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

Date of Report (Date of earliest event reported): March 31, 2005

First BanCorp.

(Exact name of registrant as specified in this charter)

Puerto Rico	001-14793	66-0561882
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1519 Ponce De León Avenue, San Juan, Puerto Rico	00908-0146
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (787) 729-8200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS

On March 31, 2005, First BanCorp. (the “Company”) issued a press release in which it announced the closing of its acquisition, in an all-cash consideration merger transaction, of Ponce General Corporation, a Delaware corporation, and its subsidiaries, UniBank, a federal savings and loan association, and Ponce Realty Corporation, a Delaware corporation with real estate holdings in Florida. The Company’s press release is attached to this Current Report as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (C)     Exhibits.

     The following exhibit is being filed herewith:

     99.1     Press release dated March 31, 2005

SIGNATURES

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

	FIRST BANCORP
	By:	/s/ Annie Astor-Carbonell
		Annie Astor-Carbonell
Date: March 31, 2005		Senior Executive Vice President and Chief Financial Officer

EX-99.1

                                                 (1FIRST BANCORP LOGO)

                .                                CONTACTS:
                                                 Alan Cohen
                                                 Senior Vice President
                                                 Marketing and Public Relations
                                                 (787) 729-8133

        FIRST BANCORP ANNOUNCES CLOSING THE ACQUISITION OF FLORIDA-BASED
                              PONCE GENERAL CORP.

         San Juan, Puerto Rico - March 31, 2005- - First BanCorp. (NYSE:FBP),
announced today the closing of its acquisition, in an all-cash consideration
merger transaction, of Ponce General Corporation, a Delaware corporation, and
its subsidiaries, UniBank, a federal savings and loan association, and Ponce
Realty Corporation, a Delaware corporation with real estate holdings in Florida.
UniBank, which is headquartered in Miami, Florida, had total assets of
approximately $491.5 million, deposits of approximately $418.7 million and
stockholders' equity of approximately $45.2 million as of December 31, 2004.
UniBank has 11 financial service facilities located in the Miami/Dade, Broward,
Orange and Osceola counties of Florida.

         Angel Alvarez-Perez, Chairman, President and Chief Executive Officer of
First BanCorp said, "I want to welcome the 122 employees of UniBank into the
First BanCorp family. This is a very important day for First BanCorp and its
shareholders, as it represents the successful completion of the transaction we
announced last November. UniBank provides us with a firm base from which First
BanCorp can expand beyond our Puerto Rico and Virgin Islands business, through
investment in Florida's growing communities. We believe in the potential of the
Florida market, as a result of our initial success in construction and real
estate loan


                                       1





origination by our Miami Agency." "The combination of UniBank's commitment to
service with First BanCorp's breadth of financial services and depth of
management experience will provide us with a winning platform to compete in this
market", Alvarez concluded.

         With $15.6 billion in assets as of December 31, 2004, First BanCorp is
the second largest financial holding company in Puerto Rico. It is the parent
company of FirstBank Puerto Rico; a state chartered commercial bank in Puerto
Rico and the Virgin Islands and of FirstBank Insurance Agency, Inc., an
insurance agency. Both First BanCorp and FirstBank Puerto Rico operate pursuant
to United States banking laws and regulations. FirstBank operates a total of 112
financial service facilities throughout Puerto Rico and the US and British
Virgin Islands, including operations of its subsidiaries. FirstBank also opened
a banking agency in Coral Gables, Florida in October 2004, which provides
commercial real estate and construction lending. Among FirstBank's subsidiaries
operating in Puerto Rico are Money Express, a finance company, First Leasing and
Rental Corporation, a car and truck leasing company, and FirstMortgage, a
mortgage banking company. In the US and British Virgin Islands FirstBank
operates First Insurance Agency, an insurance agency, First Trade, Inc., a
foreign corporation management company, and First Express, a small loan company.

         First BanCorp's common stock and preferred stock are listed on The New
York Stock Exchange under the symbols FBP, FBPPrA, FBPPrB, FBPPrC, FBPPrD and
FBPPrE.

         Statements contained in this news release that are not historical facts
may constitute forward-looking statements (within the meaning of Section 21E of
the Securities Exchange Act of 1934) which may involve significant risks and
uncertainties. Actual results may differ materially from the results discussed
in these forward-looking statements. These include securing all necessary
governmental and other approvals, the satisfaction of all conditions to the
merger, changes in business and other market conditions, and the success of the
business combination envisioned by the parties. These and other factors could
adversely affect the outcome and financial effects of the plans and events
described herein.


                                       2