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FORM S-8 REGISTRATION STATEMENT
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                       SECURITIES AND EXCHANGE COMMISSION<BR>
                   <FONT SIZE=-1>Washington, D.C. 20549</FONT>
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                        <H2 ALIGN=CENTER> Form S-8</H2>
<CENTER>
                             REGISTRATION STATEMENT<BR>
                                      Under<BR>
                           THE SECURITIES ACT OF 1933
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<CENTER>
                       <FONT SIZE=+2><B>POPULAR, INC.</B></FONT><BR>
             (Exact name of registrant as specified in its charter)
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<BR>

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     <TD ALIGN=CENTER WIDTH=50%>
<B>Puerto Rico</B><BR>
(State or other jurisdiction of<BR>
incorporation or organization)<BR><BR>
 </TD>
     <TD ALIGN=CENTER WIDTH=50%>
<B>66-0416582</B><BR>
(I.R.S. employer<BR>
identification no.)
</TD>
</TR>
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     <TD ALIGN=CENTER WIDTH=50%>
209 Munoz Rivera Avenue<BR>
Hato Rey, Puerto Rico<BR>
(Address of principal executive offices)<BR><BR>
</TD>
     <TD ALIGN=CENTER WIDTH=50%>
00918<BR>
(Zip code)
</TD>
</TR>
</TABLE>


<CENTER>
    <B>POPULAR, INC. RETIREMENT SAVINGS PLAN FOR PUERTO RICO SUBSIDIARIES</B><BR>
                            (Full title of the plan)
</CENTER>

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<CENTER>
                                <B>Jorge A. Junquera<BR>
                             209 Munoz Rivera Avenue<BR>
                           Hato Rey, Puerto Rico 00918</B><BR>
                     (Name and address of agent for service)
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<BR>
<CENTER>
                                 <B>(787) 765-9800</B><BR>
          (Telephone number, including area code, of agent for service)
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<CENTER>
                                   Copies to:<BR><BR>

                                <B>Donald J. Toumey<BR>
                               Sullivan &amp; Cromwell<BR>
                                125 Broad Street<BR>
                            New York, New York 10004</B>
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             <H4 ALIGN=CENTER> CALCULATION OF REGISTRATION FEE</H4>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=1 WIDTH=100%>
<TR VALIGN=BOTTOM>
     <TD ALIGN=CENTER WIDTH=36%>
<FONT SIZE=-1>Title of each Class of Securities to be<BR>
               Registered</FONT>
 </TD>
     <TD ALIGN=CENTER WIDTH=15%>
<FONT SIZE=-1>  Amount to be<BR>
Registered(1)(2)</FONT>
 </TD>
     <TD ALIGN=CENTER WIDTH=17%>
<FONT SIZE=-1>Proposed Maximum<BR>
Offering Price Per<BR>
    Share(3)      </FONT>
 </TD>
     <TD ALIGN=CENTER WIDTH=17%>
<FONT SIZE=-1>Proposed Maximum<BR>
Aggregate Offering<BR>
    Price(3)</FONT>
 </TD>
     <TD ALIGN=CENTER WIDTH=15%>
<FONT SIZE=-1>     Amount of  <BR>
 Registration Fee</FONT>
 </TD>
</TR>
<TR VALIGN=BOTTOM>
     <TD ALIGN=LEFT WIDTH=36%>
<FONT SIZE=-1>Common Stock, par value $6 per share,<BR>
together with attached rights to purchase<BR>
Series A Participating Cumulative<BR>
Preferred Stock, no par value.......................</FONT>
 </TD>
     <TD ALIGN=CENTER WIDTH=15%><FONT SIZE=-1>800,000 Shares</FONT></TD>
     <TD ALIGN=CENTER><FONT SIZE=-1>$25.22</FONT></TD>
     <TD ALIGN=CENTER WIDTH=17%><FONT SIZE=-1>$20,176,000.00</FONT></TD>
     <TD ALIGN=CENTER WIDTH=15%><FONT SIZE=-1>$5,044.00</FONT></TD>
</TR>
</TABLE>


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<TR valign=top>
     <TD WIDTH=5%><FONT SIZE=-2>(1)</FONT> </TD>
     <TD WIDTH=95%>
<FONT SIZE=-2>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.</FONT>
 </TD>
</TR>
<TR valign=top>
     <TD WIDTH=5%><FONT SIZE=-2>(2)</FONT> </TD>
     <TD WIDTH=95%>
<FONT SIZE=-2>In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered and sold pursuant to the Popular, Inc. Retirement
Savings Plan for Puerto Rico Subsidiaries.</FONT>
 </TD>
</TR>
<TR valign=top>
     <TD WIDTH=5%><FONT SIZE=-2>(3)</FONT> </TD>
     <TD WIDTH=95%>
<FONT SIZE=-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 bid and ask price of the Common Stock on the NASDAQ
National Market System on December 22, 2000, namely $25.22.</FONT>
 </TD>
</TR>
</TABLE>




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<BR>
<PAGE>
<BR>

<P ALIGN=CENTER><B>
                                     PART I
</B></P>
<P ALIGN=CENTER><B>
                     INFORMATION REQUIRED IN THE PROSPECTUS
</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     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  plans  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.
</P>




<P ALIGN=CENTER>
                                       -1-
</P>

<BR>
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<PAGE>
<BR>



<P ALIGN=CENTER><B>
                                     PART II
</B></P>
<P ALIGN=CENTER><B>
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
</B></P>

<P><B>
Item 3.&nbsp;&nbsp;&nbsp;&nbsp;INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     The following  documents  filed with the  Commission by Popular,  Inc. (the
"Company")  and  Popular,   Inc.   Retirement   Savings  Plan  for  Puerto  Rico
Subsidiaries  (the "Plan") or certain employee benefit plans of the Company that
have been merged into the Plan are incorporated herein by reference:
</P>

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<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Company's  Annual Report on Form 10-K
for the fiscal year ended December 31, 1999;
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Annual Reports on Form 11-K for the year
ended December&#160;31,&#160;1999 for GMG Retirement &amp; Savings Plan, Popular
Securities, Inc.-Institutional 1165(e) Plan (which was entitled BP Capital
Markets, Inc. 1165(e) Plan until January 28, 1999), Popular Finance, Inc.
Retirement &amp; Savings Plan (which was entitled Popular Consumer Services,
Inc. Retirement &amp; Savings Plan until January 28, 1999), Popular Leasing
&amp; Rental, Inc. Retirement &amp; Savings Plan, Popular Securities,
Inc.-Retail 1165(e) Plan and Popular Mortgage, Inc. 1165(e) Plan (which was
entitled Puerto Rico Home Mortgage 1165(e) Plan until January 28, 1999);
</TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Company's  Quarterly  Reports on Form
10-Q for the quarters  ended March 31,  2000,  June 30, 2000 and  September  30,
2000;
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Company's Current Reports on Form 8-K
filed with the Commission on January 13, 2000, April 13, 2000, July 18, 2000 and
October 16, 2000;
</TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (5)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The   description  of  the  Company&#146;s
Common Stock set forth in the Company&#146;s Registration Statement on Form 8-A,
filed with the  Commission on August 18, 1988, and any amendment or report filed
for the purpose of updating any such description; and
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (6)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The   description  of  the  Company&#146;s
Stockholder   Protection  Rights  Agreement  set  forth  in  the  Company&#146;s
Registration  Statement<B>  </B>on Form 8-A, filed with the Commission on August
28, 1998,  and any  amendment  or report filed for the purpose of updating  such
description<B>.</B>
</TD>
</TR>
</TABLE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     All documents filed by the Company and the Plan 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.</P>

<BR>
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<PAGE>
<BR>


<P><B>
Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;DESCRIPTION OF CAPITAL STOCK
</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     Not applicable.  The Company's  Common Stock is registered under Section 12
of the Exchange Act.
</P>
<P><B>
     Item  5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   INTERESTS  OF  NAMED  EXPERTS  AND
COUNSEL
</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     Not applicable.
</P>

<P><B>
     Item   6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INDEMNIFICATION   OF  DIRECTORS  AND
OFFICERS
</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     Article  ELEVENTH  of the  Restated  Certificate  of  Incorporation  of the
Corporation provides the following:</P>

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<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;s fees), judgments, fines and amounts paid in
settlement  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.

</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;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.
</TD>
</TR>
</TABLE>
<BR>
<P ALIGN=CENTER>
                                      II-2
</P>
<BR>
<HR SIZE=2 NOSHADE>
<PAGE>
<BR>


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<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&#146;s
fees) actually and reasonably incurred by him in connection therewith.
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (5)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (6)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (7)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.

</TD>
</TR>
</TABLE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     Section  2652 of Title 14,  Laws of Puerto  Rico  Annotated,  provides  the
following:</P>

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<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     Every corporation  created under the provisions of this subtitle shall have
the power to&#151;
</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER>
                                      II-3
</P>
<BR>
<HR SIZE=2 NOSHADE>
<PAGE>
<BR>



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<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     ***   (n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reimburse   to  all   directors  and
officers or former directors and officers,  or any person who, at the request of
the  corporation,  has  rendered  services  as a director  or officer of another
corporation of which the corporation is a stockholder or creditor,  the expenses
which  necessarily  or in fact were  incurred with respect to the defense in any
action,  suit or proceeding in which such persons,  or any of them, are included
as a party or parties  for having been  directors  or officers of one or another
corporation, pursuant to the provisions of &#167; 2728 of this title.
</TD>
</TR>
</TABLE>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     Section  2728 of Title 14,  Laws of Puerto  Rico  Annotated,  provides  the
following:</P>

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A  corporation  may  compensate any person
who is,  has  been a  party,  or is  under  threat  of  becoming  a party to any
imminent,  pending or resolved civil, criminal,  administrative or investigative
action,  suit or proceeding  (except an action  initiated by the  corporation or
initiated to protect the interests of the  corporation),  because the person has
been or is a director,  officer,  employee or agent of the  corporation,  or had
been or is functioning at the request of the  corporation as director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
any other  enterprise.  The compensation may include the expenses  incurred in a
reasonable manner,  including  attorneys&#146;  fees, adjudication or judgments,
fines and amounts paid upon settling  such action,  suit or  proceeding,  if the
person  acted in good faith and in a manner which the person  reasonably  deemed
consistent with the best interests of the  corporation and not opposed  thereto,
and that with respect to any criminal  action or proceeding,  the person did not
have reasonable cause to believe that his conduct was unlawful.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A  corporation  may  compensate any person
who is,  has  been a  party,  or is  under  threat  of  becoming  a party to any
imminent,  pending or  resolved  action,  suit or  proceeding  initiated  by the
corporation or initiated to protect the interests of the  corporation to procure
a judgment in its favor  because the person is or has been a director,  officer,
employee or agent of the corporation, or is or has been in office at the request
of  the  corporation  as  director,   officer,  employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust or any other  enterprise.  The
compensation may include the expenses incurred in a reasonable manner, including
attorneys&#146;  fees,  with respect to the defense or settlement of such action
or suit, if the person acted in good faith and in a manner he reasonably  deemed
consistent with the best interests of the corporation and not opposed thereto.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     ***  (f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  The  compensation  and  advance  of
expenses provided in this section shall not be deemed to exclude any other right
which  those  seeking  the  compensation  or advance  may have,  pursuant to any
bylaws,  agreement,  vote of uninvolved stockholders or directors, or otherwise,
with regard to their actions, both in their official capacity or otherwise.
</TD>
</TR>
</TABLE>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In addition,  the Company  maintains a directors'  and officers'  liability
insurance policy.
</P>

<P><B>
Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; EXEMPTION FROM REGISTRATION CLAIMED
</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     Not applicable.
</P>


<P ALIGN=CENTER>
                                      II-4
</P>
<BR>
<HR SIZE=2 NOSHADE>
<PAGE>
<BR>



<P><B>
Item 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; EXHIBITS
</B></P>

<PRE>
Exhibit
<U>Number </U>        <U>Description of Exhibits</U>

4.1            Restated   Certificate   of   Incorporation   of   the   Company,
               incorporated   by   reference   to   Exhibit&#160;4(a)   to   the
               registrant&#146;s    Registration    Statement    on   Form   S-3
               (Nos.&#160;333-26941,  333-26941-01 and 333-26941-02)  filed with
               the Commission on May 12, 1997.

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

4.3            Specimen of  Certificate of the  registrant&#146;s  Common Stock,
               par value $6 per share,  incorporated by reference to Exhibit 4.1
               of the Company&#146;s  Annual Report on Form 10- K for the fiscal
               year ended December 31, 1998 (No. 0-13818).

4.4            Popular,   Inc.   Retirement   Savings   Plan  for  Puerto   Rico
               Subsidiaries.

5              Opinion of Pietrantoni Mendez &amp; Alvarez LLP, regarding compliance
               with ERISA.

23             Consents of Independent Accountants.

24             Powers of Attorney (included on pages II-7 through II-9).

</PRE>

<P><B>
     Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;UNDERTAKINGS
</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   The   undersigned   registrant   hereby
undertakes:
</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  To  file,  during  any  period  in which
offers or sales are being made, a post- effective amendment to this registration
statement:
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%>&nbsp;</TD>
<TD WIDTH=80%>
     (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  To include any prospectus  required by
section 10(a)(3) of the Securities Act;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%>&nbsp;</TD>
<TD WIDTH=80%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

     (ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=20%>&nbsp;</TD>
<TD WIDTH=80%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

     (iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>

                    provided,   however,  that   paragraphs&#160;(a)(1)(i)   and
                    (a)(1)(ii)  of this section 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;
</TD>
</TR>
</TABLE>
<BR>
<P ALIGN=CENTER>
                                      II-5
</P>
<BR>
<HR SIZE=2 NOSHADE>
<PAGE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>

                    Commission  by the  registrant  pursuant  to  section  13 or
                    section&#160;15(d) of the Exchange Act that are incorporated
                    by reference in the registration statement.
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                    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.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               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.
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          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.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Insofar as indemnification  for liabilities arising under the
          Securities Act 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 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.

</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER>
                                      II-6
</P>
<BR>
     <HR SIZE=2 NOSHADE>
<PAGE>
<BR>



<P ALIGN=CENTER><B>
                                   SIGNATURES</B>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>The Registrant</B>. 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
29th day of December, 2000.
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=100%>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>POPULAR, INC.<BR>
(Registrant)<BR><BR> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>/s/&nbsp;Jorge A. Junquera</TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=40%>
Jorge A. Junquera<BR>
Senior Executive Vice President<BR>
and Director
</TD>
</TR>
</TABLE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     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.
</P>

<P ALIGN=CENTER><B>
                                POWER OF ATTORNEY
</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>
     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.</B>
</P>
<PRE>

<U>Signature</U>                     <U>Title</U>                            <U>Date</U>


/s/ Richard L. Carrion        Chairman of the Board,           December 29, 2000
<U>                      </U>
Richard L. Carrion            President and Chief Executive
                              Officer

                              Director                         December __, 2000
<U>                      </U>
Antonio Luis Ferre

                              Director                         December __, 2000
<U>                      </U>
Juan J. Bermudez

</PRE>
 <P ALIGN=CENTER>
                                     II-7
</P>
<BR>
<HR SIZE=2 NOSHADE>
<PAGE>
<BR>



<PRE>

<U>Signature</U>                     <U>Title</U>                            <U>Date</U>


                              Director                         December __, 2000
<U>                      </U>
Francisco J. Carreras

/s/ David H. Chafey, Jr.      Senior Executive Vice            December 29, 2000
<U>                      </U>        President and Director
David H. Chafey, Jr.

/s/ Hector R. Gonzalez        Director                         December 29, 2000
<U>                      </U>
Hector R. Gonzalez

/s/ Jorge A. Junquera         Senior Executive Vice            December 29, 2000
<U>                      </U>        President and Director
Jorge A. Junquera             (Principal Financial Officer)

/s/ Manuel Morales, Jr.       Director                         December 29, 2000
<U>                      </U>
Manuel Morales, Jr.

                              Director                         December __, 2000
<U>                      </U>
Alberto M. Paracchini

/s/ Francisco M. Rexach, Jr.  Director                         December 29, 2000
<U>                      </U>
Francisco M. Rexach, Jr.

                              Director                         December __, 2000
<U>                      </U>
Felix J. Serralles Nevares

/s/ Julio E. Vizcarrondo, Jr. Director                         December 29, 2000
<U>                      </U>
Julio E. Vizcarrondo, Jr.

/s/ Amilcar Jordan            Senior Vice President            December 29, 2000
<U>                      </U>        (Principal Accounting Officer)
Amilcar Jordan
</PRE>
<P ALIGN=CENTER>
                                      II-8
</P>
<BR>
<HR SIZE=2 NOSHADE>
<PAGE>
<BR>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
     <B>The  Plans.</B>  Pursuant to the  requirements  of the Securities Act of
1933,  the persons who  administer  the employee  benefit plans have duly caused
this  registration  statement  to be  signed  on  behalf  of such  plans  by the
undersigned, thereunto duly authorized, in the City of San Juan, Commonwealth of
Puerto Rico, on this 29th day of December, 2000.</P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=100%>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>
POPULAR, INC. RETIREMENT SAVINGS PLAN<BR>
FOR PUERTO RICO SUBSIDIARIES<BR><BR> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>/s/&nbsp;Amilcar Jordan</TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=40%>
Amilcar Jordan<BR>
Authorized Person
</TD>
</TR>
</TABLE>


<P ALIGN=CENTER>
                                      II-9
</P>
<BR>
<HR SIZE=2 NOSHADE>
<PAGE>
<BR>


<P ALIGN=CENTER><B>
                                  EXHIBIT INDEX
</B></P>

<PRE>
Exhibit
<U>Number </U>        <U>Description of Exhibits</U>

4.1            Restated   Certificate   of   Incorporation   of   the   Company,
               incorporated   by   reference   to   Exhibit&#160;4(a)   to   the
               registrant&#146;s    Registration    Statement    on   Form   S-3
               (Nos.&#160;333-26941,  333-26941-01 and 333-26941-02)  filed with
               the Commission on May 12, 1997.

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

4.3            Specimen of  Certificate of the  registrant&#146;s  Common Stock,
               par value $6 per share,  incorporated by reference to Exhibit 4.1
               of the Company&#146;s  Annual Report on Form 10- K for the fiscal
               year ended December 31, 1998 (No. 0-13818).

4.4            Popular,   Inc.   Retirement   Savings   Plan  for  Puerto   Rico
               Subsidiaries.

5              Opinion of Pietrantoni Mendez &amp; Alvarez LLP, regarding compliance
               with ERISA.

23             Consents of Independent Accountants.

24             Powers of Attorney (included on pages II-7 through II-9).

</PRE>

<P ALIGN=CENTER>
                                      II-10
</P>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "0001.htm", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 40463}]
{"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": "333-53114", "film-number": "1500782"}, "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"}}
FORM S-8 REGISTRATION STATEMENT
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
(State or other jurisdiction of
incorporation or organization)
66-0416582
(I.R.S. employer
identification no.)
209 Munoz Rivera Avenue
Hato Rey, Puerto Rico
(Address of principal executive offices)
00918
(Zip code)
POPULAR, INC. RETIREMENT SAVINGS PLAN FOR PUERTO RICO SUBSIDIARIES
(Full title of the plan)
Jorge A. Junquera
209 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
(Name and address of agent for service)
(787) 765-9800
(Telephone number, including area code, of agent for service)
Copies to:
Donald J. Toumey
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
CALCULATION OF REGISTRATION FEE
Title of each Class of Securities to be
Registered
Amount to be
Registered(1)(2)
Proposed Maximum
Offering Price Per
Share(3)
Proposed Maximum
Aggregate Offering
Price(3)
Amount of
Registration Fee
Common Stock, par value $6 per share,
together with attached rights to purchase
Series A Participating Cumulative
Preferred Stock, no par value.......................
800,000 Shares
$25.22
$20,176,000.00
$5,044.00
(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)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered and sold pursuant to the Popular, Inc. Retirement
Savings Plan for Puerto Rico Subsidiaries.
(3)
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 bid and ask price of the Common Stock on the NASDAQ
National Market System on December 22, 2000, namely $25.22.
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  plans  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.
-1-
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")  and  Popular,   Inc.   Retirement   Savings  Plan  for  Puerto  Rico
Subsidiaries  (the "Plan") or certain employee benefit plans of the Company that
have been merged into the Plan are incorporated herein by reference:
(1)     The  Company's  Annual Report on Form 10-K
for the fiscal year ended December 31, 1999;
(2)     The Annual Reports on Form 11-K for the year
ended December 31, 1999 for GMG Retirement & Savings Plan, Popular
Securities, Inc.-Institutional 1165(e) Plan (which was entitled BP Capital
Markets, Inc. 1165(e) Plan until January 28, 1999), Popular Finance, Inc.
Retirement & Savings Plan (which was entitled Popular Consumer Services,
Inc. Retirement & Savings Plan until January 28, 1999), Popular Leasing
& Rental, Inc. Retirement & Savings Plan, Popular Securities,
Inc.-Retail 1165(e) Plan and Popular Mortgage, Inc. 1165(e) Plan (which was
entitled Puerto Rico Home Mortgage 1165(e) Plan until January 28, 1999);
(3)     The  Company's  Quarterly  Reports on Form
10-Q for the quarters  ended March 31,  2000,  June 30, 2000 and  September  30,
2000;
(4)     The  Company's Current Reports on Form 8-K
filed with the Commission on January 13, 2000, April 13, 2000, July 18, 2000 and
October 16, 2000;
(5)     The   description  of  the  Company's
Common Stock set forth in the Company's Registration Statement on Form 8-A,
filed with the  Commission on August 18, 1988, and any amendment or report filed
for the purpose of updating any such description; and
(6)     The   description  of  the  Company's
Stockholder   Protection  Rights  Agreement  set  forth  in  the  Company's
Registration  Statement
on Form 8-A, filed with the Commission on August
28, 1998,  and any  amendment  or report filed for the purpose of updating  such
description
.
All documents filed by the Company and the Plan 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
Not applicable.
Item   6.     INDEMNIFICATION   OF  DIRECTORS  AND
OFFICERS
Article  ELEVENTH  of the  Restated  Certificate  of  Incorporation  of the
Corporation 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  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.
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(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.
(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  2652 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—
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***   (n)     Reimburse   to  all   directors  and
officers or former directors and officers,  or any person who, at the request of
the  corporation,  has  rendered  services  as a director  or officer of another
corporation of which the corporation is a stockholder or creditor,  the expenses
which  necessarily  or in fact were  incurred with respect to the defense in any
action,  suit or proceeding in which such persons,  or any of them, are included
as a party or parties  for having been  directors  or officers of one or another
corporation, pursuant to the provisions of § 2728 of this title.
Section  2728 of Title 14,  Laws of Puerto  Rico  Annotated,  provides  the
following:
(a)     A  corporation  may  compensate any person
who is,  has  been a  party,  or is  under  threat  of  becoming  a party to any
imminent,  pending or resolved civil, criminal,  administrative or investigative
action,  suit or proceeding  (except an action  initiated by the  corporation or
initiated to protect the interests of the  corporation),  because the person has
been or is a director,  officer,  employee or agent of the  corporation,  or had
been or is functioning at the request of the  corporation as director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
any other  enterprise.  The compensation may include the expenses  incurred in a
reasonable manner,  including  attorneys'  fees, adjudication or judgments,
fines and amounts paid upon settling  such action,  suit or  proceeding,  if the
person  acted in good faith and in a manner which the person  reasonably  deemed
consistent with the best interests of the  corporation and not opposed  thereto,
and that with respect to any criminal  action or proceeding,  the person did not
have reasonable cause to believe that his conduct was unlawful.
(b)     A  corporation  may  compensate any person
who is,  has  been a  party,  or is  under  threat  of  becoming  a party to any
imminent,  pending or  resolved  action,  suit or  proceeding  initiated  by the
corporation or initiated to protect the interests of the  corporation to procure
a judgment in its favor  because the person is or has been a director,  officer,
employee or agent of the corporation, or is or has been in office at the request
of  the  corporation  as  director,   officer,  employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust or any other  enterprise.  The
compensation may include the expenses incurred in a reasonable manner, including
attorneys'  fees,  with respect to the defense or settlement of such action
or suit, if the person acted in good faith and in a manner he reasonably  deemed
consistent with the best interests of the corporation and not opposed thereto.
***  (f)       The  compensation  and  advance  of
expenses provided in this section shall not be deemed to exclude any other right
which  those  seeking  the  compensation  or advance  may have,  pursuant to any
bylaws,  agreement,  vote of uninvolved stockholders or directors, or otherwise,
with regard to their actions, both in their official capacity or otherwise.
In addition,  the Company  maintains a directors'  and officers'  liability
insurance policy.
Item 7.      EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-4
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 Commission on May 12, 1997.

4.2            By-laws of the Company, as amended,  incorporated by reference to
               Exhibit 4.2 to the Company's  Registration  Statement on Form S-8
               (No. 333-80169) filed with the 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
               of the Company's  Annual Report on Form 10- K for the fiscal
               year ended December 31, 1998 (No. 0-13818).

4.4            Popular,   Inc.   Retirement   Savings   Plan  for  Puerto   Rico
               Subsidiaries.

5              Opinion of Pietrantoni Mendez & Alvarez LLP, regarding compliance
               with ERISA.

23             Consents of Independent Accountants.

24             Powers of Attorney (included on pages II-7 through II-9).
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;
(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 (a)(1)(i)   and
                    (a)(1)(ii)  of this section 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;
II-5
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 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 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-6
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
29th day of December, 2000.
POPULAR, INC.
(Registrant)
By:
/s/ Jorge A. Junquera
Name:
Title:
Jorge A. Junquera
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,           December 29, 2000
Richard L. Carrion            President and Chief Executive
                              Officer

                              Director                         December __, 2000
Antonio Luis Ferre

                              Director                         December __, 2000
Juan J. Bermudez
II-7
Signature
Title
Date
Director                         December __, 2000
Francisco J. Carreras

/s/ David H. Chafey, Jr.      Senior Executive Vice            December 29, 2000
President and Director
David H. Chafey, Jr.

/s/ Hector R. Gonzalez        Director                         December 29, 2000
Hector R. Gonzalez

/s/ Jorge A. Junquera         Senior Executive Vice            December 29, 2000
President and Director
Jorge A. Junquera             (Principal Financial Officer)

/s/ Manuel Morales, Jr.       Director                         December 29, 2000
Manuel Morales, Jr.

                              Director                         December __, 2000
Alberto M. Paracchini

/s/ Francisco M. Rexach, Jr.  Director                         December 29, 2000
Francisco M. Rexach, Jr.

                              Director                         December __, 2000
Felix J. Serralles Nevares

/s/ Julio E. Vizcarrondo, Jr. Director                         December 29, 2000
Julio E. Vizcarrondo, Jr.

/s/ Amilcar Jordan            Senior Vice President            December 29, 2000
(Principal Accounting Officer)
Amilcar Jordan
II-8
The  Plans.
Pursuant to the  requirements  of the Securities Act of
1933,  the persons who  administer  the employee  benefit plans have duly caused
this  registration  statement  to be  signed  on  behalf  of such  plans  by the
undersigned, thereunto duly authorized, in the City of San Juan, Commonwealth of
Puerto Rico, on this 29th day of December, 2000.
POPULAR, INC. RETIREMENT SAVINGS PLAN
FOR PUERTO RICO SUBSIDIARIES
By:
/s/ Amilcar Jordan
Name:
Title:
Amilcar Jordan
Authorized Person
II-9
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 Commission on May 12, 1997.

4.2            By-laws of the Company, as amended,  incorporated by reference to
               Exhibit 4.2 to the Company's  Registration  Statement on Form S-8
               (No. 333-80169) filed with the 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
               of the Company's  Annual Report on Form 10- K for the fiscal
               year ended December 31, 1998 (No. 0-13818).

4.4            Popular,   Inc.   Retirement   Savings   Plan  for  Puerto   Rico
               Subsidiaries.

5              Opinion of Pietrantoni Mendez & Alvarez LLP, regarding compliance
               with ERISA.

23             Consents of Independent Accountants.

24             Powers of Attorney (included on pages II-7 through II-9).
II-10