UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

SEC FILE NUMBER:
001-31381

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): ¨Form 10-K ¨Form 20-F ¨Form 11-K ýForm 10-Q ¨Form N-SAR ¨Form N-CSR

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

R&G Financial Corporation                                                                                
Full Name of Registrant

Not Applicable                                                                                                    
Former Name if Applicable

280 Jesus T. Pinero Avenue                                                                                
Address of Principal Executive Office (Street and Number)

Hato Rey, San Juan, Puerto Rico 00918                                                            
City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

     If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

     On April 25, 2005, R&G Financial Corporation (the “Company”) publically announced that it had determined to review the independent market valuations used in valuing residual interests retained in its securitization transactions after discussions with its independent accountants. The Company stated that it was revising its valuation methodology used in valuing these interests that are presented in the Company’s audited consolidated financial statements.

     As of December 31, 2004, the Company had reported in its recently-issued audited consolidated financial statements an aggregate of $190 million of residual interests retained. The Company indicated on April 25, 2005, that it is considering alternative valuation methodologies with respect to such residual interests. Depending on the valuation methodology used, the Company has preliminarily estimated that the fair value of its residual interests would be reduced as of December 31, 2004 by an amount equal to between approximately $90 million to $150 million ($55 million and $90 million after taxes, respectively). The Company concluded that its previously filed interim and audited financial statements for the periods from January 1, 2003 through December 31, 2004, would be materially affected as a result of the revision in the valuation methodologies being contemplated, and therefore, the financial statements for the periods therein should be restated. The Company indicated at such time that it was delaying the release of its earnings for the first quarter of 2005.

     On April 28, 2005, the Audit Committee concluded that previously filed interim and audited financial statements for the periods from January 1, 2003 through December 31, 2004, should no longer be relied upon. In addition, the Company’s management has concluded that due to the magnitude of the estimated reduction to the fair value of its residual interests, Management’s Report on Internal Control Over Financial Reporting set forth in the Company’s 2004 Annual Report should be restated and no longer relied upon. Although management has not yet completed its analysis of the impact of this situation on the Company’s internal controls

over financial reporting, management has determined that the Company had a material weakness in internal controls over financial reporting as of December 31, 2004 relating to the lack of effective controls over the valuation of the Company’s residual interests.

     As a result of these events and due to the time necessary to revise the valuation methodologies on the residual interests which will necessarily impact both the prior period financial statements and the related March 2005 financial statements, the Company was not able to meet the filing deadline of May 10, 2005, for the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. It is anticipated that the Company will not file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 by the May 16, 2005 deadline due to the work involved. The Company is working diligently to file, as soon as practicable, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and the restated results for prior periods.

(Attach Extra Sheets if Needed)

PART IV— OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ýYes ¨No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

     As more fully discussed in Part III, the Company is in the process of restating its interim and audited financial statements for the periods from January 1, 2003 through December 31, 2004, including the interim financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004. However, because the Company has not yet completed its review of the valuation methodology to be used in valuing residual interests retained in its securitization transactions, the Company is not in a position to quantify the impact of the anticipated restatement on the corresponding period in the prior fiscal year at this time.

R&G Financial Corporation

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

INSTRUCTION: The form may be signed by an executive officer of the registrant of by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

General Instructions