8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

August 16, 2004

(Date of earliest event reported)

R&G FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Puerto Rico	0-22137	66-0532217
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
280 Jesús T. Piñero Ave., Hato Rey, San Juan, Puerto Rico		00918
(Address of principal executive offices)		(Zip Code)

(787) 758-2424

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
	Item 9. Regulation FD Disclosure
SIGNATURES
EX-99.1 Transcript of Joseph R. Sandoval interview

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a)	Not applicable.
(b)	Not applicable.
(c)	The following exhibit is included with this Report:
	Exhibit 99.1 Transcript of Interview of Joseph R. Sandoval

Item 9. Regulation FD Disclosure

     Attached as Exhibit 99.1 to this Form 8-K is a transcript of an interview of Joseph R. Sandoval, the Executive Vice President and Chief Financial Officer of R&G Financial Corporation, that will appear in The Wall Street Transcript on or about Monday, August 16, 2004.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	R&G FINANCIAL CORPORATION
	By:	/s/ Joseph R. Sandoval
		Joseph R. Sandoval Executive Vice President and Chief Financial Officer
Date: August 16, 2004

EX-99.1

                                                                    Exhibit 99.1


"SAFE HARBOR" STATEMENT UNDER THE PRIVACY SECURITIES LITIGATION
REFORM ACT OF 1995

         Statements made in this interview that relate to future events are
made pursuant to the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based upon current expectations and R&G
Financial assumes no obligation to update this information. Because actual
results may differ materially from expectation, R&G Financial cautions readers
not to place undue reliance on these statements. For a detailed discussion of
the important factors affecting R&G Financial, including those factors which
may cause our financial performance to differ materially from our goals,
intentions and expectations, please see the Cautionary Statement Regarding
Forward-Looking Statements in R&G Financial's Form 10-K for the year ended
December 31, 2003 and Forms 10-Q for the quarters ended March 31, 2004 and June
30, 2004 filed with the Securities and Exchange Commission.


                                      *****
                           THE WALL STREET TRANSCRIPT
                                      *****
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       Copyright2004-WALL STREET TRANSCRIPT CORPORATION-AllRightsReserved
          Website: www.twst.com             E-mail: transcript@twst.com


CE20389
July 13, 2004

JOSEPH R. SANDOVAL
 EVP, CFO
 R-G FINANCIAL CORP.
 280 JESUS T. PINERO AVENUE
 SAN JUAN, PR 00918
 (787) 758-2424
 (787) 766-8175

      TWST: DESCRIBE THE COMPANY AT THE PRESENT TIME AND GIVE US SOME OF ITS
HISTORY SO THAT WE CAN UNDERSTAND HOW IT BECAME WHAT IT IS TODAY.

      MR. SANDOVAL: R-G Financial is a diversified financial services company.
Basically, we cover four areas: we do banking and mortgage banking; we have also
an insurance agency and a broker-dealer operation, the insurance and
broker-dealer operations being, fee-based operations. The businesses are in that
order of importance in terms of profit contribution. Thus, banking generates
about 60%-65% of our revenues, mortgage banking about 30%, and the two fee-based
operations provide the remaining 5%. We have operations both in Puerto Rico,
where we have right now 32 banking branches, and in Central Florida,


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where, with a concentration in the Orlando-Tampa-St. Petersburg markets, we also
have 15 bank branches. In Puerto Rico we are also the second-largest residential
mortgage lender with 53 branches, and we are also the second-largest mortgage
loan servicer. So we have a dominant position in mortgage lending in Puerto
Rico.

      We were founded in 1972, and we've been in business for over 30 years.
Originally, we were more concentrated on the mortgage banking side, but we have
evolved into a full commercial banking organization. Five years ago the profit
contribution was slightly different. Mortgage banking was a larger contributor.
But because of the expansion in banking in Puerto Rico through R-G Premier Bank,
the banking company we have in Puerto Rico, which is close to about $7.0 billion
in assets right now, and through our expansion in Florida through R-G Crown
Bank, our $1.5 billion bank in Florida, the expansion in commercial banking has
become stronger, and the main contributor right now is the banking segment.

      TWST: WHAT'S THE ECONOMIC BACKDROP FOR THESE OPERATIONS? MR. SANDOVAL: You
could say both markets are characterized by a strong real estate market. For
example, in Puerto Rico, you have constant five to eight percent annual
appreciation because it's a small island, the size of Long Island. But the
center of the island is hilly. So it's really like 50% size in terms of

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living space. So you have scarcity of land. You have one of the highest
population densities in the world. And also, there's a housing shortage
situation, which has been prevalent for many years in Puerto Rico. And all that
creates a very strong real estate market, with a lot of construction and strong
real estate values.

      Florida is similar in that sense, in that there's a lot of real estate
development. Orlando is among the top five cities right now in the country in
real estate development and new construction; and real estate values are also
strong. Even though our target is the American people, Orlando has also a very
strong Hispanic population, particularly Puerto Rican, with over 450,000. So for
us, that's also very good, because they recognize our name. And that's why we
entered the Florida market in June 2002 by the acquisition of Crown Bank, which
was $722 million in assets at the time and today its assets have been duplicated
in a two-year period to $1.5 billion.

      I would say Florida is slightly different in the sense that the economy is
more dependent on the entertainment sector, but has stronger population growth
compared to the rest of the country. It has strong demographics and its
population growth is higher than in Puerto Rico partially because Orlando has
become the favorite destination of Puerto Rican families moving to the states.
So in a sense, we're following our market, and we see

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Orlando as an extension of the Puerto Rican market because of that
particularity.

      TWST: WHAT DO YOU SEE AS COMPETITIVE PRESSURES OR DYNAMICS, PRIMARILY IN
PUERTO RICO? WHAT DIFFERENTIATES R&G?

      MR. SANDOVAL: Because you have a number of banks, over 10 banks, in a very
small island competition in Puerto Rico, both in banking and mortgage banking,
is very strong. In the mortgage banking segment, we have been able to defend our
position in spite of increased competition from other banks for many years, who
are constantly trying to capture a piece of the residential market in Puerto
Rico.

      In the commercial banking side, we have been growing very nicely, in spite
of very strong competition. Also, all the banks are competing for the same
deposits. At the end of 2003, our Puerto Rico banking subsidiary ranked #3 in
total care deposits among all Puerto Rico banks. What has made us successful is
our cross-selling mentality. We're constantly cross-selling products to our
customer base, along with providing the best possible service to our customers.
Customers constantly rank us, in terms of customer satisfaction, right at the
top in accordance with independent surveys that are done, not only by us, but by
our competitors as well. So at the end, it's convenience. Being
price-competitive and offering top service.


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      TWST: WHAT IS THE OVERALL GROWTH OPPORTUNITY? IS IT ALL INTERNAL
CROSS-SELLING TO CUSTOMERS, OR CAN THIS COMPANY ALSO GROW THROUGH MERGERS AND
ACQUISITIONS ACTIVITIES?

      MR. SANDOVAL: We haven't had any significant acquisitions except for Crown
in June 2002. For now we continue to concentrate in internally generated growth
both in Puerto Rico and Florida, in which we see a lot of opportunities for
growth. So far, growth in Florida has exceeded even our own expectations,
because we have been able to grow very nicely thanks to the lending
opportunities we have found in central Florida, of which we, of course, are
taking advantage. In the past five years, we have been growing assets at the
pace of 25%-30% compounded growth rate and the same goes for the loan portfolio
on the banking operations and deposits of the Company. So most of the growth in
assets has been driven by growth in loans of the Company, and our presence in
Florida give us more opportunity to sustain our past growth trends. Our bank in
Puerto Rico alone ranked #1 in loan portfolio growth for 2003 among all Puerto
Rico banks over $500 million in assets. Our growth strategy is to continue
growing commercial operations in Puerto Rico and Florida, while continue to grow
mortgage lending in both markets as well. These will continue to be our two
main, or core, segments. In addition, we want to continue growing our fee-based
insurance operations. For instance, we're not doing


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any agency operations in Florida in spite of the fact that we can offer those
services. That's something that we could do in the future as well. In Puerto
Rico, we're closing right now close to 2,000 residential mortgage loans every
month, right in our offices. Loan closings take place in our own branches, not
at lawyers' offices, as it's done in the continental US and every single loan
needs to have hazard insurance because we are prone to hurricanes and
earthquakes. So that's good for the insurance agency. So at every mortgage
closing, we have personnel of the insurance agency cross selling an insurance
policy. In addition, we have bank personnel cross-selling a checking account or
a savings account. If the mortgage loan or the prospect has a good Fico, say,
over 700, we try to cross-sell a credit card. If the client is a high-net-worth
individual, we try to establish a relationship with the broker-dealer. So at the
end, when you combine the whole scheme of things, we're able to generate good
cross-selling opportunities.

      TWST: HOW STRONG FINANCIALLY IS R&G AT THIS TIME? WHAT AREAS ARE YOU
FOCUSED ON FOR IMPROVEMENT?

      MR. SANDOVAL: Right now, we're very well capitalized. At the holding
company level, we have close to 9% in tier-1 capital, and about 8.50% tangible
equity to total assets. And in spite of that, we are generating close to 25% ROE
right now and close to 1.80% ROA. In 2003 we were among the top 50 banks


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in the country in ROE. So in spite of having more capital than what is required
for a banking institution like ours, we're delivering higher returns, but with
lower credit risk. As a real estate lender in two strong real estate markers,
over 90% of our loan portfolio is secured, mainly by real estate. Charge-offs in
Puerto Rico tend to be very low, and so far in Florida, we are experiencing the
same thing. Our average charge-off experiences have been about 25-35 basis
points every single year for the last five years, and if you go further back,
it's basically the same. And even though there's a higher delinquency in Puerto
Rico, actual foreclosures are lower, because homeownership is very important.
There's no organized rental market in Puerto Rico, combined with a housing
shortage situation that has been prevalent for many years. So people cannot
afford to lose their homes. And that's also why you have very strong real estate
appreciation as well. Homeownership in Puerto Rico is higher than in the
continental US. Right now, we have 73%-75% homeownership compared to 67% in the
rest of the country. But as I was saying, we're very well capitalized because
we're a growing company. So we need to have extra capital for the growth that we
foresee in the next 12-24 months. And deploying our excess capital to continue
growing operations have historically resulted in higher returns than anything
else.


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      TWST: INTRODUCE US TO YOUR TOP-LEVEL MANAGEMENT TEAM. ARE THERE AREAS
YOU'RE NOW LOOKING TO AUGMENT?

      MR. SANDOVAL: Our management group is well-experienced. We have an average
of about 25 years of combined experience among the top executives of the
company. And most of them have been in the company for an average of 15 to 20
years. We still have executives from the original mortgage banking company
around. But as we continue to grow, our management team continues to diversify.
For instance, the mid-management level continues to grow, because as the company
continues to grow, we need additional mid-level managers and executives to
manage a growing company, and as our operations become more complex, additional
management is needed to efficiently manage the whole operation.

      TWST: WHAT HISTORICALLY HAS BEEN THE SHAREHOLDER BASE WITH R&G FINANCIAL?
HAS THAT SHAREHOLDER BASE UNDERGONE ANY CHANGES OR TRANSITIONS RECENTLY?

      MR. SANDOVAL: When did our IPO in 1996, originally about 50% to 60% of our
publicly traded common shares were held on a retail basis, because people
recognize our name and we have a good reputation around the Puerto Rican
community. But as we have taken our story out to investors in the mainland, and
as we have become a larger company, now with close to a $1.5 billion market cap,
we have generated more interest from institutional investors. Right now, I would
say about 60%-65% of the stock is


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held by institutional investors, and not so much on a retail basis, like it was,
say, five or six years ago.

      Our two secondary offerings in 2001 and 2002, together with the
acquisition of Crown, has given us more prominence among institutional
investors. In general I would say the institutional community in the states has
becomes more knowledgeable about opportunities in Puerto Rico and institutional
participation in Puerto Rico stocks have increased in the last several years as
a result.

      TWST: WHAT ANALYST COVERAGE DO YOU HAVE? ARE YOU WORKING TO INCREASE THAT
EXPOSURE?

      MR. SANDOVAL: Right now, we have five analysts covering us.
Keefe-Bruyette, Sandler O'Neill, Friedman Billings, Brean Murray and Cohen
Brothers. I think we're okay with the number of analysts we have at this time.
We might have another one or two in the future. But other than that, I think,
with the market cap that we have, probably that's sufficient for now.

      TWST: ARE THERE ANY MISPERCEPTIONS THAT YOU ENCOUNTER IN THE INVESTMENT
COMMUNITY ABOUT THE VIEWS OF R&G FINANCIAL VERSUS THE REALITY THAT YOU SEE?

      MR. SANDOVAL: Analysts usually do their homework, and look not just at a
company, but get a broader view of the market in which a particular company
operates and the prospects of that company in a given market. The Puerto Rico
market continues to


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have some peculiarities. For instance, the higher delinquencies get a lot of
people confused. At the end, the actual foreclosures are slower and foreclosures
losses are minimal. In our particular case, non-performing loans have been
consistently improving since 2000. For years Puerto Rico stocks, not only R&G,
have traded at a discount compared to banks in the continental US, in spite of
the fact that we may have as good or better growth prospects that most of those
banks. And comparatively we are delivering higher returns combined with lower
credit risk on a consistent basis.

      TWST: WHAT WOULD COMPEL INVESTORS TO REVIEW WHAT R&G FINANCIAL HAS
ACCOMPLISHED TO DATE, BUT ALSO TO INCLUDE RGF IN THEIR CURRENT PORTFOLIO AS WELL
AS IN THEIR LONGER-TERM INVESTMENT STRATEGY?

      MR. SANDOVAL: That we continue to have good growth prospects, not just
Puerto Rico, but also now, in the States through Crown Bank in Florida, in
which, so far, we have been growing very nicely. Right now we have a presence in
two robust real estate markets, creating two profit centers, not just Puerto
Rico. And that has added some diversification to the company in terms of its
revenue streams, and the Company's sustainable growth prospects have been
expanded. And Crown has also added tons of core deposit gathering opportunities
as well. Not just through R-G Premier Bank in Puerto Rico, but also


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through R-G Crown Bank, we continue to have good growth opportunities in
commercial banking which together with our continued dominance in mortgage
lending in Puerto Rico, and our residential lending expansion in Florida, should
continue driving good returns, and asset and earnings growth. Our results are
supported by the strategies that we have followed throughout the years.

      TWST: THANK YOU. (DWA)