable
manner, including attorneys&#146; fees, with respect to the defense or settlement of
such action or suit, if the person acted in good faith and in a manner he
reasonably deemed consistent with the best interests of the corporation and not
opposed thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;***&nbsp;(f)&nbsp;The compensation and advance of expenses provided in this
section shall not be deemed to exclude any other right which those seeking the
compensation or advance may have, pursuant to any bylaws, agreement, vote of
uninvolved stockholders or directors, or otherwise, with regard to their
actions, both in their official capacity or otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Company maintains a directors&#146; and officers&#146; liability insurance policy.

<!-- link2 "Item&nbsp;7. Exemption from Registration Claimed." -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 "Item&nbsp;8. Exhibits." -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Articles of Incorporation of First BanCorp, incorporated by reference
to Amendment No.&nbsp;2 to the Form&nbsp;S-4 Registration Statement (Reg. No.
333-08640), filed by First BanCorp with the Commission on April&nbsp;15, 1998,
as amended.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By-Laws of First BanCorp, incorporated by reference to Amendment No.&nbsp;2
to the Form&nbsp;S-4 Registration Statement (Reg. No.&nbsp;333-08640), filed by
First BanCorp with the Commission on April&nbsp;24, 1998, as amended.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Common Stock Certificate of First BanCorp, incorporated by
reference to Amendment No.&nbsp;2 to the Form&nbsp;S-4 Registration Statement (Reg.
No.&nbsp;333-08640), filed by First BanCorp with the Commission on April&nbsp;24,
1998, as amended.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">The FirstBank 1997 Employee Stock Option Plan is incorporated by
reference to Exhibit&nbsp;10.2 to First BanCorp&#146;s Annual Report on Form&nbsp;10-K
for the year ended December&nbsp;31, 1998, filed by First BanCorp with the
Commission on March&nbsp;26, 1999.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Fiddler, Gonz&#225;lez &#038; Rodr&#237;guez, PSC</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Fiddler, Gonz&#225;lez &#038; Rodr&#237;guez, PSC (included in the opinion
of such counsel filed as Exhibit&nbsp;5 hereto)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in page 10 hereof)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<!-- link2 "Item&nbsp;9. Undertakings." -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the &#147;Securities Act&#148;);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20&nbsp;percent change
in the maximum aggregate offering price set forth in the &#147;Calculation
of Registration Fee&#148; table in the effective Registration Statement; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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;</TD>
</TR>

</TABLE>

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section&nbsp;13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan&#146;s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person against
the registrant in connection with the securities being registered, the
registrant 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 it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 "Signatures" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Signatures</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Pursuant to the requirements of the Securities Act of 1933, the registrant
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 City of San Juan, Puerto Rico, on this 31st day of August,
2004.


<P align="left" style="font-size: 10pt">First BanCorp


<P align="left" style="font-size: 10pt">By <u>\s\ Annie Astor Carbonell</u>


<P align="left" style="font-size: 10pt">Name: Annie Astor-Carbonell


<P align="left" style="font-size: 10pt">Title: Senior Executive Vice President, Chief Financial Officer, Director


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">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
dates indicated.


<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below hereby constitutes and appoints
&#193;ngel &#193;lvarez P&#233;rez and Annie Astor-Carbonell and each of them acting singly,
each with full power to act without the other, his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her 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(b) 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 each of 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 or she might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">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.


<P align="left" style="font-size: 10pt">By <u>\s\ &#193;ngel &#193;lvarez-P&#233;rez</u>


<P align="left" style="font-size: 10pt">Name: &#193;ngel &#193;lvarez-P&#233;rez


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">Title: President, Chief Executive Officer, Chairman of the Board of Directors


<P align="left" style="font-size: 10pt">Date: August&nbsp;31, 2004


<P align="left" style="font-size: 10pt">By <u>\s\ Jos&#233; Teixidor-M&#233;ndez</u>


<P align="left" style="font-size: 10pt">Name: Jos&#233; Teixidor-M&#233;ndez


<P align="left" style="font-size: 10pt">Title: Director


<P align="left" style="font-size: 10pt">Date: August&nbsp;31, 2004


<P align="left" style="font-size: 10pt">By <u>\s\ Jos&#233; Juli&#225;n &#193;lvarez-Bracero</u>


<P align="left" style="font-size: 10pt">Name: Jos&#233; Juli&#225;n &#193;lvarez-Bracero


<P align="left" style="font-size: 10pt">Title: Director


<P align="left" style="font-size: 10pt">Date: August&nbsp;31, 2004


<P align="left" style="font-size: 10pt">By <u>\s\ Jos&#233; L. Ferrer-Canals</u>


<P align="left" style="font-size: 10pt">Name: Jos&#233; L. Ferrer-Canals


<P align="left" style="font-size: 10pt">Title: Director


<P align="left" style="font-size: 10pt">Date: August&nbsp;31, 2004


<P align="left" style="font-size: 10pt">By <u>\s\ Jorge L. D&#237;az-Irizarry</u>


<P align="left" style="font-size: 10pt">Name: Jorge L. D&#237;az-Irizarry


<P align="left" style="font-size: 10pt">Title: Director


<P align="left" style="font-size: 10pt">Date: August&nbsp;31, 2004


<P align="left" style="font-size: 10pt">By <u>\s\ Sharee Ann Umpierre-Catinchi</u>


<P align="left" style="font-size: 10pt">Name: Sharee Ann Umpierre-Catinchi


<P align="left" style="font-size: 10pt">Title: Director


<P align="left" style="font-size: 10pt">Date: August&nbsp;31, 2004


<P align="left" style="font-size: 10pt">By <u>\s\ Jos&#233; A. Men&#233;ndez-Cortada</u>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">Name: Jos&#233; A. Men&#233;ndez-Cortada


<P align="left" style="font-size: 10pt">Title: Director


<P align="left" style="font-size: 10pt">Date: August&nbsp;31, 2004


<P align="left" style="font-size: 10pt">By <u>\s\ Richard Reiss-Huyke</u>


<P align="left" style="font-size: 10pt">Name: Richard Reiss-Huyke


<P align="left" style="font-size: 10pt">Title: Director


<P align="left" style="font-size: 10pt">Date: September&nbsp;7, 2004


<P align="left" style="font-size: 10pt">By <u>\s\ Laura Villarino Tur</u>


<P align="left" style="font-size: 10pt">Name: Laura Villarino Tur


<P align="left" style="font-size: 10pt">Title: Controller, Senior Vice President


<P align="left" style="font-size: 10pt">Date: August&nbsp;31, 2004



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Exhibit<BR>
Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Articles of Incorporation of First BanCorp, incorporated by reference
to Amendment No.&nbsp;2 to the Form&nbsp;S-4 Registration Statement (Reg. No.
333-08640), filed by First BanCorp with the Commission on April&nbsp;15, 1998,
as amended.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By-Laws of First BanCorp, incorporated by reference to Amendment No.&nbsp;2
to the Form&nbsp;S-4 Registration Statement (Reg. No.&nbsp;333-08640), filed by
First BanCorp with the Commission on April&nbsp;24, 1998, as amended.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Common Stock Certificate of First BanCorp, incorporated by
reference to Amendment No.&nbsp;2 to the Form&nbsp;S-4 Registration Statement (Reg.
No.&nbsp;333-08640), filed by First BanCorp with the Commission on April&nbsp;24,
1998, as amended.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">The FirstBank 1997 Employee Stock Option Plan is incorporated by
reference to Exhibit&nbsp;10.2 to First BanCorp&#146;s Annual Report on Form&nbsp;10-K
for the year ended December&nbsp;31, 1998, filed by First BanCorp with the
Commission on March&nbsp;26, 1999.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Fiddler, Gonz&#225;lez &#038; Rodr&#237;guez, PSC</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of PricewaterhouseCoopers LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Fiddler, Gonz&#225;lez &#038; Rodr&#237;guez, PSC (included in the opinion
of such counsel filed as Exhibit&nbsp;5 hereto)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in page 10 hereof)</TD>
</TR>

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FIRST BANCORP
Table of Contents
As filed with the
Securities and Exchange Commission on September 8, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRST BANCORP
(Exact name of registrant as specified in its charter)
COMMONWEALTH OF PUERTO RICO
(State or other jurisdiction of incorporation or organization)
66-0561882
(I.R.S. Employer Identification No.)
1519 Ponce de León Avenue, Santurce, Puerto Rico 00908
(Address of Principal Executive Offices)
FirstBank 1997 Employee Stock Option Plan
(Full title of the plan)
Annie Astor-Carbonell
1519 Ponce de León Avenue
Santurce, Puerto Rico 00908
(Name and address of agent for service)
(787) 729-8200
(Telephone number, including area code, of agent for service)
TABLE OF CONTENTS
Part I Information Required in the Section 10(a) Prospectus
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.
Signatures
EXHIBIT INDEX
EX-5 OPINION OF FIDDLER, GONZALEZ & RODRIGUEZ, PSC
EX-23.1  CONSENT OF PRICEWATERHOUSECOOPERS, LLP
Table of Contents
CALCULATION OF REGISTRATION FEE
Title of each
Amount to be
Proposed maximum
Proposed maximum
class of securities
registered
offering price
aggregate offering
Amount of
to be registered
(1)
per share (2)
price (2)
registration fee
Common Stock First
BanCorp, par value
of $1.00 per share
3,936,904 shares
$22.24 and $46.03
$120,895,432.42
$15,317.45
(1)
The amount being registered also includes an indeterminate number of shares
of Common Stock of First BanCorp which may be issued 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. For purposes
of the 2,535,530 options that as of the date of this Registration Statement are
outstanding under the stock option plan, the maximum offering price is equal to
$22.24, which is the weighted average price for such outstanding options. For
purposes of the 1,401,374 options that have not been granted as of the date of
this Registration Statement, the maximum offering price is $46.03, which has
been calculated based on the average of the high and low prices ($46.25 and
$45.80, respectively) of First BanCorp's common stock reported on the New York
Stock Exchange on August 31, 2004.
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Part I Information Required in the Section 10(a) Prospectus
As permitted by Rule 428 under the Securities Act, this Registration Statement
omits the information specified in Part I of Form S-8. The documents
containing the information specified in Part I will be delivered to the
participants of the stock option plan covered by this Registration Statement as
required by Rule 428(b) under the Securities Act. Such documents are not being
filed with the Securities and Exchange Commission (the "Commission") as part of
this Registration Statement on Form S-8 or as prospectuses of prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the prospectus as required
by Section 10(a) of the Securities Act.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Commission by First BanCorp
are hereby incorporated by reference in this Registration Statement, except to
the extent that such reports and/or documents are "furnished" to the Commission
under the applicable item of Form 8-K, which reports and/or documents are not
incorporated by reference in this Registration Statement:
(a)
First BanCorp's Annual Report on Form 10-K for the Fiscal Year
ended December 31, 2003 filed with the Commission on March 15, 2004, as
amended on March 18, 2004;
(b)
First BanCorp's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2004 and June 30, 2004 filed with the Commission on May
10, 2004 and August 9, 2004, respectively;
(c)
First BanCorp's Current Reports on Form 8-K filed with the
Commission on January 26, 2004, April 26, 2004 and July 23, 2004;
(d)
The description of First BanCorp's Common Stock set forth in First
BanCorp's Registration Statement on Form 8-A, filed with the Commission
on January 28, 1999 (which in turn incorporated such description from
the sections titled "Differences in Stockholder Rights" on pages 29 to
31 and "Description of First BanCorp's Capital Stock" on pages 40 to 42
of the Proxy Prospectus of First BanCorp filed with the Commission on
April 24, 1998 as part of First BanCorp's Amendment No. 2 to the
Registration Statement on Form S-4 (file 333-08460).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement shall be deemed to be
incorporated by reference in 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
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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 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. First BanCorp's Common Stock is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock of First BanCorp to be issued in
connection with this Registration Statement will be passed upon for the Company
by Fiddler, González & Rodríguez, PSC. As of the date of this Registration
Statement, certain of the partners of Fiddler, González & Rodríguez, PSC own,
in the aggregate, approximately 3,775 shares of Common Stock of First BanCorp
and 8,720 shares of serial Preferred Stock of First BanCorp.
Item 6. Indemnification of Directors and Officers.
Article NINTH of the Articles of Incorporation of First BanCorp (the
"Corporation") provides the following:
(1)
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if it is formally determined by the Board of
Directors, or other committee or entity empowered to make such
determination, that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
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(2)
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the written request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees) actually and reasonably incurred by him
in connection with the defense of settlement of such action or suit if it is
formally determined by the Board of Directors, or other committee or entity
empowered to make such determination, that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in
which such action was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
(3)
To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in a paragraph 1 or 2 of this Article
NINTH, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney's fees) actually and
reasonably incurred by him in connection therewith.
(4)
Any indemnification under paragraph 1 or 2 of this Article NINTH
(unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth therein.
Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the stockholders.
(5)
Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article NINTH.
(6)
The indemnification provided by this Article NINTH shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statute, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
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(7)
By action of its Board of Directors, notwithstanding any interest of
the directors in the action, the Corporation may purchase and maintain
insurance, in such amounts as the Board of Directors deems appropriate, on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such.
(8)
Notwithstanding anything contained herein to the contrary, no
indemnification may be made by the Corporation to any person if it relates
to the imposition of a fine for an infraction or violation of any provision
of the law.
Section 2652 of Title 14, Laws of Puerto Rico Annotated, provides the
following:
Every corporation created under the provisions of this subtitle shall have
the power to —
*** (n) Reimburse to all directors and officers or former directors and
officers, or any person who, at the request of the corporation, has rendered
services as a director or officer of another corporation of which the
corporation is a stockholder or creditor, the expenses which necessarily or in
fact were incurred with respect to the defense in any action, suit or
proceeding in which such persons, or any of them, are included as a party or
parties for having been directors or officers of one or another corporation,
pursuant to the provisions of § 2728 of this title.
Section 2728 of Title 14, Laws of Puerto Rico Annotated, provides the
following:
(a) A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved civil,
criminal, administrative or investigative action, suit or proceeding (except an
action initiated by the corporation or initiated to protect the interests of
the corporation), because the person has been or is a director, officer,
employee or agent of the corporation, or had been or is functioning at the
request of the corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or any other enterprise. The
compensation may include the expenses incurred in a reasonable manner,
including attorneys' fees, adjudication or judgments, fines and amounts paid
upon settling such action, suit or proceeding, if the person acted in good
faith and in a manner which the person reasonably deemed consistent with the
best interests of the corporation and not opposed thereto, and that with
respect to any criminal action or proceeding, the person did not have
reasonable cause to believe that his conduct was unlawful.
(b) A corporation may compensate any person who is, has been a party, or
is under threat of becoming a party to any imminent, pending or resolved
action, suit or proceeding initiated by the corporation or initiated to protect
the interests of the
Table of Contents
corporation to procure a judgment in its favor because the person is or has
been a director, officer, employee or agent of the corporation, or is or has
been in office at the request of the corporation as director, officer, employee
or agent of another corporation, partnership, joint venture, trust or any other
enterprise. The compensation may include the expenses incurred in a reasonable
manner, including attorneys' fees, with respect to the defense or settlement of
such action or suit, if the person acted in good faith and in a manner he
reasonably deemed consistent with the best interests of the corporation and not
opposed thereto.
*** (f) The compensation and advance of expenses provided in this
section shall not be deemed to exclude any other right which those seeking the
compensation or advance may have, pursuant to any bylaws, agreement, vote of
uninvolved stockholders or directors, or otherwise, with regard to their
actions, both in their official capacity or otherwise.
In addition, the Company maintains a directors' and officers' liability insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number
Description
4.1
Articles of Incorporation of First BanCorp, incorporated by reference
to Amendment No. 2 to the Form S-4 Registration Statement (Reg. No.
333-08640), filed by First BanCorp with the Commission on April 15, 1998,
as amended.
4.2
By-Laws of First BanCorp, incorporated by reference to Amendment No. 2
to the Form S-4 Registration Statement (Reg. No. 333-08640), filed by
First BanCorp with the Commission on April 24, 1998, as amended.
4.3
Form of Common Stock Certificate of First BanCorp, incorporated by
reference to Amendment No. 2 to the Form S-4 Registration Statement (Reg.
No. 333-08640), filed by First BanCorp with the Commission on April 24,
1998, as amended.
4.4
The FirstBank 1997 Employee Stock Option Plan is incorporated by
reference to Exhibit 10.2 to First BanCorp's Annual Report on Form 10-K
for the year ended December 31, 1998, filed by First BanCorp with the
Commission on March 26, 1999.
5
Opinion of Fiddler, González & Rodríguez, PSC
Table of Contents
Exhibit Number
Description
23.1
Consent of PricewaterhouseCoopers LLP
23.2
Consent of Fiddler, González & Rodríguez, PSC (included in the opinion
of such counsel filed as Exhibit 5 hereto)
24
Power of Attorney (included in page 10 hereof)
Item 9. Undertakings.
(a) The undersigned registrant 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 of 1933, as amended (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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement; and
(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 (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person against
the registrant in connection with the securities being registered, the
registrant 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 it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 City of San Juan, Puerto Rico, on this 31st day of August,
2004.
First BanCorp
By
\s\ Annie Astor Carbonell
Name: Annie Astor-Carbonell
Title: Senior Executive Vice President, Chief Financial Officer, Director
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
dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Ángel Álvarez Pérez and Annie Astor-Carbonell and each of them acting singly,
each with full power to act without the other, his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her 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(b) 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 each of 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 or she might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
By
\s\ Ángel Álvarez-Pérez
Name: Ángel Álvarez-Pérez
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Title: President, Chief Executive Officer, Chairman of the Board of Directors
Date: August 31, 2004
By
\s\ José Teixidor-Méndez
Name: José Teixidor-Méndez
Title: Director
Date: August 31, 2004
By
\s\ José Julián Álvarez-Bracero
Name: José Julián Álvarez-Bracero
Title: Director
Date: August 31, 2004
By
\s\ José L. Ferrer-Canals
Name: José L. Ferrer-Canals
Title: Director
Date: August 31, 2004
By
\s\ Jorge L. Díaz-Irizarry
Name: Jorge L. Díaz-Irizarry
Title: Director
Date: August 31, 2004
By
\s\ Sharee Ann Umpierre-Catinchi
Name: Sharee Ann Umpierre-Catinchi
Title: Director
Date: August 31, 2004
By
\s\ José A. Menéndez-Cortada
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Name: José A. Menéndez-Cortada
Title: Director
Date: August 31, 2004
By
\s\ Richard Reiss-Huyke
Name: Richard Reiss-Huyke
Title: Director
Date: September 7, 2004
By
\s\ Laura Villarino Tur
Name: Laura Villarino Tur
Title: Controller, Senior Vice President
Date: August 31, 2004
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EXHIBIT INDEX
Exhibit
Number
Description
4.1
Articles of Incorporation of First BanCorp, incorporated by reference
to Amendment No. 2 to the Form S-4 Registration Statement (Reg. No.
333-08640), filed by First BanCorp with the Commission on April 15, 1998,
as amended.
4.2
By-Laws of First BanCorp, incorporated by reference to Amendment No. 2
to the Form S-4 Registration Statement (Reg. No. 333-08640), filed by
First BanCorp with the Commission on April 24, 1998, as amended.
4.3
Form of Common Stock Certificate of First BanCorp, incorporated by
reference to Amendment No. 2 to the Form S-4 Registration Statement (Reg.
No. 333-08640), filed by First BanCorp with the Commission on April 24,
1998, as amended.
4.4
The FirstBank 1997 Employee Stock Option Plan is incorporated by
reference to Exhibit 10.2 to First BanCorp's Annual Report on Form 10-K
for the year ended December 31, 1998, filed by First BanCorp with the
Commission on March 26, 1999.
5
Opinion of Fiddler, González & Rodríguez, PSC
23.1
Consent of PricewaterhouseCoopers LLP
23.2
Consent of Fiddler, González & Rodríguez, PSC (included in the opinion
of such counsel filed as Exhibit 5 hereto)
24
Power of Attorney (included in page 10 hereof)