SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HAMILTON BANCORP INC. (Exact Name of Registrant as Specified in its Charter) Florida 65-0149935 ___________________________________ _________________ (State of Incorporation (I.R.S. Employer or Organization) Identification No.) 3750 N.W. 87th Avenue Miami, Florida 33178 ___________________________________ _________________ (Address of Principal Executive Offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered None None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Reference is made to the discussion of the Registrant's Common Stock in the section entitled "Description of Securities" contained in the Registrant's Registration Statement on Form S-1 (File No. 333-20435) filed with the Securities and Exchange Commission on January 27, 1997, which disclosures are incorporated by reference herein. ITEM 2. EXHIBITS. 3.1 Amended and Restated Articles of Incorporation* 3.2 Bylaws, as amended* 4.1 Form of Common Stock Certificate _______________________ * Incorporated by reference to the Exhibit of the same number included with the Registrant's Registration Statement on Form S-1 (No. 333-20435). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. February 24, 1997 HAMILTON BANCORP, INC. By:/s/Eduardo A. Masferrer Eduardo A. Masferrer, Chairman of the Board, President and Chief Executive Officer