EXHIBIT 4.13

                          REPUBLIC NEW YORK CAPITAL III
                              DECLARATION OF TRUST

         This DECLARATION OF TRUST, dated as of November 18, 1997, among (i)
Republic New York Corporation, a Maryland corporation, as "Depositor", (ii)
Bankers Trust (Delaware), a Delaware banking corporation, not in its individual
capacity but solely as trustee of the Trust (the "Delaware Trustee"), (iii)
Thomas F. Robards, an individual employed by the Depositor, not in his
individual capacity but solely as an administrative trustee of the trust, and
(iv) Stephen J. Saali, an individual employed by the Depositor, not in his
individual capacity but solely as an administrative trustee of the trust (each
of such trustees in (ii), (iii) and (iv) a "Trustee" and collectively,
"Trustees"). The Depositor and the Trustees hereby agree as follows:

         1. The trust created hereby shall be known as Republic New York Capital
III (the "Trust"), in which name the Trustees, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

         2. The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. ss. 3801 et seq. (the "Business Trust Act"), and
that this document constitute the governing instrument of the Trust. The
Trustees hereby are authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.

         3. The Depositor, the Trustees and other parties to become additional
trustees will enter into an amended and restated Declaration of Trust,
satisfactory to each such party and substantially in the form to be included as
an exhibit to the 1933 Act Registration Statement referred to below, to provide
for the contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein (the "Trust
Securities"). Prior to the execution and delivery of such amended and restated
Declaration of Trust, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as may be necessary to
obtain prior to such execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.

         4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such 1933 Act Registration Statement (including the prospectus and
the exhibits contained therein), relating to the registration under the
Securities Act of 1933, as amended, of the Preferred Securities of the Trust and
certain other securities and (b) a Registration Statement on Form 8-A (the "1934
Act Registration Statement") (including all pre-effective and post-effective
amendments thereto) relating to the registration of the Preferred Securities of
the Trust under Section 12 of the Securities Exchange Act of 1934, as amended;
(ii) to file with one or more national securities exchanges (each, an
"Exchange") or the National Association of Securities Dealers ("NASD") and
execute on behalf of the Trust a listing application or applications and all
other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause the Preferred Securities to be
listed on any such Exchange or the NASD's Nasdaq National Market ("NASDAQ");
(iii) to file and execute on behalf of the Trust such applications, reports,
surety bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as the Depositor, on behalf of the Trust,
may deem necessary or desirable to register the Preferred Securities under the
securities or "Blue Sky" laws; (iv) to execute on behalf of the Trust such
underwriting agreements with one or more underwriters relating to the offering
of the Preferred Securities as the Depositor, on behalf of the Trust, may deem
necessary or desirable. In the event that any filing referred to in clauses (i),
(ii) and (iii) above is required by the rules and regulations of the Commission,
any Exchange, the NASD or state securities or "Blue Sky" laws, to be executed on
behalf of the Trust by a Trustee, the Depositor and any trustee appointed
pursuant to Section 6 hereof are hereby authorized to join in any such filing
and to execute on behalf of the Trust any and all of the foregoing it being
understood that Bankers Trust (Delaware) in its capacity as Trustee of the Trust
shall not be required to join in any such filing or execute on behalf of the
Trust any such document unless required by the rules and regulations of the
Commission, the Exchange or state securities or "Blue Sky" laws.

         5. This Declaration of Trust may be executed in one or more
counterparts.

         6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time to time
by a written instrument signed by the Depositor which may increase or decrease
the number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or remove without cause any Trustee at any
time. The Trustee may resign upon thirty days' prior notice to the Depositor.

         7. The recitals contained in this Declaration of Trust shall be taken
as statements of the Depositor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Declaration of Trust.

         8. (a) The Delaware Trustee shall not be liable, responsible or
accountable for damages or otherwise to the Trust, the Depositor, the other
Trustees or any holder of the Trust Securities for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by the Delaware
Trustee in good faith on behalf of the Trust and in a manner the Delaware
Trustee reasonably believed to be within the scope of authority conferred on the
Delaware Trustee by this Declaration of Trust by law, except that the Delaware
Trustee shall be liable for any such loss, damage or claim incurred by reason of
the Delaware Trustee's gross negligence or willful misconduct with respect to
such acts or omissions.

         (b) The Delaware Trustee shall be fully protected in relying in good
faith upon this Declaration of Trust, the records of the Trust and upon such
information, opinions, reports or statements presented to the Trust by any
person as to matters the Delaware Trustee reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the existence and amount of
assets from which distributions to holders of Trust Securities might properly be
paid.

         9. The Depositor agrees, to the fullest extent permitted by applicable
law:

         (a) to indemnify and hold harmless the Delaware Trustee, or any of its
officers, directors, shareholders, employees, representatives or agents, from
and against any loss, damage, liability, tax penalty, expense or claim of any
kind or nature whatsoever incurred by reason of the creation, operation or
termination of the Trust or any act or omission performed or omitted by the
Delaware Trustee in good faith on behalf of the Trust in a manner reasonably
believed to be within the scope of authority conferred on the Delaware Trustee
by this Declaration of Trust, except that the Delaware Trustee shall not be
entitled to be indemnified in respect of any loss, damage or claim incurred by
reason of its gross negligence or willful misconduct with respect to such acts
or omissions; and

         (b) to advance expenses (including the fees and expenses of counsel)
incurred by the Delaware Trustee in defending any claim, demand, action, suit or
proceeding from time to time, prior to the final disposition of such claim,
demand, action, suit or proceeding.

         10. The provisions of Section 9 shall survive the termination of this
Declaration of Trust or the earlier resignation or removal of the Delaware
Trustee.

         11. The Trust created hereby shall terminate on November 18, 2051.

         12. The Trust may terminate without issuing any Trust Securities at the
sole election of the Depositor.

         13. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles). The provisions of Sections 3540 and 3561 of Title 12 of the
Delaware Code shall not apply to the Trust.

         IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first written above.

                               REPUBLIC NEW YORK CORPORATION,
                                as Depositor

                               By: /s/ William F. Rosenblum, Jr.
                                  -----------------------------------
                                    Name:
                                    Title:


                               BANKERS TRUST (DELAWARE), not in
                               its individual capacity but
                               solely as Trustee


                               By: /s/ M. Lisa Wilkins
                                  -----------------------------------
                                    Name:
                                    Title:


                               THOMAS F. ROBARDS, not in his
                               individual capacity but solely
                               as Administrative Trustee


                                    /s/ Thomas F. Robards
                               --------------------------------------


                               STEPHEN J. SAALI, not in his
                               individual capacity but solely
                               as Administrative Trustee


                                    /s/ Stephen J. Saali
                               --------------------------------------