UNITED STATES

                       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


                          Date of Report: May 10, 1999




                          REPUBLIC NEW YORK CORPORATION
             (Exact name of registrant as specified in its charter)




            Maryland                 1-7436                 13-2764867
(State or other  jurisdiction     (Commission             (IRS Employer
       of incorporation)          File Number)          Identification No.)



  452 Fifth Avenue, New York, New York                         10018
(Address of principal executive offices)                     (Zip Code)



      Registrant's telephone number, including area code: (212) 525-6100











Item 5.  Other Events

     Republic New York  Corporation  ("RNYC") and Safra  Republic  Holdings S.A.
("SRH")have entered into a definitive  agreement providing for (1) the merger of
RNYC with a wholly owned  subsidiary of HSBC Holdings plc ("HSBC") in which each
outstanding  RNYC  common  share  would be  converted  into the right to receive
$72.00 in cash and (2) a tender offer for the outstanding ordinary shares of SRH
(other than those owned by RNYC) at $72.00 per share.  Saban S.A., the principal
stockholder of RNYC, which is controlled by RNYC's founder, Edmond J. Safra, has
irrevocably  undertaken  to vote  its 29%  stockholding  in RNYC in favor of the
merger  and,  in  addition,  to accept the tender  offer in respect of its 20.8%
stockholding  in SRH.  All  outstanding  preferred  shares of each  company will
remain outstanding after these transactions.

     The consummation of the transactions are subject to a number of conditions,
including  RNYC  stockholder   approval  and  regulatory  approvals  in  various
jurisdictions.  The merger and tender offer are to close at the same time, which
is expected to be during the last quarter of 1999.

     In  connection  with the merger,  RNYC has issued an option to HSBC,  which
would allow HSBC to purchase  up to 19.9% of the  outstanding  shares of RNYC at
$72.00 per share in limited circumstances.











                                    SIGNATURE


         Pursuant to the requirement 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.


                                            REPUBLIC NEW YORK CORPORATION



                                            By:  /s/ William F. Rosenblum, Jr.
                                                    ---------------------------
                                                     William F. Rosenblum, Jr.
                                                     Senior Vice President


Date:  May 10, 1999