Registration No. 333-_____
                                                            Filed May 21, 1999


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            R&G FINANCIAL CORPORATION
   ---------------------------------------------------------------------------
    (Exact Name of Registrant as specified in its Articles of Incorporation)


        Puerto Rico                                      66-0532217
  ------------------------                     ---------------------------------
  (State of incorporation)                     (IRS Employer Identification No.)


                           280 Jesus T. Pinero Avenue
                      Hato Rey, San Juan, Puerto Rico 00918
                 ----------------------------------------------

          (Address of principal executive offices, including zip code)



                   R&G FINANCIAL CORPORATION STOCK OPTION PLAN
      ---------------------------------------------------------------------
                            (Full Title of the Plan)


                                           Copies to:
                                           Norman B. Antin, Esq.
Victor J.  Galan                           Elias, Matz, Tiernan & Herrick L.L.P.
Chairman of the Board                      734 15th Street, N.W.
 and Chief Executive Officer               Washington, D.C.  20005
R&G Financial Corporation                  (202) 347-0300
280 Jesus T. Pinero Avenue
Hato Rey, San Juan, Puerto Rico 00918
(787) 758-2424
------------------------------------
(Name, address, and telephone number
 of agent for service)
<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

            Title of                                  Proposed             Proposed
           Securities                                  Maximum              Maximum               Amount of
             to be                Amount to be     Offering Price          Aggregate            Registration
           Registered            Registered(1)        Per Share         Offering Price               Fee

<S>                              <C>               <C>                   <C>                    <C>       
Class B Common Stock, par
value $.01 per share             756,000           $    4.16   (3)      $3,144,960 (3)         $      875
                                                                                               
Class B Common Stock, par                                                                      
value $.01 per share             113,400           $   15.4375 (4)      $1,750,613 (4)         $      487
                                 -------                                ----------             ----------
                                                                                               
Total                            869,400(2)                             $4,895,573             $    1,362
                                 =======                                ==========             ==========
</TABLE>

(1)   Together with an  indeterminate  number of additional  shares which may be
necessary to adjust the number of shares  reserved for issuance  pursuant to the
R&G Financial  Corporation  ("Company" or  "Registrant")  Stock Option Plan (the
"Plan") as a result of a stock split,  stock  dividend or similar  adjustment of
the outstanding Class B common stock, $.01 par value per share ("Common Stock"),
of the Company.

(2)   Represents shares reserved for issuance pursuant to the Plan.

(3)   Estimated  solely for the purpose of  calculating  the  registration  fee,
which  has  been  calculated  pursuant  to Rule  457(h)  promulgated  under  the
Securities  Act of 1933, as amended  ("Securities  Act").  The Proposed  Maximum
Offering Price Per Share is equal to the weighted average exercise price for the
options to purchase  756,000 shares of Common Stock which are outstanding  under
the Plan as of the date hereof.

(4)   Estimated  solely for the purposes of calculating the  registration fee in
accordance with Rule 457(c)  promulgated  under the Securities Act. The Proposed
Maximum  Offering Price Per Share for the 113,400 shares for which stock options
have not been granted  under the Plan is equal to the closing sales price of the
Common Stock of the Company on May 18, 1999 on the Nasdaq Stock Market.

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

         This Registration  Statement shall become effective  automatically upon
the date of filing in accordance  with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.
                                       2
<PAGE>
                                     PART I

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

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

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with Rule 428 under the Securities Act of 1933, as amended ("Securities
         Act"), and the Note to Part I on Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents  filed or to be filed with the  Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement:

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended December 31, 1998 filed with the Commission on March 31, 1999;

                  (b) All  reports  filed by the  Company  pursuant  to Sections
         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
         financial  statements  in the Annual  Report  referred to in clause (a)
         above;

                  (c)  The  description  of the  Common  Stock  of  the  Company
         contained  in the  Company's  Registration  Statement on Form 8-A filed
         with the Commission on August 5, 1996;

                  (d) All  documents  filed by the Company  pursuant to Sections
         13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
         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.

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

                                       3
<PAGE>
Item 4. Description of Securities.

         Not  applicable  since the Company's  Common Stock is registered  under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

          Article VI of the Registrant's Bylaws provide as follows:

          6.1  Indemnification.

          (a)  The Company shall indemnify,  to the fullest extent authorized by
the General  Corporation Law of the  Commonwealth of Puerto Rico, 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  Company) by
reason of the fact that he is or was a director,  officer, employee, or agent of
the  Company,  or is or was serving at the  written  request of the Company as a
director, officer, employer or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a matter he 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  his  conduct  was  unlawful,
provided  that the Company  shall not be liable for any amounts which may be due
to any person in connection with a settlement of any action,  suit or proceeding
effected  without its prior  written  consent or any action,  suit or proceeding
initiated  by any person  seeking  indemnification  hereunder  without its prior
written consent.  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 Company and,  with respect to any criminal
action or proceeding,  that such person had reasonable cause to believe that his
conduct was unlawful.

          (b)  The Company  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  Company 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  Company,  or is or was serving at the  written  request of the Company as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company,  except that no indemnification  shall be made in respect of any claim,
issue or matter as to which such
                                       4
<PAGE>
person shall have been adjudged to be liable for negligence or misconduct in the
performance  of his duty to the  Company  unless and only to the extent that the
court in which such action or suit 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
expense which such court shall deem proper.

          (c)  To the extent that a director, officer, employee, or agent of the
Company has been successful on the merits or otherwise in defense of any action,
suit or  proceeding  referred  to in Section  6.1(a) or  Section  6.1(b) of this
Article  VI, or in defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

          (d)  Any  indemnification  under Section  6.1(a) or Section  6.1(b) of
this Article VI (unless ordered by a court) shall be made by the Company 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.

          (e)  The Company  shall not be liable for any amounts which may be due
to any person in connection with a settlement of any action,  suit or proceeding
initiated by any person  seeking  indemnification  under this Article VI without
its prior written consent.

          6.2  Advancement   of   Expenses.   Reasonable   expenses   (including
attorneys'  fees)  incurred in  defending a civil or  criminal  action,  suit or
proceeding described in Section 6.1 may be paid by the Company 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 or officer to repay such amount  unless it shall  ultimately  be
determined that he is entitled to be indemnified by the Company as authorized in
this Article VI.

          6.3  Other Rights and Remedies. The indemnification and advancement of
expenses  provided  by, or granted  pursuant  to,  this  Article VI shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses may be entitled under any statute,  by-law,  agreement,
vote of stockholders or disinterested directors or otherwise, both as to actions
in their official  capacity and as to actions 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.

          6.4  Insurance.  By action of its Board of Directors,  notwithstanding
any  interest of the  directors  in the action,  the  Company 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  Company,  or is or was serving at the  written  request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other
                                       5
<PAGE>
enterprise,  against any liability  asserted  against him and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
Company  would have the power or would be required to indemnify him against such
liability under the provisions of this Article VI or of the General  Corporation
Law of the  Commonwealth  of Puerto  Rico,  or of the laws of any other State or
political  dependency  of  the  United  States  or  foreign  country  as  may be
applicable.

          6.5  Modification.  The  duties of the  Company  to  indemnify  and to
advance  expenses to a  director,  officer,  employee or agent  provided in this
Article VI shall be in the nature of a contract  between  the  Company  and each
such  person,  and no  amendment  or repeal of any  provision of this Article VI
shall alter,  to the  detriment of such person,  the right of such person to the
advance of  expenses  or  indemnification  related to a claim based on an act or
failure to act which took place prior to such amendment or repeal.

          An  unofficial  English  translation  of Article  4.08 of the  General
Corporation Law of 1996 of the Commonwealth of Puerto Rico provides:

          A.   A  corporation  may indemnify any person who is or was 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 said person was or is a director,  officer  employee,  or agent of the
corporation,  or was  or is  serving  at the  request  of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise.  The  indemnification  may include expenses
reasonably incurred,  including attorneys' fees, awards or judgments,  fines and
amounts paid in settlement of such action,  suit or  proceeding,  if 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  legal  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 or 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,  that the person did not have  reasonable  cause to believe that his
conduct was unlawful.

          B.   A  corporation  may indemnify any person who is or was 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 protect the  interests 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 request of the corporation as a director,  officer,  employee, or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise.  The  indemnification  may  include  expenses  reasonably  incurred,
including  attorneys' fees, in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in,  and not  opposed  to,  the  best  interests  of the  corporation.  No
indemnification  shall be made in respect  of any  claim,  matter or issue as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless,  upon application  therefor,  the court in which such action or suit was
brought shall determine that,  despite the adjudication of liability and in view
of all the  circumstances  of the 
                                       6
<PAGE>
case,  such person is fairly and reasonably  entitled to be indemnified for such
expenses  which such court  shall deem  proper,  and only to the extent to which
said court shall determine.

          C.   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 subsections A and B or in defense of
any claim,  matter or issue related  thereto,  he shall be  indemnified  against
expenses  reasonably  incurred by him (including  attorneys'  fees) by reason of
such action, suit or proceeding.

          D.   Any  indemnification  under  subsections  A  and B  (except  that
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 in subsections A and B of this article.
Such determination shall be made:

                  1. 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, even if said directors constitute less than a quorum; or

                  2.  if  there  shall  not be any  such  directors,  or if such
         directors  shall so  determine  by an  independent  legal  counsel in a
         written opinion to such effect; or

                  3.  by the stockholders.

         E. Prior to the final  disposition of such action,  suit or proceeding,
the corporation may pay in advance  expenses  incurred by an officer or director
defending a civil or criminal  action,  suit or  proceeding.  Upon receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it  shall   ultimately   be   determined   that  he  is  not  entitled  to  such
indemnification by the corporation, as authorized in this Article. Such expenses
incurred  by other  employees  and  agents  may be so paid upon  such  terms and
conditions, if any, as the board of directors deems convenient.

         F. The  indemnification  and  advancement of expenses  provided by this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification  or advancement  (of expenses) may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to  actions in their  official  capacity  and as to actions in another  capacity
while holding such office.

         G.  Every  corporation  shall  have  power  to  purchase  and  maintain
insurance 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  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 or incurred by him in any such capacity,  or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under the provisions of this Article.

                                       7
<PAGE>
          H.   For purposes of this Article,  "the corporation"  shall be deemed
to include, in addition to the resulting corporations,  any corporation which is
a party to any  consolidation  or merger that is absorbed in a consolidation  or
merger which, if its separate legal existence had continued,  would have had the
power and  authority to indemnify  its  directors,  officers,  and  employees or
agents. So that any person who is or was a director,  officer, employee or agent
of such  constituent  corporation,  or is or was  serving at the request of such
constituent  corporation as a director,  officer or employee or agent of another
corporation,  partnership, joint venture, trust or other enterprise, shall stand
in the same  position  under the  provisions of this Article with respect to the
resulting  or  surviving  corporation  as he would  have  with  respect  to such
constituent corporation if its separate legal existence had continued.


          I.   For purposes of this Article,  the term "other enterprises" shall
include  employee  benefit  plans.  The term  "fines"  shall  include  any taxes
assessed on a person with  respect to any  benefit or  employee  plan.  The term
"serving  at the  request of the  corporation"  shall  include  any service as a
director,  officer,  employee,  or agent of the corporation which imposes duties
on, or involves  services by, such director,  officer,  employee,  or agent with
respect to an employee  pension plan,  its  participants,  or  beneficiaries.  A
person who acted in good faith and in a manner he  reasonably  believed to be in
the interest of the participants  and  beneficiaries of an employee pension plan
shall  further  be deemed to have  acted in a manner  "not  opposed  to the best
interests of the corporation" as referred to in this Article.

Item 7.  Exemption from Registration Claimed.

         Not  applicable  since no  restricted  securities  will be reoffered or
resold pursuant to this Registration Statement.

                                       8
<PAGE>
Item 8.  Exhibits

         The following exhibits are filed with or incorporated by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

 No.              Exhibit                                                Page
 ---              -------                                                ----
                                                                         
 4                Common Stock Certificate                                 *
                                                                         
 5                Opinion of Elias, Matz, Tiernan & Herrick               E-1
                    L.L.P. as to the legality of the securities          
                                                                         
 23.1             Consent of Elias, Matz, Tiernan & Herrick               --
                  L.L.P. (contained in the opinion included              
                   as Exhibit 5)                                         
                                                                         
 23.2             Consent of PricewaterhouseCoopers LLP                   E-3
                                                                         
 24               Power of attorney for any subsequent                    --
                   amendments is located in the signature pages          
                                                                         
 99.1             R&G Financial Corporation Stock Option Plan              *
                                                                         
----------

     *    Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission  File No.  333-06245) filed with the Commission on June 18,
1996, as amended.

Item 9.  Undertakings.

         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, (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,  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  in  such
information in the Registration Statement;  provided,  however, that clauses (i)
and  (ii)  do  not  apply  if  the  information  required  to be  included  in a
post-effective amendment by those clauses is 

                                       9
<PAGE>
contained in periodic reports filed by the Registrant  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  therein,  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.

     4.   That,  for  the  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  Exchange  Act 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.

     5.   Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 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  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  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 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 questions whether such  indemnification by it is against public
policy  expressed  in the  Securities  Act and  will be  governed  by the  final
adjudication of such issue.

                                       10
<PAGE>
                                 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, Commonwealth of Puerto Rico on the 21st day
of May 1999.

R&G FINANCIAL CORPORATION



By:      /s/ Victor J. Galan
         ----------------------------
         Victor J.  Galan
         Chairman of the Board and Chief
          Executive Officer


         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.  Each of the directors and/or officers of
R&G Financial  Corporation  whose signature appears below hereby appoints Victor
J. Galan, as his or her  attorney-in-fact to sign in his or her name and behalf,
in any and all  capacities  stated  below  and to file with the  Securities  and
Exchange Commission any and all amendments, including post-effective amendments,
to  this  Registration  Statement  on  Form  S-8,  making  such  changes  in the
Registration  Statement as  appropriate,  and generally to do all such things in
their  behalf in their  capacities  as directors  and/or  officers to enable R&G
Financial  Corporation  to comply with the  provisions of the  Securities Act of
1933, and all requirements of the Securities and Exchange Commission.

<TABLE>
<CAPTION>
            Name                                        Title                               Date
            ----                                        -----                               ----

<S>                                         <C>                                               <C>
/s/ Victor J. Galan                         Chairman of the Board and Chief                   May 21, 1999
---------------------------                 Executive  Officer                 
Victor J. Galan                             (principal executive officer)      
                                            


/s/ Ana M. Armendariz                       Director and Treasurer                            May 21, 1999
---------------------------
Ana M. Armendariz



/s/ Ramon Prats                             Executive Vice President and Director             May 21, 1999
---------------------------
Ramon Prats
</TABLE>
                       
<PAGE>
<TABLE>
<CAPTION>
            Name                                        Title                               Date
            ----                                        -----                               ----
<S>                                         <C>                                               <C>
/s/ Enrique Umpierre-Suarez                 Director and Secretary                            May 21, 1999
---------------------------
Enrique Umpierre-Suarez


/s/ Victor L. Galan Fundora                 Director                                          May 21, 1999
---------------------------
Victor L. Galan Fundora


/s/ Juan J. Diaz                            Director                                          May 21, 1999
---------------------------
Juan J. Diaz


/s/ Pedro Ramirez                           Director                                          May 21, 1999
---------------------------
Pedro Ramirez


/s/ Laureno Carus Abarca                    Director                                          May 21, 1999
---------------------------
Laureno Carus Abarca


/s/ Eduardo McCormack                       Director                                          May 21, 1999
---------------------------
Eduardo McCormack 


/s/ Gilberto Rivera-Arreaga                 Director                                          May 21, 1999
---------------------------
Gilberto Rivera-Arreaga


/s/ Benigno R. Fernandez                    Director                                          May 21, 1999
----------------------------
Benigno R. Fernandez


/s/ Joseph R. Sandoval                      Senior Vice President and Chief Financial         May 21, 1999
----------------------------                Officer (Principal financial and    
Joseph R. Sandoval                          accounting officer)                 
</TABLE>
                                            
                                       12
<PAGE>
<TABLE>
<CAPTION>
            Name                                        Title                               Date
            ----                                        -----                               ----
<S>                                         <C>                                               <C>
/s/ Ileana M.  Colon-Carlo                  Director                                          May 21, 1999
----------------------------
Ileana M.  Colon-Carlo

                                                                                              May 21, 1999
/s/ Roberto Gorbea                          Director
----------------------------
Roberto Gorbea
</TABLE>
                                       13
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 34728}]
{"company-data": {"conformed-name": "R&G FINANCIAL CORP", "cik": "0001016933", "assigned-sic": "6799", "irs-number": "660532217", "state-of-incorporation": "PR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79019", "film-number": "99631822"}, "business-address": {"street1": "280 JESUS T. PINERO AVE", "city": "HATO REY, SAN JUAN", "state": "PR", "zip": "00918"}, "mail-address": {"street1": "280 JESUS T PINERO AVE", "city": "HATO REY, SAN JUAN", "state": "PR", "zip": "00918"}}
Registration No. 333-_____
                                                            Filed May 21, 1999

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            R&G FINANCIAL CORPORATION
   ---------------------------------------------------------------------------
    (Exact Name of Registrant as specified in its Articles of Incorporation)

        Puerto Rico                                      66-0532217
  ------------------------                     ---------------------------------
  (State of incorporation)                     (IRS Employer Identification No.)

                           280 Jesus T. Pinero Avenue
                      Hato Rey, San Juan, Puerto Rico 00918
                 ----------------------------------------------

          (Address of principal executive offices, including zip code)

                   R&G FINANCIAL CORPORATION STOCK OPTION PLAN
      ---------------------------------------------------------------------
                            (Full Title of the Plan)

                                           Copies to:
                                           Norman B. Antin, Esq.
Victor J.  Galan                           Elias, Matz, Tiernan & Herrick L.L.P.
Chairman of the Board                      734 15th Street, N.W.
 and Chief Executive Officer               Washington, D.C.  20005
R&G Financial Corporation                  (202) 347-0300
280 Jesus T. Pinero Avenue
Hato Rey, San Juan, Puerto Rico 00918
(787) 758-2424
------------------------------------
(Name, address, and telephone number
 of agent for service)
CALCULATION OF REGISTRATION FEE

            Title of                                  Proposed             Proposed
           Securities                                  Maximum              Maximum               Amount of
             to be                Amount to be     Offering Price          Aggregate            Registration
           Registered            Registered(1)        Per Share         Offering Price               Fee
Class B Common Stock, par
value $.01 per share             756,000           $    4.16   (3)      $3,144,960 (3)         $      875
                                                                                               
Class B Common Stock, par                                                                      
value $.01 per share             113,400           $   15.4375 (4)      $1,750,613 (4)         $      487
                                 -------                                ----------             ----------
                                                                                               
Total                            869,400(2)                             $4,895,573             $    1,362
                                 =======                                ==========             ==========
(1)   Together with an  indeterminate  number of additional  shares which may be
necessary to adjust the number of shares  reserved for issuance  pursuant to the
R&G Financial  Corporation  ("Company" or  "Registrant")  Stock Option Plan (the
"Plan") as a result of a stock split,  stock  dividend or similar  adjustment of
the outstanding Class B common stock, $.01 par value per share ("Common Stock"),
of the Company.

(2)   Represents shares reserved for issuance pursuant to the Plan.

(3)   Estimated  solely for the purpose of  calculating  the  registration  fee,
which  has  been  calculated  pursuant  to Rule  457(h)  promulgated  under  the
Securities  Act of 1933, as amended  ("Securities  Act").  The Proposed  Maximum
Offering Price Per Share is equal to the weighted average exercise price for the
options to purchase  756,000 shares of Common Stock which are outstanding  under
the Plan as of the date hereof.

(4)   Estimated  solely for the purposes of calculating the  registration fee in
accordance with Rule 457(c)  promulgated  under the Securities Act. The Proposed
Maximum  Offering Price Per Share for the 113,400 shares for which stock options
have not been granted  under the Plan is equal to the closing sales price of the
Common Stock of the Company on May 18, 1999 on the Nasdaq Stock Market.

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

         This Registration  Statement shall become effective  automatically upon
the date of filing in accordance  with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.
                                       2
PART I

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

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

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with Rule 428 under the Securities Act of 1933, as amended ("Securities
         Act"), and the Note to Part I on Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents  filed or to be filed with the  Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement:

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended December 31, 1998 filed with the Commission on March 31, 1999;

                  (b) All  reports  filed by the  Company  pursuant  to Sections
         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
         financial  statements  in the Annual  Report  referred to in clause (a)
         above;

                  (c)  The  description  of the  Common  Stock  of  the  Company
         contained  in the  Company's  Registration  Statement on Form 8-A filed
         with the Commission on August 5, 1996;

                  (d) All  documents  filed by the Company  pursuant to Sections
         13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
         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.

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

                                       3
Item 4. Description of Securities.

         Not  applicable  since the Company's  Common Stock is registered  under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

          Article VI of the Registrant's Bylaws provide as follows:

          6.1  Indemnification.

          (a)  The Company shall indemnify,  to the fullest extent authorized by
the General  Corporation Law of the  Commonwealth of Puerto Rico, 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  Company) by
reason of the fact that he is or was a director,  officer, employee, or agent of
the  Company,  or is or was serving at the  written  request of the Company as a
director, officer, employer or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a matter he 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  his  conduct  was  unlawful,
provided  that the Company  shall not be liable for any amounts which may be due
to any person in connection with a settlement of any action,  suit or proceeding
effected  without its prior  written  consent or any action,  suit or proceeding
initiated  by any person  seeking  indemnification  hereunder  without its prior
written consent.  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 Company and,  with respect to any criminal
action or proceeding,  that such person had reasonable cause to believe that his
conduct was unlawful.

          (b)  The Company  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  Company 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  Company,  or is or was serving at the  written  request of the Company as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company,  except that no indemnification  shall be made in respect of any claim,
issue or matter as to which such
                                       4
person shall have been adjudged to be liable for negligence or misconduct in the
performance  of his duty to the  Company  unless and only to the extent that the
court in which such action or suit 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
expense which such court shall deem proper.

          (c)  To the extent that a director, officer, employee, or agent of the
Company has been successful on the merits or otherwise in defense of any action,
suit or  proceeding  referred  to in Section  6.1(a) or  Section  6.1(b) of this
Article  VI, or in defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

          (d)  Any  indemnification  under Section  6.1(a) or Section  6.1(b) of
this Article VI (unless ordered by a court) shall be made by the Company 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.

          (e)  The Company  shall not be liable for any amounts which may be due
to any person in connection with a settlement of any action,  suit or proceeding
initiated by any person  seeking  indemnification  under this Article VI without
its prior written consent.

          6.2  Advancement   of   Expenses.   Reasonable   expenses   (including
attorneys'  fees)  incurred in  defending a civil or  criminal  action,  suit or
proceeding described in Section 6.1 may be paid by the Company 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 or officer to repay such amount  unless it shall  ultimately  be
determined that he is entitled to be indemnified by the Company as authorized in
this Article VI.

          6.3  Other Rights and Remedies. The indemnification and advancement of
expenses  provided  by, or granted  pursuant  to,  this  Article VI shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses may be entitled under any statute,  by-law,  agreement,
vote of stockholders or disinterested directors or otherwise, both as to actions
in their official  capacity and as to actions 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.

          6.4  Insurance.  By action of its Board of Directors,  notwithstanding
any  interest of the  directors  in the action,  the  Company 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  Company,  or is or was serving at the  written  request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other
                                       5
enterprise,  against any liability  asserted  against him and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
Company  would have the power or would be required to indemnify him against such
liability under the provisions of this Article VI or of the General  Corporation
Law of the  Commonwealth  of Puerto  Rico,  or of the laws of any other State or
political  dependency  of  the  United  States  or  foreign  country  as  may be
applicable.

          6.5  Modification.  The  duties of the  Company  to  indemnify  and to
advance  expenses to a  director,  officer,  employee or agent  provided in this
Article VI shall be in the nature of a contract  between  the  Company  and each
such  person,  and no  amendment  or repeal of any  provision of this Article VI
shall alter,  to the  detriment of such person,  the right of such person to the
advance of  expenses  or  indemnification  related to a claim based on an act or
failure to act which took place prior to such amendment or repeal.

          An  unofficial  English  translation  of Article  4.08 of the  General
Corporation Law of 1996 of the Commonwealth of Puerto Rico provides:

          A.   A  corporation  may indemnify any person who is or was 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 said person was or is a director,  officer  employee,  or agent of the
corporation,  or was  or is  serving  at the  request  of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise.  The  indemnification  may include expenses
reasonably incurred,  including attorneys' fees, awards or judgments,  fines and
amounts paid in settlement of such action,  suit or  proceeding,  if 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  legal  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 or 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,  that the person did not have  reasonable  cause to believe that his
conduct was unlawful.

          B.   A  corporation  may indemnify any person who is or was 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 protect the  interests 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 request of the corporation as a director,  officer,  employee, or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise.  The  indemnification  may  include  expenses  reasonably  incurred,
including  attorneys' fees, in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in,  and not  opposed  to,  the  best  interests  of the  corporation.  No
indemnification  shall be made in respect  of any  claim,  matter or issue as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless,  upon application  therefor,  the court in which such action or suit was
brought shall determine that,  despite the adjudication of liability and in view
of all the  circumstances  of the 
                                       6
case,  such person is fairly and reasonably  entitled to be indemnified for such
expenses  which such court  shall deem  proper,  and only to the extent to which
said court shall determine.

          C.   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 subsections A and B or in defense of
any claim,  matter or issue related  thereto,  he shall be  indemnified  against
expenses  reasonably  incurred by him (including  attorneys'  fees) by reason of
such action, suit or proceeding.

          D.   Any  indemnification  under  subsections  A  and B  (except  that
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 in subsections A and B of this article.
Such determination shall be made:

                  1. 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, even if said directors constitute less than a quorum; or

                  2.  if  there  shall  not be any  such  directors,  or if such
         directors  shall so  determine  by an  independent  legal  counsel in a
         written opinion to such effect; or

                  3.  by the stockholders.

         E. Prior to the final  disposition of such action,  suit or proceeding,
the corporation may pay in advance  expenses  incurred by an officer or director
defending a civil or criminal  action,  suit or  proceeding.  Upon receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it  shall   ultimately   be   determined   that  he  is  not  entitled  to  such
indemnification by the corporation, as authorized in this Article. Such expenses
incurred  by other  employees  and  agents  may be so paid upon  such  terms and
conditions, if any, as the board of directors deems convenient.

         F. The  indemnification  and  advancement of expenses  provided by this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification  or advancement  (of expenses) may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to  actions in their  official  capacity  and as to actions in another  capacity
while holding such office.

         G.  Every  corporation  shall  have  power  to  purchase  and  maintain
insurance 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  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 or incurred by him in any such capacity,  or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under the provisions of this Article.

                                       7
H.   For purposes of this Article,  "the corporation"  shall be deemed
to include, in addition to the resulting corporations,  any corporation which is
a party to any  consolidation  or merger that is absorbed in a consolidation  or
merger which, if its separate legal existence had continued,  would have had the
power and  authority to indemnify  its  directors,  officers,  and  employees or
agents. So that any person who is or was a director,  officer, employee or agent
of such  constituent  corporation,  or is or was  serving at the request of such
constituent  corporation as a director,  officer or employee or agent of another
corporation,  partnership, joint venture, trust or other enterprise, shall stand
in the same  position  under the  provisions of this Article with respect to the
resulting  or  surviving  corporation  as he would  have  with  respect  to such
constituent corporation if its separate legal existence had continued.

          I.   For purposes of this Article,  the term "other enterprises" shall
include  employee  benefit  plans.  The term  "fines"  shall  include  any taxes
assessed on a person with  respect to any  benefit or  employee  plan.  The term
"serving  at the  request of the  corporation"  shall  include  any service as a
director,  officer,  employee,  or agent of the corporation which imposes duties
on, or involves  services by, such director,  officer,  employee,  or agent with
respect to an employee  pension plan,  its  participants,  or  beneficiaries.  A
person who acted in good faith and in a manner he  reasonably  believed to be in
the interest of the participants  and  beneficiaries of an employee pension plan
shall  further  be deemed to have  acted in a manner  "not  opposed  to the best
interests of the corporation" as referred to in this Article.

Item 7.  Exemption from Registration Claimed.

         Not  applicable  since no  restricted  securities  will be reoffered or
resold pursuant to this Registration Statement.

                                       8
Item 8.  Exhibits

         The following exhibits are filed with or incorporated by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

 No.              Exhibit                                                Page
 ---              -------                                                ----
                                                                         
 4                Common Stock Certificate                                 *
                                                                         
 5                Opinion of Elias, Matz, Tiernan & Herrick               E-1
                    L.L.P. as to the legality of the securities          
                                                                         
 23.1             Consent of Elias, Matz, Tiernan & Herrick               --
                  L.L.P. (contained in the opinion included              
                   as Exhibit 5)                                         
                                                                         
 23.2             Consent of PricewaterhouseCoopers LLP                   E-3
                                                                         
 24               Power of attorney for any subsequent                    --
                   amendments is located in the signature pages          
                                                                         
 99.1             R&G Financial Corporation Stock Option Plan              *
                                                                         
----------

     *    Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission  File No.  333-06245) filed with the Commission on June 18,
1996, as amended.

Item 9.  Undertakings.

         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, (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,  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  in  such
information in the Registration Statement;  provided,  however, that clauses (i)
and  (ii)  do  not  apply  if  the  information  required  to be  included  in a
post-effective amendment by those clauses is 

                                       9
contained in periodic reports filed by the Registrant  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  therein,  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.

     4.   That,  for  the  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  Exchange  Act 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.

     5.   Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 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  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  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 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 questions whether such  indemnification by it is against public
policy  expressed  in the  Securities  Act and  will be  governed  by the  final
adjudication of such issue.

                                       10
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, Commonwealth of Puerto Rico on the 21st day
of May 1999.

R&G FINANCIAL CORPORATION

By:      /s/ Victor J. Galan
         ----------------------------
         Victor J.  Galan
         Chairman of the Board and Chief
          Executive Officer

         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.  Each of the directors and/or officers of
R&G Financial  Corporation  whose signature appears below hereby appoints Victor
J. Galan, as his or her  attorney-in-fact to sign in his or her name and behalf,
in any and all  capacities  stated  below  and to file with the  Securities  and
Exchange Commission any and all amendments, including post-effective amendments,
to  this  Registration  Statement  on  Form  S-8,  making  such  changes  in the
Registration  Statement as  appropriate,  and generally to do all such things in
their  behalf in their  capacities  as directors  and/or  officers to enable R&G
Financial  Corporation  to comply with the  provisions of the  Securities Act of
1933, and all requirements of the Securities and Exchange Commission.
Name                                        Title                               Date
            ----                                        -----                               ----
/s/ Victor J. Galan                         Chairman of the Board and Chief                   May 21, 1999
---------------------------                 Executive  Officer                 
Victor J. Galan                             (principal executive officer)      
                                            

/s/ Ana M. Armendariz                       Director and Treasurer                            May 21, 1999
---------------------------
Ana M. Armendariz

/s/ Ramon Prats                             Executive Vice President and Director             May 21, 1999
---------------------------
Ramon Prats
Name                                        Title                               Date
            ----                                        -----                               ----
/s/ Enrique Umpierre-Suarez                 Director and Secretary                            May 21, 1999
---------------------------
Enrique Umpierre-Suarez

/s/ Victor L. Galan Fundora                 Director                                          May 21, 1999
---------------------------
Victor L. Galan Fundora

/s/ Juan J. Diaz                            Director                                          May 21, 1999
---------------------------
Juan J. Diaz

/s/ Pedro Ramirez                           Director                                          May 21, 1999
---------------------------
Pedro Ramirez

/s/ Laureno Carus Abarca                    Director                                          May 21, 1999
---------------------------
Laureno Carus Abarca

/s/ Eduardo McCormack                       Director                                          May 21, 1999
---------------------------
Eduardo McCormack 

/s/ Gilberto Rivera-Arreaga                 Director                                          May 21, 1999
---------------------------
Gilberto Rivera-Arreaga

/s/ Benigno R. Fernandez                    Director                                          May 21, 1999
----------------------------
Benigno R. Fernandez

/s/ Joseph R. Sandoval                      Senior Vice President and Chief Financial         May 21, 1999
----------------------------                Officer (Principal financial and    
Joseph R. Sandoval                          accounting officer)
12
Name                                        Title                               Date
            ----                                        -----                               ----
/s/ Ileana M.  Colon-Carlo                  Director                                          May 21, 1999
----------------------------
Ileana M.  Colon-Carlo

                                                                                              May 21, 1999
/s/ Roberto Gorbea                          Director
----------------------------
Roberto Gorbea
13