WHI W Holding Company Incorporated New Common Stock ($1.00 Par Value)

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	SEC FILE NUMBER
	000-27377
	CUSIP NUMBER
	929251106

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		þ   Form 10-K o   Form 20-F o   Form 11-K o   Form 10-Q o   Form 10-D o   Form N-SAR o   Form N-CSR
		For Period Ended:		December 31, 2008
		o    Transition Report on Form 10-K
		o    Transition Report on Form 20-F
		o    Transition Report on Form 11-K
		o    Transition Report on Form 10-Q
		o    Transition Report on Form N-SAR
		For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

W Holding Company, Inc.

Full Name of Registrant

Former Name if Applicable

19 West McKinley Street

Address of Principal Executive Office (Street and Number)

Mayaguez, Puerto Rico 00680

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

o
			(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
			(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

The delay is due to the need for additional time to complete W Holding Company, Inc.’s (the “Company”) previously announced restatement of the financial statements of the Company and the audit of its financial statements for the fiscal year ended December 31, 2008. As previously reported on the Company’s Current Report on Form 8-K filed on January 30, 2009, the Company determined not to reappoint Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2008 and instead, as of January 28, 2009, the Company engaged BDO Seidman, LLP (“BDO Seidman”) as its independent registered public accounting firm for the audit of the Company’s fiscal year 2008 financial statements. As a result of the Company’s focus on the restatement and the recent appointment of BDO Seidman, the Company is unable to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, without unreasonable effort or expense.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Norberto Rivera		(787)		834-8000
(Name)		(Area Code)		(Telephone Number)

(2)		Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
		Yes  o      No  þ

(3)		Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
		Yes  þ      No  o

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate state the reasons why a reasonable estimate of the results cannot be made.

Due to the recent change in the Company’s independent registered public accounting firm, the Company needs additional time to complete the audit of its 2008 financial statements. Although such results have not been fully determined at this time, based on its most recent unaudited financial data, the Company expects a significant change in its results of operations for 2008 compared to 2007. The following table provides preliminary unaudited summary financial data for the fiscal year ended December 31, 2008 and comparative data for 2007.

		Year Ended December 31,
		2008				2007
		(UNAUDITED FINANCIAL DATA)
		(In Millions)
Interest Income		$	824			$	1,070
Interest Expenses			666				785
Net Interest Income			158				285
Provision for Loan Losses			(43	)			(278	)
Noninterest Income			49				48
Noninterest Expenses			(173	)			(163	)
Loss before Income Taxes			(9	)			(108	)
Income Tax Credits			37				40
Net Income (Loss)		$	28			$	(68	)

As shown above, preliminary unaudited net income for the year ended December 31, 2008, was $28 million, compared to a net loss of $68 million for year 2007, an increase of $96 million. The increase in net income for the year ended December 31, 2008 was mainly due to a decrease of $235 million in the provision for loan losses and to negotiated tax agreements with local and federal authorities that yielded a benefit of $33 million during 2008. These effects were partially offset by a decrease in net interest income of $127 million due to decreases in volume and rates on net interest-earning assets and an increase of $10 million in noninterest expenses, mainly as a result of increases in legal, accounting and consulting fees, and deposit insurance premiums and supervisory examination expenses. During 2008, Westernbank sold certain land lots originally held for future branch development and recognized a gain on sale of $14.7 million.

The information for fiscal year 2008 set forth above is unaudited and should be considered preliminary, and is subject to change pending completion of the audit for 2008. Actual results may differ materially.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date		March 17, 2008		By		/s/ Norberto Rivera
				Name:		Norberto Rivera
				Title:		Chief Accounting Officer

      Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (see 18 U.S.C. 1001).

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