EXHIBIT 3.5

                            Certificate of Resolution
                     Establishing and Designating the Series
                         and Fixing and Determining the
                     Relative Rights and Preferences of the
                     Noncumulative Perpetual Monthly Income
                            Preferred Stock, Series B
                    ($25 Liquidation Preference Per Share) of
                            R&G Financial Corporation


         I,  Enrique  Umpierre-Suarez,  the  duly  appointed  Secretary  of  R&G
Financial Corporation (the "Corporation"),  a corporation organized and existing
under the laws of the  Commonwealth  of Puerto  Rico,  hereby  certify  that the
following  resolutions  were  duly  adopted  by the  Board of  Directors  of the
Corporation pursuant to authority conferred by the Corporation's  Certificate of
Incorporation,  as amended (the  "Certificate of  Incorporation"),  at a meeting
thereof duly held on October 28, 1999 and by the Pricing  Committee of the Board
of Directors,  pursuant to authority  conferred by the Board of Directors,  at a
meeting thereof duly held on December 16, 1999:

         RESOLVED,  that pursuant to the authority expressly vested in the Board
         of Directors of the  Corporation  by Article IV of its  Certificate  of
         Incorporation, the Board of Directors hereby authorizes the issuance of
         up to  1,000,000  shares  of its  preferred  stock,  par  value  $0.01,
         liquidation  preference  $25.00  per  share  to be  designated  as  R&G
         Financial Corporation  Noncumulative Perpetual Monthly Income Preferred
         Stock, Series B (the "Series B Preferred Stock").

         The  preferences,  voting  powers,  restrictions,   limitations  as  to
         dividends,  qualifications,  and terms and conditions of redemption, of
         the shares of the Series A Preferred Stock are as follows:

         1.       Dividend Rights

         (a) Holders of record of Series B Preferred  Stock shall be entitled to
         receive  noncumulative  cash dividends  payable  monthly in arrears for
         each month at the Dividend Rate (as hereinafter defined) as applicable,
         when  and as and if  declared  by the  Board  of  Directors,  or a duly
         authorized  committee thereof, out of funds legally available therefor.
         Dividends  on the Series B Preferred  Stock will accrue from their date
         of  issuance  and will be payable  monthly in arrears in United  States
         dollars  commencing on January 1, 2000,  and for each monthly  dividend
         period commencing on the first day of each month thereafter, and ending
         on and  including  the day next  preceding  the  first  day of the next
         Dividend Period (each, a "Dividend  Period") to the holder of record of
         the  Series  B  Preferred  Stock  as they

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         appear on the books of the  Corporation on the second  business day (as
         defined below),  immediately  preceding the relevant  Dividend  Payment
         Date (as defined  below).  Dividends so declared will be payable on the
         first  day of each  month  commencing  on  January  1,  2000  (each,  a
         "Dividend Payment Date").  The amount of dividends payable per share of
         Series A Preferred  Stock for each Dividend Period shall be computed on
         the basis of twelve  30-day  months and a 360-day  year.  The amount of
         dividends  payable for any period  shorter  than a full month  dividend
         period  will be  computed  on the  basis of the  actual  number of days
         elapsed in such period.

         (b)  Holders  of  Series B  Preferred  Stock  will not  participate  in
         dividends,  if any,  declared  and  paid  on the  common  stock  of the
         Corporation (the "Common Stock"). Except as descried herein, holders of
         the Series B Preferred Stock will have no other right to participate in
         the profits of the  Corporation or to receive  dividends.  The right of
         holders  of  Series  B  Preferred   Stock  to  receive   dividends   is
         noncumulative.

         (c) If the  Board of  Directors  of the  Corporation  or an  authorized
         committee thereof does not declare a dividend on the Series B Preferred
         Stock for a Dividend  Period,  then  holders of the Series B  Preferred
         Stock  will  have no right to  receive  a  dividend  for that  Dividend
         Period,  and  the  Corporation  will  have  no  obligations  to pay the
         dividend accrued for that Dividend Period, whether or not dividends are
         declared for any subsequent Dividend Period.

         (d) When dividends which are not paid in full on the Series B Preferred
         Stock and on any other  shares of  preferred  stock of the  Corporation
         ranking on a parity as to the  payment of  dividends  with the Series B
         Preferred Stock,  including the 7.4%  Noncumulative  Perpetual  Monthly
         Income  Preferred  Stock,  Series A, all  dividends  declared  upon the
         Series B Preferred  Stock and any such other shares of preferred  stock
         will be declared pro rata so that the amount of dividends  declared per
         share on the  Series B  Preferred  Stock and any such  other  shares of
         preferred  stock  will in all cases  bear to each  other the same ratio
         that the  liquidation  preference  per share of the Series B  Preferred
         Stock and any such other preferred stock bear to each other.

         (e) So long as any  shares  of the  Series  B  Preferred  Stock  remain
         outstanding,  unless the full  dividends on all  outstanding  shares of
         Series B Preferred  Stock have been  declared and paid or set apart for
         payment  for the  current  Dividend  Period  and have been paid for all
         Dividend Periods for which dividends were declared and not paid, (i) no
         dividend  (other than a dividend in Common  Stock or in any other stock
         of the Corporation ranking junior to the Series B Preferred Stock as to
         dividends or  distribution of assets upon  liquidation,  dissolution or
         winding  up) may be declared  and paid,  or set apart for  payment,  or
         other

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         distribution  declared  or made,  on the  Common  Stock or on any other
         stock  ranking  junior to or on a parity  with the  Series B  Preferred
         Stock as to  dividends  or  distribution  of assets  upon  liquidation,
         dissolution  or winding up and (ii) no shares of Common Stock or shares
         of any other stock of the Corporation  ranking junior to or on a parity
         with the Series B Preferred  Stock as to dividends or  distribution  of
         assets upon  liquidation,  dissolution or winding up, will be redeemed,
         purchased  or  otherwise   acquired  for  any   consideration   by  the
         Corporation or any subsidiary of the Corporation (nor may any moneys be
         paid  to or  made  available  for a  sinking  or  other  fund  for  the
         redemption,  purchase  or other  acquisition  of any shares of any such
         stock),  other than by conversion  into or exchange for Common Stock or
         any other  stock of the  Corporation  ranking  junior  to the  Series B
         Preferred  Stock  as  to  dividends  or  distribution  of  assets  upon
         liquidation, dissolution or winding up.

         (f) When a Dividend  Payment Date falls on a day that is not a Business
         Day, the dividend will be paid on the next  Business  Day,  without any
         interest or  accumulation  on payment in respect of any such  delay.  A
         "Business Day" is a day on which the Nasdaq National Market is open for
         trading and which is not a  Saturday,  Sunday or other day on which the
         banks  in the  Commonwealth  of  Puerto  Rico  or  New  York  City  are
         authorized or obligated by law to close.

         2.       Dividend Rate

         The annual  dividend  rate per share for the Series B  Preferred  Stock
         shall  be  7.75%  of the  $25  liquidation  preference  per  share,  or
         $0.1614583 per share per month (the "Dividend Rate").

         3.       Conversion; Exchange

         The  Series  B  Preferred  Stock  will  not  be  convertible  into,  or
         exchangeable for any other securities of the Corporation.

         4.       Redemption at the Option of the Corporation

         (a) The shares of the Series B Preferred Stock are not redeemable prior
         to  January 1,  2005.  On or after  such  date,  the shares of Series B
         Preferred  Stock  will be  redeemable  in whole or in part from time to
         time at the option of the  Corporation,  upon not less than 30 nor more
         than 60 days' notice,  by mail, at the  redemption  prices set forth in
         the table below, during the twelve month periods beginning on January 1
         of the years set forth  below,  subject  to the prior  approval  of the
         Board of  Governors  of the  Federal  Reserve  System,  if  required by
         applicable  law, plus an amount equal to dividends  declared and unpaid
         for the then-current  Dividend Period (without  accumulation of accrued
         and unpaid dividends for prior Dividend

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         Periods and without interest) to the date fixed for redemption.



                                                       Redemption
                             Year                        Price
                     -------------------             ---------------

                     2005                               $25.50
                     2006                                25.25
                     2007 and thereafter                 25.00

         (b) In no event  shall  the  Corporation  redeem  less  than all of the
         outstanding  Series  B  Preferred  Stock,   unless  dividends  for  the
         then-current  Dividend Period to the date fixed for redemption for such
         series  shall have been  declared  and paid or set apart for payment on
         all outstanding  Series B Preferred Stock,  provided however,  that the
         foregoing  provisions  will not prevent,  if otherwise  permitted,  the
         purchase or acquisition by the  Corporation of Series B Preferred Stock
         pursuant  to a tender  or  exchange  offer  made on the  same  terms to
         holders of all the  outstanding  Series B Preferred Stock and mailed to
         the holders of record of all such  outstanding  shares at such holders'
         address  as the  same  appear  on the  books  of the  Corporation;  and
         provided,  further,  that if some,  but less than all,  of the Series B
         Preferred  Stock  are to be  purchased  or  otherwise  acquired  by the
         Corporation, the Series B Preferred Stock so tendered will be purchased
         or  otherwise  acquired  by the  Corporation  on a pro rata basis (with
         adjustments  to  eliminate  fractions)  according to the number of such
         shares  tendered by each holder so tendering  Series B Preferred  Stock
         for such purchase or exchange.

         (c) In the event  that less than all of the  outstanding  shares of the
         Series B Preferred  Stock are to be redeemed in any  redemption  at the
         option of the Corporation, the total number of shares to be redeemed in
         such  redemption  shall be determined by the Board of Directors and the
         shares to be redeemed  shall be allocated  pro rata or by lot as may be
         determined  by the Board of  Directors  or by such other  method as the
         Board of Directors may approve and deem equitable, including any method
         to conform to any rule or regulation of any national or regional  stock
         exchange  or  automated  quotation  system upon which the shares of the
         Series B  Preferred  Stock may at the time be listed  or  eligible  for
         quotation.

         (d) The  Corporation  may redeem the Series B Preferred  Stock  without
         ever having declared or paid a dividend on such stock.

         (e) Notice of any proposed redemption shall be given by the Corporation
         by mailing a copy of such notice to the holders of record of the shares
         of Series B Preferred Stock to be redeemed, at their address of record,
         not more  than 60 days nor less  than 30 days  prior to the  redemption
         date.  The notice of  redemption  to each  holder of shares of Series B
         Preferred Stock shall specify the number of

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         shares of Series B Preferred Stock to be redeemed,  the redemption date
         and the  redemption  price payable to such holder upon  redemption  and
         shall state that from and after said date dividends  thereon will cease
         to accrue. If less than all the shares owned by a holder are then to be
         redeemed  at the  option of the  Corporation,  the  notice  shall  also
         specify the number of shares of Series B  Preferred  Stock which are to
         be  redeemed  and the  numbers of the  certificates  representing  such
         shares.  Any  notice  which  is  mailed  as  herein  provided  shall be
         conclusively  presumed  to have been  duly  given,  whether  or not the
         stockholder  receives such notice.  Failure to duly give such notice by
         mail,  or any  defect  in such  notice,  to the  holders  of any  stock
         designated  for  redemption  shall  not  affect  the  validity  of  the
         proceedings  for  the  redemption  of any  other  shares  of  Series  B
         Preferred Stock. Notice having been mailed as aforesaid, from and after
         the  redemption  date  (unless  default  be made in the  payment of the
         redemption  price for any shares to be redeemed),  all dividends on the
         shares of Series B Preferred Stock called for redemption shall cease to
         accrue and all rights of the holders of such shares as  stockholders of
         the  Corporation  by reason of the ownership of such shares (except the
         right to receive the redemption price, on presentation and surrender of
         the respective  certificates  representing  the redeemed  shares) shall
         cease on the  redemption  date,  and such  shares  shall  not after the
         redemption date be deemed to be outstanding.  In case less than all the
         shares  represented  by  any  such  certificate  are  redeemed,  a  new
         certificate  shall  be  issued  without  cost  to  the  holder  thereof
         representing the unredeemed shares, if requested by such shareholder.

         (f) At its option,  the Corporation  may, on or prior to the redemption
         date,  irrevocably  deposit  with a paying  agent (a  "Paying  Agent"),
         having surplus and undivided profits  aggregating at least $50 million,
         funds  necessary  for  such  redemption  in  trust,   with  irrevocable
         instructions  and  authorization  that  such  funds be  applied  to the
         redemption  of the  shares  of  Series B  Preferred  Stock  called  for
         redemption  upon surrender of  certificates  for such shares  (properly
         endorsed or assigned for transfer).  If notice of redemption shall have
         been  mailed and such  deposit is made and the funds so  deposited  are
         made immediately available to the holders of the shares of the Series B
         Preferred  Stock to be redeemed,  the  Corporation  shall  thereupon be
         released and  discharged  (subject to the  provisions  described in the
         next  paragraph)  from any  obligation  to make  payment  of the amount
         payable upon  redemption of the shares of the Series B Preferred  Stock
         to be redeemed.  Notwithstanding  that any certificates for such shares
         shall  not  have  been   surrendered  for   cancellation,   the  shares
         represented  thereby  shall no  longer  be  deemed  to be  outstanding.
         Thereupon,  the  holders of such  shares  shall look only to the Paying
         Agent for such payment.  Thereafter,  all rights of the holders of such
         shares as  holders of Series B  Preferred  Stock  (except  the right to
         receive the redemption price, but without interest) will cease.

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         (g) Any funds  remaining  unclaimed  at the end of two  years  from and
         after the redemption date in respect of which such funds were deposited
         shall be returned  to the  Corporation  forthwith  and  thereafter  the
         holders of shares of the Series B Preferred Stock called for redemption
         with respect to which such funds were deposited  shall look only to the
         Corporation  for the  payment  of the  redemption  price  thereof.  Any
         interest  accrued on any funds  deposited  with the Paying  Agent shall
         belong to the  Corporation and shall be paid to it from time to time on
         demand.

         (h) Any shares of the Series B Preferred  Stock which shall at any time
         have been redeemed  shall,  after such  redemption,  have the status of
         authorized but unissued shares of preferred stock,  without designation
         as to series,  until such shares are once more  designated as part of a
         particular series by the Board of Directors.

         5.       Voting Rights

         (a) Except as  indicated  herein,  or except as required by  applicable
         law,  the holders of the Series B Preferred  Stock will not be entitled
         to  receive  notice  of or  attend  or  vote  at  any  meeting  of  the
         stockholders of the Corporation.

         (b) If a Voting Event (as defined in the next  paragraph)  occurs,  the
         holders of outstanding shares of the Series B Preferred Stock, together
         with the holders of shares of any one or more other series of preferred
         stock  entitled to vote for the  election of  directors in the event of
         any  failure  to pay  dividends,  acting  as a  single  class  will  be
         entitled,  by written notice to the Corporation given by the holders of
         a majority  in  liquidation  preference  of such  shares or by ordinary
         resolution   passed  by  the  holders  of  a  majority  in  liquidation
         preference  of such shares  present in person or by proxy at a separate
         special  meeting of such holders  convened for the purpose,  to appoint
         two additional members of the Board of Directors of the Corporation, to
         remove any such  member from  office and to appoint  another  person in
         place of such  member.  Not  later  than 30 days  after a Voting  Event
         occurs,  if written  notice by a majority of the holders of such shares
         has not been given as provided for in the preceding sentence, the Board
         of Directors or an authorized committee thereof will convene a separate
         special  meeting for the above  purpose.  If the Board of  Directors or
         such  authorized  committee  fails to convene such meeting  within such
         30-day  period,  the  holders of 10% of the  outstanding  shares of the
         Series B  Preferred  Stock  and of any such  other  securities  will be
         entitled to convene such meeting.  The provisions of the Certificate of
         Incorporation  and  the  By-Laws  of the  Corporation  relating  to the
         convening and conduct of general  meetings of  stockholders  will apply
         with respect to any such separate  special  meeting.  Any member of the
         Board of Directors so appointed  shall vacate office if,  following the
         event which gave rise to such  appointment,  the Corporation shall have
         resumed  the  payment of


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         dividends  in full on the Series B Preferred  Stock and each such other
         series of stock for twelve consecutive monthly Dividend Periods.

         (c) A "Voting  Event" will be deemed to have occurred in the event that
         dividends  payable on any share or shares of Series B Preferred  Shares
         shall not be declared and paid at the stated rate for the equivalent of
         eighteen full monthly Dividend Periods (whether or not consecutive).  A
         Voting Event will be deemed to have been terminated when dividends have
         been paid regularly for twelve consecutive monthly Dividend Periods.

         (d)  Any  variation  or  abrogation  of  the  rights,  preferences  and
         privileges  of the Series B Preferred  Stock by way of amendment of the
         Certificate  of   Incorporation   or  otherwise   (including,   without
         limitation,  the  authorization  or  issuance  of  any  shares  of  the
         Corporation  ranking,  as to dividend  rights or rights on liquidation,
         winding up and  dissolution,  senior to the Series B  Preferred  Stock)
         shall not be effective  (unless  otherwise  required by applicable law)
         except  with  the  consent  in  writing  of  the  holders  of at  least
         two-thirds of the outstanding shares of the Series B Preferred Stock or
         with the sanction of a special  resolution passed at a separate special
         meeting by the holders of at least two-thirds of the outstanding shares
         of the Series B Preferred  Stock.  Notwithstanding  the foregoing,  the
         Corporation  may,  without  the  consent or  sanction of the holders of
         Series B Preferred Stock, authorize and issue shares of the Corporation
         ranking as to dividend rights and rights on liquidation,  winding up or
         dissolution,  on a parity  with or  junior  to the  Series B  Preferred
         Stock.

         (e) No vote of the  holders  of the  Series B  Preferred  Stock will be
         required  for the  Corporation  to redeem or  purchase  and  cancel the
         Series B Preferred Stock.

         (f) The Corporation will cause a notice of any meeting at which holders
         of Series B Preferred  Stock are  entitled to vote to be mailed to each
         record  holder of the Series B Preferred  Stock.  Each such notice will
         include a statement setting forth (i) the date of such meeting,  (ii) a
         description  of any  resolution  to be  proposed  for  adoption at such
         meeting  on  which  such   holders  are  entitled  to  vote  and  (iii)
         instructions for deliveries of proxies.


         5.       Liquidation Preference

         (a)  In  the  event  of  any  voluntary  or  involuntary   liquidation,
         dissolution or winding up of the Corporation,  the holders of shares of
         Series B  Preferred  Stock will be entitled to receive out of assets of
         the Corporation available for distribution to stockholders,  before any
         distribution  of the  assets  is made to the  holders  of shares of the
         Common  Stock  or on  any  other  class  or  series  of  stock  of  the
         Corporation

<PAGE>

         ranking  junior  to  the  Series  B  Preferred   Stock  as  to  such  a
         distribution, an amount equal to $25.00 per share, plus an amount equal
         to dividends  declared and unpaid for the then current  Dividend Period
         (without  accumulation  of  accrued  and  unpaid  dividends  for  prior
         Dividends Periods) to the date fixed for payment of such distribution.


         (b) If, upon any voluntary or involuntary  liquidation,  dissolution or
         winding  up  the  Corporation,   the  assets  of  the  Corporation  are
         insufficient  to make  the full  liquidation  payment  on the  Series B
         Preferred Stock and  liquidating  payments or any other class or series
         of stock of the  Corporation  ranking  on a  parity  with the  Series B
         Preferred Stock as to any such  distribution,  then such assets will be
         distributed  among the holders of the Series B Preferred Stock and such
         other  class or series of parity  stock  ratably in  proportion  to the
         respective full preferential amounts to which they are entitled.

         (c)  After  any  liquidating  payments,  the  holders  of the  Series B
         Preferred Stock will be entitled to no other payments.  A consolidation
         or merger of the  Corporation  with or into any  other  corporation  or
         corporations or the sale, lease or conveyance, whether for cash, shares
         of stock,  securities or properties,  of all or  substantially  all the
         assets  of the  Corporation  will  not be  regarded  as a  liquidation,
         dissolution or winding up of the Corporation.

                  IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed
         the seal of the Corporation this 17th day of December, 1999.




                                            /s/ Enrique Umpierre-Suarez
                                            ---------------------------
                                            Enrique Umpierre-Suarez
                                            Secretary