EXHIBIT 4.2


CERTIFICATE                                                    NUMBER OF SHARES
NO.
   ------                                                      ----------------


                         ORIENTAL FINANCIAL GROUP INC.

                          Incorporated under the Laws
                       of the Commonwealth of Puerto Rico

              ___% NONCUMULATIVE MONTHLY INCOME PREFERRED STOCK, SERIES B
                          ($1.00 PAR VALUE PER SHARE)

         This is to certify that ______________________ is the registered
holder of ____________________ (_________) of fully paid and non-assessable
shares of ___% Noncumulative Monthly Income Preferred Stock, Series B, of
Oriental Financial Group Inc. (the "Company"), transferable only on the books
of the Company by the holder hereof in person or by its duly authorized
attorney upon surrender of this Certificate properly endorsed.

         Witness the seal of the Company and the signatures of its duly
authorized officers.

Dated:                                        ORIENTAL FINANCIAL GROUP INC.
        ----------------------

         [CORPORATE SEAL]

                                           -------------------------------------
                                           President and Chief Executive Officer


                                           -------------------------------------
                                                        Secretary



                         ORIENTAL FINANCIAL GROUP INC.

         The Certificate of Incorporation of the Company authorizes it to issue
more than one class of stock which may be issued in one or more series. The
Company will furnish to any stockholder upon request and without charge a full
statement of the powers, designation, preferences and relative participating,
optional or other special rights of the __% Noncumulative Monthly Income
Preferred Stock, Series B, evidenced by this Certificate and of each other class
of stock or shares which the Company is authorized to issue and the
qualifications, limitations or restrictions of such preferences and rights. Any
request should be made with the Secretary of the Company.

         For value received, ___________________________________________ hereby
sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
        IDENTIFYING NUMBER OF ASSIGNEE


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________________________________________________________________________ Shares
of the __% Noncumulative Monthly Income Preferred Stock, Series B, represented
by this Certificate, and do hereby irrevocably constitute and appoint




____________________________________________________________________   Attorney
to transfer the said stock on the books of the Company with full power of
substitution in the premises.



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