<PAGE>   1
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             ----------------------

                                  POPULAR, INC.
             (Exact name of registrant as specified in its charter)


               PUERTO RICO                                       66-0416582
     (State or other jurisdiction of                          (I.R.S. employer
      incorporation or organization)                         identification no.)

         209 Munoz Rivera Avenue                                    00918
          Hato Rey, Puerto Rico                                  (Zip code)
(Address of principal executive offices)

                               POPULAR, INC. 2001
                                STOCK OPTION PLAN
                            (Full title of the plan)


                             ----------------------


                                JORGE A. JUNQUERA
                         SENIOR EXECUTIVE VICE PRESIDENT
                             209 MUNOZ RIVERA AVENUE
                           SAN JUAN, PUERTO RICO 00918
                     (Name and address of agent for service)

                                 (787) 765-9800
          (Telephone number, including area code, of agent for service)

                             ----------------------


                                   Copies to:

                           BRUNILDA SANTOS DE ALVAREZ
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             209 MUNOZ RIVERA AVENUE
                           SAN JUAN, PUERTO RICO 00918

                             ----------------------


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
                                                                Proposed Maximum     Proposed Maximum
Title of each Class of Securities to be      Amount to be      Offering Price Per   Aggregate Offering        Amount of
               Registered                   Registered(1)           Share(2)             Price(2)          Registration Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                       <C>               <C>                    <C>
Common Stock, par value $6 per share,
together with attached rights to purchase
Series A Participating Cumulative
Preferred Stock, no par value...........   5,000,000 Shares          $30.81            $154,050,000           $38,512.50
===========================================================================================================================
</TABLE>

(1)  The amount being registered also includes an indeterminate number of shares
     of Common Stock which may be issuable as a result of stock splits, stock
     dividends and antidilution provisions and other terms, in accordance with
     Rule 416 under the Securities Act.

(2)  Estimated solely for the purpose of calculating the registration fee. Such
     estimate has been computed in accordance with Rule 457(h) based upon the
     average of the high and low price of the Common Stock on the NASDAQ
     National Market System on May 7, 2001, namely $30.81.

================================================================================



<PAGE>   2

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

         As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plan covered by
this Registration Statement as required by Rule 428(b). Such documents are not
being filed with the Securities and Exchange Commission (the "Commission") as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.




<PAGE>   3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by Popular, Inc. (the
"Company") are incorporated herein by reference:

                  (1) The Company's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2000;

                  (2) The Company's Current Reports on Form 8-K, filed with the
         Commission on January 16, 2001 and April 12, 2001;

                  (3) The descriptions of the Company's Common Stock set forth
         in the Company's Registration Statement on Form 8-A, filed August 18,
         1988, and any amendment or report filed for the purpose of updating any
         such description; and

                  (4) The description of the Company's Rights Plan set forth in
         the Company's Registration Statement on Form 8-A, filed August 28,1998,
         and any amendment or report filed for the purpose of updating such
         description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF CAPITAL STOCK

         Not applicable. The Company's Common Stock is registered under Section
12 of the Exchange Act.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of the Company to be issued in connection
with this Registration Statement will be passed upon for the Company by Brunilda
Santos de Alvarez, its Executive Vice President and General Counsel. As of April
30, 2001, Ms. Santos de Alvarez beneficially owned approximately 4825 shares of
Common Stock of the Company and is entitled to participate in the Plan covered
by this Registration Statement.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article ELEVENTH of the Restated Certificate of Incorporation of the
Company provides the following:

              (1) The Corporation shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by or in the
         right of the Corporation) by reason of the fact that he is or was a
         director, officer, employee or agent of the Corporation, or is or was
         serving at the written request of the Corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorney's fees), judgments, fines and amounts paid in settlement

                                      II-1

<PAGE>   4

         actually and reasonably incurred by him in connection with such action,
         suit or proceeding if he acted in good faith and in a manner he
         reasonably believed to be in or not opposed to the best interests of
         the Corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe his conduct was
         unlawful. The termination of any action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which he reasonably believed to be in or not opposed to the best
         interests of the Corporation and, with respect to any criminal action
         or proceeding, had reasonable cause to believe that his conduct was
         unlawful.

              (2) The Corporation shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the Corporation to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the Corporation, or is or was
         serving at the written request of the Corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorney's fees) actually and reasonably incurred by him in connection
         with the defense or settlement of such action or suit if he acted in
         good faith and in a manner he reasonably believed to be in or not
         opposed to the best interests of the Corporation, except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable for
         negligence or misconduct in the performance of his duty to the
         Corporation unless and only to the extent that the court in which such
         action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which such court shall deem
         proper.

              (3) To the extent that a director, officer, employee or agent of
         the Corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in paragraph 1 or
         2 of this Article ELEVENTH, or in defense of any claim, issue or matter
         therein, he shall be indemnified against expenses (including attorney's
         fees) actually and reasonably incurred by him in connection therewith.

              (4) Any indemnification under paragraph 1 or 2 of this Article
         ELEVENTH (unless ordered by a court) shall be made by the Corporation
         only as authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he has met the applicable standard of
         conduct set forth therein. Such determination shall be made (a) by the
         Board of Directors by a majority vote of a quorum consisting of
         directors who were not parties to such action, suit or proceeding, or
         (b) if such a quorum is not obtainable, or, even if obtainable, a
         quorum of disinterested directors so directs, by independent legal
         counsel in a written opinion, or (c) by the stockholders.

              (5) Expenses incurred in defending a civil or criminal action,
         suit or proceeding may be paid by the Corporation in advance of the
         final disposition of such action, suit or proceeding as authorized by
         the Board of Directors in the specific case upon receipt of an
         undertaking by or on behalf of the director, officer, employee or agent
         to repay such amount unless it shall ultimately be determined that he
         is entitled to be indemnified by the Corporation as authorized in this
         Article ELEVENTH.

              (6) The indemnification provided by this Article ELEVENTH shall
         not be deemed exclusive of any other rights to which those seeking
         indemnification may be entitled under any statute, by-law, agreement,
         vote of stockholders or disinterested directors or otherwise, both as
         to action in his official capacity and as to action in another capacity
         while holding such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.


                                      II-2

<PAGE>   5

              (7) By action of its Board of Directors, notwithstanding any
         interest of the directors in the action, the Corporation may purchase
         and maintain insurance, in such amounts as the Board of Directors deems
         appropriate, on behalf of any person who is or was a director, officer,
         employee or agent of the Corporation, or is or was serving at the
         written request of the Corporation as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise, against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether or not the Corporation would have the power or would be
         required to indemnify him against such liability under the provisions
         of this Article ELEVENTH or of the General Corporation Law of the
         Commonwealth of Puerto Rico or of any other State of the United States
         or foreign country as may be applicable.

         Section 1202 of Title 14, Laws of Puerto Rico Annotated provides the
         following:

                  Every corporation created under the provisions of this
         subtitle shall have the power to--

              * * * (10) indemnify any and all of its directors or officers or
              former directors or officers or any person who may have served at
              its request as a director or officer of another corporation in
              which it owns shares of capital stock or of which it is a creditor
              against expenses actually and necessarily incurred by them in
              connection with the defense of any action, suit or proceeding in
              which they, or any of them, are made parties, or a party, by
              reason of being or having been directors or officers or a director
              or officer of the corporation, or of such other corporation,
              except in relation to matters as to which any such director or
              officer or former director or officer or person shall be adjudged
              in such action, suit or proceeding to be liable for negligence or
              misconduct in the performance of duty. Such indemnification shall
              not be deemed exclusive of any other rights to which those
              indemnified may be entitled, under any by-law, agreement, vote of
              stockholders or otherwise.

         In addition, the Company maintains a directors' and officers' liability
         insurance policy.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.           EXHIBITS

Exhibit
Number   Description of Exhibits
-------  -----------------------

4.1      Restated Certificate of Incorporation of the Company, incorporated by
         reference to Exhibit 4(a) to the registrant's Registration Statement on
         Form S-3 (Nos. 333-26941, 333-26941-01 and 333-26941-02) filed with the
         Securities and Exchange Commission on May 12, 1997.

4.2      By-laws of the Company, incorporated by reference to Exhibit 4.2 to the
         Company's Registration Statement on Form S-8 (No. 333-80169) filed with
         the Securities and Exchange Commission on June 8, 1999.

4.3      Specimen of Certificate of the registrant's Common Stock, par value $6
         per share, incorporated by reference to Exhibit 4.1 to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1998.

4.4      Popular, Inc. 2001 Stock Option Plan.

4.5      Stockholder Protection Rights Agreement, dated as of August 13, 1998,
         between Popular, Inc. and Banco Popular de Puerto Rico as Rights Agent,
         including form of Rights Certificate attached as Exhibit B thereto,
         incorporated herein by reference to Exhibit 4.1 of Popular, Inc.'s
         Current Report on Form 8-K, dated August 13, 1998 and filed with the
         Commission on August 21, 1998.

4.6      Certificate of Designation, Preference and Rights of Popular, Inc.'s
         Series A Participating Cumulative Preferred Stock, incorporated by
         reference to Exhibit 99.1 of Popular, Inc.'s Current Report on Form 8-K
         dated and filed on August 3, 1999.


                                      II-3

<PAGE>   6

5        Opinion of Brunilda Santos de Alvarez, Esq.

23.1     Consent of Brunilda Santos de Alvarez, Esq., (Included in Exhibit 5).

23.2     Consent of the Company's Independent Accountants.

24       Powers of Attorney (included on pages II-6 through II-7).

ITEM 9.               UNDERTAKINGS

         (a)    The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by section
                  10(a)(3) of the Securities Act of 1933 (the "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed with or
         furnished to the Securities and Exchange Commission by the registrant
         pursuant to section 13 or section 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.

                (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public

                                      II-4

<PAGE>   7

policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person against the registrant in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5

<PAGE>   8

                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Juan, Commonwealth of Puerto Rico, on this
9th day of May, 2001.

                                  POPULAR, INC.
                                  (Registrant)


                                  By              /s/Jorge A. Junquera
                                    --------------------------------------------
                                       Name:  Jorge A. Junquera
                                       Title: Senior Executive Vice President
                                              and Director

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD L. CARRION, DAVID H. CHAFEY, JR.,
JORGE A. JUNQUERA, ORLANDO BERGES, AMILCAR JORDAN AND ROBERTO R. HERENCIA, AND
EACH OF THEM INDIVIDUALLY, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS,
WITH FULL POWER AND IN ANY AND ALL CAPACITIES, TO SIGN THIS REGISTRATION
STATEMENT AND ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO
THIS REGISTRATION STATEMENT, AND TO FILE SUCH REGISTRATION STATEMENT AND ALL
SUCH AMENDMENTS OR SUPPLEMENTS, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS
IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE OR NECESSARY
TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE
MIGHT OR COULD DO IN PERSON, THEREBY RATIFYING AND CONFIRMING ALL THAT SAID
ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTES OR
SUBSTITUTE, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE THEREOF.

<TABLE>
<CAPTION>
Signature                                            Title                                       Date
---------                                            -----                                       ----
<S>                                                  <C>                                         <C>

/s/Richard L. Carrion                                Chairman of the Board, President and        May 9, 2001
------------------------------------                 Chief Executive Officer
Richard L. Carrion

                                                     Director
------------------------------------
Antonio Luis Ferre

/s/Juan J. Bermudez                                  Director                                    May 9, 2001
------------------------------------
Juan J. Bermudez

/s/Francisco J. Carreras                             Director                                    May 9, 2001
------------------------------------
Francisco J. Carreras
</TABLE>


                                      II-6

<PAGE>   9

<TABLE>
<CAPTION>
Signature                                            Title                                       Date
---------                                            -----                                       ----
<S>                                                  <C>                                         <C>

/s/Jose B. Carrion, Jr.                       Director                                    May 9, 2001
-----------------------------------
Jose B. Carrion, Jr.

/s/Hector R. Gonzalez                         Director                                    May 9, 2001
-----------------------------------
Hector R. Gonzalez

/s/Jorge A. Junquera                          Senior Executive Vice President and         May 9, 2001
-----------------------------------           Director (Principal Financial Officer)
Jorge A. Junquera

/s/Manuel Morales, Jr.                        Director                                    May 9, 2001
-----------------------------------
Manuel Morales, Jr.

/s/Alberto M. Paracchini                      Director                                    May 9, 2001
-----------------------------------
Alberto M. Paracchini

/s/Francisco M. Rexach, Jr.                   Director                                    May 9, 2001
-----------------------------------
Francisco M. Rexach, Jr.

                                              Director
-----------------------------------
Felix J. Serralles Nevares

/s/Julio E. Vizcarrondo, Jr.                  Director                                    May 9, 2001
-----------------------------------
Julio E. Vizcarrondo, Jr.

/s/David H. Chafey, Jr.                       Senior Executive Vice President and         May 9, 2001
-----------------------------------           Director
David H. Chafey, Jr.

/s/Amilcar Jordan                             Senior Vice President                       May 9, 2001
-----------------------------------           (Principal Accounting Officer)
Amilcar Jordan
</TABLE>



                                      II-7

<PAGE>   10


                                  EXHIBIT INDEX


Exhibit
Number            Description of Exhibits
-------           -----------------------

4.1               Restated Certificate of Incorporation of the Company,
                  incorporated by reference to Exhibit 4(a) to the registrant's
                  Registration Statement on Form S-3 (Nos. 333-26941,
                  333-26941-01 and 333-26941-02) filed with the Securities and
                  Exchange Commission on May 12, 1997.

4.2               By-laws of the Company, incorporated by reference to Exhibit
                  4.2 to the Company's Registration Statement on Form S-8 (No.
                  333-80169) filed with the Securities and Exchange Commission
                  on June 8, 1999.

4.3               Specimen of Certificate of the registrant's Common Stock, par
                  value $6 per share, incorporated by reference to Exhibit 4.1
                  to the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1998.

4.4               Popular, Inc. 2001 Stock Option Plan.

4.5               Stockholder Protection Rights Agreement, dated as of August
                  13, 1998, between Popular, Inc. and Banco Popular de Puerto
                  Rico as Rights Agent, including form of Rights Certificate
                  attached as Exhibit B thereto, incorporated herein by
                  reference to Exhibit 4.1 of Popular, Inc.'s Current Report on
                  Form 8-K, dated August 13, 1998 and filed with the Commission
                  on August 21, 1998.

4.6               Certificate of Designation, Preference and Rights of Popular,
                  Inc.'s Series A Participating Cumulative Preferred Stock,
                  incorporated by reference to Exhibit 99.1 of Popular, Inc.'s
                  Current Report on Form 8-K dated and filed on August 3, 1999.

5                 Opinion of Brunilda Santos de Alvarez, Esq.

23.1              Consent of Brunilda Santos de Alvarez, Esq., (Included in
                  Exhibit 5).

23.2              Consent of the Company's Independent Accountants.

24                Powers of Attorney (included on pages II-6 through II-7).




                                      II-8
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{"company-data": {"conformed-name": "POPULAR INC", "cik": "0000763901", "assigned-sic": "6022", "irs-number": "660416582", "state-of-incorporation": "PR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60666", "film-number": "1628993"}, "business-address": {"street1": "209 MUNOZ RIVERA AVE", "street2": "POPULAR CENTER BUILDING", "city": "HATO REY", "state": "PR", "zip": "00918", "phone": "7877659800"}, "mail-address": {"street1": "P.O. BOX 362708", "city": "SAN JUAN", "state": "PR", "zip": "00936-2708"}, "former-company": {"former-conformed-name": "BANPONCE CORP", "date-changed": "19920703"}}
1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             ----------------------

                                  POPULAR, INC.
             (Exact name of registrant as specified in its charter)

               PUERTO RICO                                       66-0416582
     (State or other jurisdiction of                          (I.R.S. employer
      incorporation or organization)                         identification no.)

         209 Munoz Rivera Avenue                                    00918
          Hato Rey, Puerto Rico                                  (Zip code)
(Address of principal executive offices)

                               POPULAR, INC. 2001
                                STOCK OPTION PLAN
                            (Full title of the plan)

                             ----------------------

                                JORGE A. JUNQUERA
                         SENIOR EXECUTIVE VICE PRESIDENT
                             209 MUNOZ RIVERA AVENUE
                           SAN JUAN, PUERTO RICO 00918
                     (Name and address of agent for service)

                                 (787) 765-9800
          (Telephone number, including area code, of agent for service)

                             ----------------------

                                   Copies to:

                           BRUNILDA SANTOS DE ALVAREZ
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             209 MUNOZ RIVERA AVENUE
                           SAN JUAN, PUERTO RICO 00918

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                Proposed Maximum     Proposed Maximum
Title of each Class of Securities to be      Amount to be      Offering Price Per   Aggregate Offering        Amount of
               Registered                   Registered(1)           Share(2)             Price(2)          Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $6 per share,
together with attached rights to purchase
Series A Participating Cumulative
Preferred Stock, no par value...........   5,000,000 Shares          $30.81            $154,050,000           $38,512.50
===========================================================================================================================
(1)  The amount being registered also includes an indeterminate number of shares
     of Common Stock which may be issuable as a result of stock splits, stock
     dividends and antidilution provisions and other terms, in accordance with
     Rule 416 under the Securities Act.

(2)  Estimated solely for the purpose of calculating the registration fee. Such
     estimate has been computed in accordance with Rule 457(h) based upon the
     average of the high and low price of the Common Stock on the NASDAQ
     National Market System on May 7, 2001, namely $30.81.

================================================================================
2

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

         As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plan covered by
this Registration Statement as required by Rule 428(b). Such documents are not
being filed with the Securities and Exchange Commission (the "Commission") as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.
3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by Popular, Inc. (the
"Company") are incorporated herein by reference:

                  (1) The Company's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2000;

                  (2) The Company's Current Reports on Form 8-K, filed with the
         Commission on January 16, 2001 and April 12, 2001;

                  (3) The descriptions of the Company's Common Stock set forth
         in the Company's Registration Statement on Form 8-A, filed August 18,
         1988, and any amendment or report filed for the purpose of updating any
         such description; and

                  (4) The description of the Company's Rights Plan set forth in
         the Company's Registration Statement on Form 8-A, filed August 28,1998,
         and any amendment or report filed for the purpose of updating such
         description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF CAPITAL STOCK

         Not applicable. The Company's Common Stock is registered under Section
12 of the Exchange Act.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of the Company to be issued in connection
with this Registration Statement will be passed upon for the Company by Brunilda
Santos de Alvarez, its Executive Vice President and General Counsel. As of April
30, 2001, Ms. Santos de Alvarez beneficially owned approximately 4825 shares of
Common Stock of the Company and is entitled to participate in the Plan covered
by this Registration Statement.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article ELEVENTH of the Restated Certificate of Incorporation of the
Company provides the following:

              (1) The Corporation shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by or in the
         right of the Corporation) by reason of the fact that he is or was a
         director, officer, employee or agent of the Corporation, or is or was
         serving at the written request of the Corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorney's fees), judgments, fines and amounts paid in settlement

                                      II-1
4

         actually and reasonably incurred by him in connection with such action,
         suit or proceeding if he acted in good faith and in a manner he
         reasonably believed to be in or not opposed to the best interests of
         the Corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe his conduct was
         unlawful. The termination of any action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which he reasonably believed to be in or not opposed to the best
         interests of the Corporation and, with respect to any criminal action
         or proceeding, had reasonable cause to believe that his conduct was
         unlawful.

              (2) The Corporation shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the Corporation to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the Corporation, or is or was
         serving at the written request of the Corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, against expenses (including
         attorney's fees) actually and reasonably incurred by him in connection
         with the defense or settlement of such action or suit if he acted in
         good faith and in a manner he reasonably believed to be in or not
         opposed to the best interests of the Corporation, except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable for
         negligence or misconduct in the performance of his duty to the
         Corporation unless and only to the extent that the court in which such
         action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which such court shall deem
         proper.

              (3) To the extent that a director, officer, employee or agent of
         the Corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in paragraph 1 or
         2 of this Article ELEVENTH, or in defense of any claim, issue or matter
         therein, he shall be indemnified against expenses (including attorney's
         fees) actually and reasonably incurred by him in connection therewith.

              (4) Any indemnification under paragraph 1 or 2 of this Article
         ELEVENTH (unless ordered by a court) shall be made by the Corporation
         only as authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he has met the applicable standard of
         conduct set forth therein. Such determination shall be made (a) by the
         Board of Directors by a majority vote of a quorum consisting of
         directors who were not parties to such action, suit or proceeding, or
         (b) if such a quorum is not obtainable, or, even if obtainable, a
         quorum of disinterested directors so directs, by independent legal
         counsel in a written opinion, or (c) by the stockholders.

              (5) Expenses incurred in defending a civil or criminal action,
         suit or proceeding may be paid by the Corporation in advance of the
         final disposition of such action, suit or proceeding as authorized by
         the Board of Directors in the specific case upon receipt of an
         undertaking by or on behalf of the director, officer, employee or agent
         to repay such amount unless it shall ultimately be determined that he
         is entitled to be indemnified by the Corporation as authorized in this
         Article ELEVENTH.

              (6) The indemnification provided by this Article ELEVENTH shall
         not be deemed exclusive of any other rights to which those seeking
         indemnification may be entitled under any statute, by-law, agreement,
         vote of stockholders or disinterested directors or otherwise, both as
         to action in his official capacity and as to action in another capacity
         while holding such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

                                      II-2
5

              (7) By action of its Board of Directors, notwithstanding any
         interest of the directors in the action, the Corporation may purchase
         and maintain insurance, in such amounts as the Board of Directors deems
         appropriate, on behalf of any person who is or was a director, officer,
         employee or agent of the Corporation, or is or was serving at the
         written request of the Corporation as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise, against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether or not the Corporation would have the power or would be
         required to indemnify him against such liability under the provisions
         of this Article ELEVENTH or of the General Corporation Law of the
         Commonwealth of Puerto Rico or of any other State of the United States
         or foreign country as may be applicable.

         Section 1202 of Title 14, Laws of Puerto Rico Annotated provides the
         following:

                  Every corporation created under the provisions of this
         subtitle shall have the power to--

              * * * (10) indemnify any and all of its directors or officers or
              former directors or officers or any person who may have served at
              its request as a director or officer of another corporation in
              which it owns shares of capital stock or of which it is a creditor
              against expenses actually and necessarily incurred by them in
              connection with the defense of any action, suit or proceeding in
              which they, or any of them, are made parties, or a party, by
              reason of being or having been directors or officers or a director
              or officer of the corporation, or of such other corporation,
              except in relation to matters as to which any such director or
              officer or former director or officer or person shall be adjudged
              in such action, suit or proceeding to be liable for negligence or
              misconduct in the performance of duty. Such indemnification shall
              not be deemed exclusive of any other rights to which those
              indemnified may be entitled, under any by-law, agreement, vote of
              stockholders or otherwise.

         In addition, the Company maintains a directors' and officers' liability
         insurance policy.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.           EXHIBITS

Exhibit
Number   Description of Exhibits
-------  -----------------------

4.1      Restated Certificate of Incorporation of the Company, incorporated by
         reference to Exhibit 4(a) to the registrant's Registration Statement on
         Form S-3 (Nos. 333-26941, 333-26941-01 and 333-26941-02) filed with the
         Securities and Exchange Commission on May 12, 1997.

4.2      By-laws of the Company, incorporated by reference to Exhibit 4.2 to the
         Company's Registration Statement on Form S-8 (No. 333-80169) filed with
         the Securities and Exchange Commission on June 8, 1999.

4.3      Specimen of Certificate of the registrant's Common Stock, par value $6
         per share, incorporated by reference to Exhibit 4.1 to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1998.

4.4      Popular, Inc. 2001 Stock Option Plan.

4.5      Stockholder Protection Rights Agreement, dated as of August 13, 1998,
         between Popular, Inc. and Banco Popular de Puerto Rico as Rights Agent,
         including form of Rights Certificate attached as Exhibit B thereto,
         incorporated herein by reference to Exhibit 4.1 of Popular, Inc.'s
         Current Report on Form 8-K, dated August 13, 1998 and filed with the
         Commission on August 21, 1998.

4.6      Certificate of Designation, Preference and Rights of Popular, Inc.'s
         Series A Participating Cumulative Preferred Stock, incorporated by
         reference to Exhibit 99.1 of Popular, Inc.'s Current Report on Form 8-K
         dated and filed on August 3, 1999.

                                      II-3
6

5        Opinion of Brunilda Santos de Alvarez, Esq.

23.1     Consent of Brunilda Santos de Alvarez, Esq., (Included in Exhibit 5).

23.2     Consent of the Company's Independent Accountants.

24       Powers of Attorney (included on pages II-6 through II-7).

ITEM 9.               UNDERTAKINGS

         (a)    The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by section
                  10(a)(3) of the Securities Act of 1933 (the "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed with or
         furnished to the Securities and Exchange Commission by the registrant
         pursuant to section 13 or section 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.

                (2) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public

                                      II-4
7

policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person against the registrant in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
8

                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Juan, Commonwealth of Puerto Rico, on this
9th day of May, 2001.

                                  POPULAR, INC.
                                  (Registrant)

                                  By              /s/Jorge A. Junquera
                                    --------------------------------------------
                                       Name:  Jorge A. Junquera
                                       Title: Senior Executive Vice President
                                              and Director

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD L. CARRION, DAVID H. CHAFEY, JR.,
JORGE A. JUNQUERA, ORLANDO BERGES, AMILCAR JORDAN AND ROBERTO R. HERENCIA, AND
EACH OF THEM INDIVIDUALLY, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS,
WITH FULL POWER AND IN ANY AND ALL CAPACITIES, TO SIGN THIS REGISTRATION
STATEMENT AND ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO
THIS REGISTRATION STATEMENT, AND TO FILE SUCH REGISTRATION STATEMENT AND ALL
SUCH AMENDMENTS OR SUPPLEMENTS, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS
IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE OR NECESSARY
TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE
MIGHT OR COULD DO IN PERSON, THEREBY RATIFYING AND CONFIRMING ALL THAT SAID
ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTES OR
SUBSTITUTE, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE THEREOF.
Signature                                            Title                                       Date
---------                                            -----                                       ----
/s/Richard L. Carrion                                Chairman of the Board, President and        May 9, 2001
------------------------------------                 Chief Executive Officer
Richard L. Carrion

                                                     Director
------------------------------------
Antonio Luis Ferre

/s/Juan J. Bermudez                                  Director                                    May 9, 2001
------------------------------------
Juan J. Bermudez

/s/Francisco J. Carreras                             Director                                    May 9, 2001
------------------------------------
Francisco J. Carreras
II-6
9
Signature                                            Title                                       Date
---------                                            -----                                       ----
/s/Jose B. Carrion, Jr.                       Director                                    May 9, 2001
-----------------------------------
Jose B. Carrion, Jr.

/s/Hector R. Gonzalez                         Director                                    May 9, 2001
-----------------------------------
Hector R. Gonzalez

/s/Jorge A. Junquera                          Senior Executive Vice President and         May 9, 2001
-----------------------------------           Director (Principal Financial Officer)
Jorge A. Junquera

/s/Manuel Morales, Jr.                        Director                                    May 9, 2001
-----------------------------------
Manuel Morales, Jr.

/s/Alberto M. Paracchini                      Director                                    May 9, 2001
-----------------------------------
Alberto M. Paracchini

/s/Francisco M. Rexach, Jr.                   Director                                    May 9, 2001
-----------------------------------
Francisco M. Rexach, Jr.

                                              Director
-----------------------------------
Felix J. Serralles Nevares

/s/Julio E. Vizcarrondo, Jr.                  Director                                    May 9, 2001
-----------------------------------
Julio E. Vizcarrondo, Jr.

/s/David H. Chafey, Jr.                       Senior Executive Vice President and         May 9, 2001
-----------------------------------           Director
David H. Chafey, Jr.

/s/Amilcar Jordan                             Senior Vice President                       May 9, 2001
-----------------------------------           (Principal Accounting Officer)
Amilcar Jordan
II-7
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                                  EXHIBIT INDEX

Exhibit
Number            Description of Exhibits
-------           -----------------------

4.1               Restated Certificate of Incorporation of the Company,
                  incorporated by reference to Exhibit 4(a) to the registrant's
                  Registration Statement on Form S-3 (Nos. 333-26941,
                  333-26941-01 and 333-26941-02) filed with the Securities and
                  Exchange Commission on May 12, 1997.

4.2               By-laws of the Company, incorporated by reference to Exhibit
                  4.2 to the Company's Registration Statement on Form S-8 (No.
                  333-80169) filed with the Securities and Exchange Commission
                  on June 8, 1999.

4.3               Specimen of Certificate of the registrant's Common Stock, par
                  value $6 per share, incorporated by reference to Exhibit 4.1
                  to the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1998.

4.4               Popular, Inc. 2001 Stock Option Plan.

4.5               Stockholder Protection Rights Agreement, dated as of August
                  13, 1998, between Popular, Inc. and Banco Popular de Puerto
                  Rico as Rights Agent, including form of Rights Certificate
                  attached as Exhibit B thereto, incorporated herein by
                  reference to Exhibit 4.1 of Popular, Inc.'s Current Report on
                  Form 8-K, dated August 13, 1998 and filed with the Commission
                  on August 21, 1998.

4.6               Certificate of Designation, Preference and Rights of Popular,
                  Inc.'s Series A Participating Cumulative Preferred Stock,
                  incorporated by reference to Exhibit 99.1 of Popular, Inc.'s
                  Current Report on Form 8-K dated and filed on August 3, 1999.

5                 Opinion of Brunilda Santos de Alvarez, Esq.

23.1              Consent of Brunilda Santos de Alvarez, Esq., (Included in
                  Exhibit 5).

23.2              Consent of the Company's Independent Accountants.

24                Powers of Attorney (included on pages II-6 through II-7).

                                      II-8