1

                                                                     EXHIBIT 4.2

                      [FORM OF PREFERRED STOCK CERTIFICATE]

                            R&G FINANCIAL CORPORATION
                              SAN JUAN, PUERTO RICO

PREFERRED STOCK
________ SHARES
                                                     CERTIFICATE NO. ______
                                                     SEE REVERSE FOR CERTAIN
                                                     DEFINITIONS AND LIMITATIONS
                                                     CUSIP No. ____________

         THIS CERTIFIES THAT ________________________________________________,
is the owner of ____________ FULLY PAID AND NON-ASSESSABLE SHARES OF ____%
NONCUMULATIVE PERPETUAL MONTHLY INCOME PREFERRED STOCK, SERIES C OF R&G
FINANCIAL CORPORATION, a corporation organized under the laws of the
Commonwealth of Puerto Rico (the "Corporation"). The shares evidenced by this
Certificate are transferable on the books of the Corporation by the holder of
record hereof, in person or by a duly authorized attorney or legal
representative, upon surrender of this Certificate properly endorsed. Such
shares are not insured by the Federal Deposit Insurance Corporation. This
Certificate and the shares represented hereby are subject to all the provisions
of the Corporation's Certificate of Incorporation and Bylaws and all amendments
thereto. This Certificate is not valid unless countersigned and registered by
the Corporation's transfer agent and registrar.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused its facsimile seal to be affixed hereto.

Dated:

                                                             
                                             CORPORATE SEAL

-------------------------------------                              -------------------------------------
Secretary                                                          Chief Executive Officer

Countersigned and Registered:

-------------------------------------
American Stock Transfer and Company

By:
   ----------------------------------
Authorized Signature




   2

                            R&G FINANCIAL CORPORATION

         The shares represented by this Certificate are subject to limitations
and restrictions as set forth in the Certificate of Incorporation and Bylaws of
R&G Financial Corporation ("R&G Financial") as from time to time amended. The
Certificate of Incorporation is on file in the office of the Secretary of State
for the Commonwealth of Puerto Rico, San Juan, Puerto Rico, and the Certificate
of Incorporation and the Bylaws are on file with the Secretary of R&G Financial
at R&G Financial's executive offices. The Certificate of Incorporation of R&G
Financial authorizes R&G Financial to issue more than one class of stock,
including classes of preferred stock, which may be issued in one or more series.
R&G Financial will furnish to any stockholder upon request and without charge a
full statement of the powers, designations, preferences and relative
participating, optional or other special rights of the ___% Noncumulative
Perpetual Monthly Income Preferred Stock, Series C ($25 liquidation preference
per share) and of each other class of stock or shares which R&G Financial is
authorized to issue and the qualifications, limitations or restrictions of such
preferences and or rights. Any request should be made with the Secretary of R&G
Financial.

         The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

                                             
TEN COM - as tenants in common                  UNIF GIFT MIN ACT ____ Custodian _______
TEN ENT - as tenants by the entireties                           (Cust)          (Minor)
JT TEN  - as joint tenants with right of                      under Uniform Gifts to Minors
        survivorship and not as tenants         Act____________________________________
        in common                                                (State)



Additional abbreviations may also be used though not in the above list. For
value received, __________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

[______________] ____________________________________________________

Please Print or Typewrite Name and Address including Postal Zip Code of Assignee

__________ Shares of the Preferred Stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint _______________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.

Dated:________________
                                          NOTICE: THE SIGNATURE(S) TO THIS
                                          ASSIGNMENT MUST CORRESPOND WITH THE
                                          NAME(S) AS WRITTEN UPON THE FACE OF
                                          THE CERTIFICATE IN EVERY
                                          PARTICULAR, WITHOUT ENLARGEMENT OR
                                          ANY CHANGE WHATEVER

--------------------------------------
Signature(s) must be guaranteed by a
commercial bank or trust company or a
member firm of a major stock exchange.


                                       2