SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934

DORAL FINANCIAL CORPORATION

4.75% Perpetual Cumulative Convertible Preferred Stock		25811P704
7.00% Noncumulative Monthly Income Preferred Stock, Series A		25811P209
8.35% Noncumulative Monthly Income Preferred Stock, Series B		25811P308
7.25% Noncumulative Monthly Income Preferred Stock, Series C		25811P407

(Title of Class of Securities)		(CUSIP Number of Class of Securities)

With copies to:
D. Rhett Brandon
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
212-455-2000

CALCULATION OF FILING FEE

	Transaction valuation(*)			Amount of Filing Fee(**)
	$15,175,900			$	846.82

o

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A		Filing Party: N/A
Form or Registration No.: N/A		Date Filed: N/A

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o		third-party tender offer subject to Rule 14d-1.
þ		issuer tender offer subject to Rule 13e-4.
o		going-private transaction subject to Rule 13e-3.
o		amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:

 

 

INTRODUCTORY STATEMENT

          This Tender Offer Statement on Schedule TO relates to an offer (the “Exchange Offer”) by Doral Financial Corporation, a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Company”), to exchange a number of properly tendered and accepted shares of its 7.00% Noncumulative Monthly Income Preferred Stock, Series A (“Series A Preferred Stock”), 8.35% Noncumulative Monthly Income Preferred Stock, Series B (“Series B Preferred Stock”), 7.25% Noncumulative Monthly Income Preferred Stock, Series C (“Series C Preferred Stock”) and 4.75% Perpetual Cumulative Convertible Preferred Stock (“Convertible Preferred Stock”, and together with the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, the “preferred stock”) for newly issued shares of our common stock, par value $0.01 per share (the “common stock”), plus a cash payment (the “cash premium”) on the terms and subject to the conditions described in the Offer to Exchange, dated May 7, 2009 (the “Offer to Exchange”), and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the Exchange Offer. The terms and conditions of the Exchange Offer are set forth in the Offer to Exchange and the accompanying Letter of Transmittal, which are attached hereto as exhibit (a)(1)(A)(i) and (a)(1)(A)(ii), respectively.

          This Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The Exchange Offer is being made by the Company pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933.

          As of May 6, 2009, there were 9,015,000 shares of preferred stock outstanding, comprised of 1,495,000 shares of Series A Preferred Stock, 2,000,000 shares of Series B Preferred Stock, 4,140,000 shares of Series C Preferred Stock, and 1,380,000 shares of Convertible Preferred Stock.

          The information set forth in the Offer to Exchange and the Letter of Transmittal is incorporated herein by reference in response to all items required in this Schedule TO, as more particularly described below.

Item 1. Summary Term Sheet.

          The information set forth in the Offer to Exchange in the sections entitled “Questions and Answers About the Exchange Offer” and “Summary—The Exchange Offer” is incorporated herein by reference.

Item 2. Subject Company Information.

          (a) Name and Address.

          The name of the subject company is Doral Financial Corporation. The address of the Company’s principal executive offices is 1451 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920-2717. The Company’s telephone number is (787) 474-6700.

          (b) Securities.

          The information set forth in the Offer to Exchange in the sections entitled “Description of Capital Stock” and “Description of the Preferred Stock” is incorporated herein by reference.

          (c) Trading Market and Price.

          The information set forth in the Offer to Exchange in the section entitled “Market Price, Dividend and Distribution Information” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

          (a) Name and Address.

          The filing person is the Company. The address of the Company’s principal executive offices is 1451 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920-2717, and the telephone number at that address is (787) 474-6700.

          Pursuant to Instruction C to Schedule TO, the following persons are the directors and executive officers of the Company. The business address of each director and executive officer is: c/o 1451 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920-2717, and such person’s telephone number is (787) 474-6700.

Name		Position
Glen R. Wakeman		President, Chief Executive Officer and Director of Doral Financial Corporation and Doral Bank
Lesbia Blanco		Executive Vice President and Chief Talent & Administration Officer
Robert E. Wahlman		Executive Vice President and Chief Financial and Investment Officer, Director of Doral Bank
Paul Makowski		Executive Vice President and Chief Risk Officer, Director of Doral Bank
Enrique R. Ubarri		Executive Vice President and General Counsel, Director of Doral Bank
Christopher Poulton		Executive Vice President and Chief Business Development Officer
Luis Alejandro-Narvaez		Senior Vice President, Chief Internal Auditor
Laura Vázquez		Senior Vice President, Controller and Principal Accounting Officer
Dennis G. Buchert		Director
James E. Gilleran		Director
Douglas L. Jacobs		Director
David E. King		Director
Mark Kleinman		Director
Howard M. Levkowitz		Director
Kevin M. Twomey		Director
Raymond J. Quinlan		Director
Gerard L. Smith		Director

Item 4. Terms of the Transaction.

          (a) Material Terms.

          The information set forth in the Offer to Exchange in the sections entitled “Questions and Answers About the Exchange Offer,” “Summary—The Exchange Offer,” “The Exchange Offer,” “Comparison of Rights Between the Preferred Stock and Our Common Stock,” “Description of Capital Stock,” “Description of the Preferred Stock,” “Certain United States Federal Income Tax Considerations” and “Certain Puerto Rico Tax Considerations” is incorporated herein by reference.

          (b) Purchases.

          To the Company’s knowledge based on reasonable inquiry, no shares of preferred stock are owned by an executive officer, director or affiliate of the Company.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

          (a) Agreements Involving the Subject Company’s Securities.

          The information set forth in the Offer to Exchange in the sections entitled “Description of Capital Stock” and “Description of the Preferred Stock” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

          (a) Purposes.

          The information set forth in the Offer to Exchange in the sections entitled “Questions and Answers About the Exchange Offer—Why are we making the exchange offer” and “The Exchange Offer—Purpose and Background of the Exchange Offer” is incorporated herein by reference.

          (b) Use of Securities Acquired.

          The information set forth in the Offer to Exchange in the sections entitled “Questions and Answers About the Exchange Offer,” “Summary—The Exchange Offer” and “The Exchange Offer—Terms of the Exchange Offer” is incorporated herein by reference.

          (c) Plans.

          The information set forth in the Offer to Exchange in the section entitled “Summary—Recent Developments,” “Summary—The Exchange Offer,” “Risk Factors” and “Capitalization” is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

          (a) Source of Funds.

          The information set forth in the Offer to Exchange in the sections entitled “Questions and Answers About the Exchange Offer,” “Summary—The Exchange Offer,” “The Exchange Offer—Terms of the Exchange Offer”, “The Exchange Offer—Consideration,” and “The Exchange Offer—Source and Amount of Funds” is incorporated herein by reference.

          (b) Conditions.

          Not applicable.

          (c) Borrowed Funds.

          Not applicable.

Item 8. Interest in the Securities of the Subject Company.

          (a) Securities Ownership.

          The Company’s executive officers and directors do not own any shares of preferred stock and therefore are not eligible to participate in the Offer to Exchange.

          (b) Securities Transactions.

          None of the Company or the Company’s executive officers or directors have effected any transactions with respect to the preferred stock within the 60-day period prior to May 7, 2009.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

          (a) Solicitations or Recommendations.

          The information set forth in the Offer to Exchange in the sections entitled “The Exchange Offer—Exchange Agent and Information Agent,” “The Exchange Offer—Solicitation” and “The Exchange Offer—Fees and Expenses” is incorporated herein by reference.

Item 10. Financial Statements.

          (a) Financial Information.

          The information set forth in the Offer to Exchange in the sections entitled “Available Information” and “Summary Consolidated Financial Data” is incorporated herein by reference. The information set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 in the sections entitled “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Financial Statements and Supplementary Data,” and “Exhibits and Financial Statement Schedules,” is incorporated herein by reference and can also be accessed electronically on the Securities and Exchange Commission’s website at http://www.sec.gov.

          (b) Pro Forma Information.

          Not applicable.

Item 11. Additional Information.

          (a) Agreements, Regulatory Requirements and Legal Proceedings.

          The information set forth in the Offer to Exchange in the section entitled “The Exchange Offer—Conditions to the Exchange Offer” is incorporated herein by reference.

          (b) Other Material Information.

          Not applicable.

Item 12. Exhibits

(a)(1)(A)(i)

Offer to Exchange, dated May 7, 2009.

	(a)(1)(A)(i)		Letter of Transmittal, dated May 7, 2009.
	(a)(1)(B)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(C)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(2)		Not applicable.
	(a)(3)		Not applicable.
	(a)(4)		Not applicable.
	(a)(5)		Press Release, dated May 7, 2009.
	(b)		Not applicable
	(c)		Not applicable
	(d)		Not applicable.
	(e)		Not applicable.
	(f)		Not applicable.
	(g)		Not applicable.
	(h)		Not applicable.

Item 13. Information Required by Schedule 13E-3.

          (a) Not applicable.

SIGNATURES

          After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 7, 2009

EXHIBIT INDEX

EXHIBIT
NUMBER		EXHIBIT NAME
(a)(1)(A)(i)		Offer to Exchange, dated May 7, 2009.
(a)(1)(A)(ii)		Letter of Transmittal, dated May 7, 2009.
(a)(1)(B)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(C)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)		Press Release, dated May 7, 2009.
(b)		Not applicable
(c)		Not applicable
(d)		Not applicable.
(e)		Not applicable.
(f)		Not applicable.
(g)		Not applicable.
(h)		Not applicable.