SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549

                __________________________________


                            FORM 8-A/A

                          Amendment No. 2

                __________________________________


         FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
              PURSUANT TO SECTION 12(b) OR (g) OF THE
                  SECURITIES EXCHANGE ACT OF 1934



                     R&G FINANCIAL CORPORATION
      (Exact name of registrant as specified in its charter)




     PUERTO RICO                       66-0532217
(State of incorporation or   (I.R.S. Employer Identification No.)
     organization)


280 Jesus T. Pinero Avenue
HATO REY, PUERTO RICO                               00918
(Address of principal executive offices)          (Zip code)




 Securities to be registered pursuant to Section 12(b) of the Act:

                               None

 Securities to be registered pursuant to Section 12(g) of the Act:

          CLASS B COMMON STOCK, PAR VALUE $0.1 PER SHARE
                         (Title of class)

ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

          See "Description of Capital Stock" in the  Prospectus included in
     R&G Financial Corporation's Registration Statement  on  Form S-1 (File
     No.  333-06245)  and  in  R&G Financial Corporation's Prospectus  filed
     pursuant to Rule 424(b) of  the Securities Act of 1933, as amended, 
     which are both hereby incorporated by reference.

ITEM 2.   EXHIBITS

    *3.1  Amended Certificate of Incorporation of R&G Financial Corporation

    *3.2  Bylaws of R&G Financial Corporation

    *4.0  Form of Stock Certificate of R&G Financial Corporation


     *Previously  filed  with the Securities  and  Exchange  Commission  as
exhibits to R&G Financial  Corporation's Registration Statement on Form S-1
(File No. 333-06245).  Such exhibits are incorporated herein by reference.

                             SIGNATURE


     Pursuant to the requirements  of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly  caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.

                          R&G FINANCIAL CORPORATION



Date:  August 12, 1996    By:/S/ VICTOR J. GALAN
                             Victor J. Galan, Chairman of the Board,
                               President and Chief Executive Officer