FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * IRIZARRY DIAZ JORGE L   2. Issuer Name and Ticker or Trading Symbol FIRST BANCORP /PR/ [fbp] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) PO BOX 9146 3. Date of Earliest Transaction (Month/Day/Year) 08/30/2010 (Street) SAN JUAN, PR 00908-0146 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price First BanCorp Common Stock 08/30/2010   A   25,052 A $ 0 (1) 65,329 (2) D   First BanCorp Series B Preferred Stock 08/30/2010   D   2,150 D $ 0 (1) 0 D   First BanCorp Common Stock               22,460 I By spouse (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
IRIZARRY DIAZ JORGE L PO BOX 9146 SAN JUAN, PR 00908-0146	X

Signatures

/s/ Jorge L. Diaz Irizarry		09/07/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	25,052 shares of Common Stock were issued to the Reporting Person in exchange for 2,150 shares of Series B Preferred Stock pursuant to the Issuer's Exchange Offer. The transactions reported on this Form 4 were approved by the Issuer's Board of Directors as a part of its approval of the offer made to issue shares of Common Stock in exchange for the outstanding shares of Series A through E Preferred Stock in its recently completed Exchange Offer.
(2)	Includes shares of restricted stock grants: 1,342 vested on December 1, 2009, 1,342 vests on December 1, 2010, and 1,343 on December 1, 2011.
(3)	These shares are beneficially owned by Mrs. Eugenia Mayoral, who is the spouse of Mr. Jorge Diaz.

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