================================================================================
                       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)

                          GMG RETIREMENT & SAVINGS PLAN
                            (Full title of the plans)

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

                                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

                             ----------------------
<TABLE>
<CAPTION>
                                                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)(2)         Share(3)              Price(3)          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...........      40,000 Shares     $   24.1875          $      967,500          $      255.42
================================================================================================================================
<FN>
(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 GMG Retirement and Savings
     Plan.
(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  high  and low  price of the  Common  Stock  on the  NASDAQ
     National Market System on January 11, 2000, namely $ 24.1875.
</FN>
</TABLE>
<PAGE>



                                     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-

<PAGE>



                                     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 GMG Retirement & Savings Plan (the "Plan") are  incorporated
herein by reference:

          (1) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1998;

          (2) The Plan's Annual Report on Form 11-K for the year ended  December
     31, 1998;

          (3) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarters
     ended March 31, 1999, June 30, 1999 and September 30, 1999;

          (4) The Company's Current Reports on Form 8-K, dated January 13, 1999,
     April 15, 1999,  July 9, 1999,  July 16, 1999,  August 3, 1999,  August 17,
     1999, October 14, 1999 and January 13, 2000;

          (5) 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

          (6) The  description of the Company's  Stockholder  Protection  Rights
     Agreement  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 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.


<PAGE>



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.

          (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


                                      II-2


<PAGE>


     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 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 --


                                      II-3


<PAGE>



     * * * (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       (a)  Master Defined  Contribution  Retirement  Plan,  incorporated  by
               reference  to  Exhibit  4.4(b)  to  the  Company's   Registration
               Statement on Form S-8 (No.  333-80169)  filed with the Securities
               and Exchange Commission on June 8, 1999; and

          (b)  The Plan's 1165 (e) Plan Adoption Agreement.

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


                                      II-4


<PAGE>


23.1      Consent of the Company's Independent Accountants.

23.2      Consent of the Plan's Independent Accountants.

24        Powers of Attorney (included on pages 7 through 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 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.


                                      II-5



<PAGE>



          (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 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

<PAGE>



                                   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
14th day of January, 2000.

                                     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>

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

/s/ RICHARD L. CARRION                                             January 14, 2000
------------------------------    Chairman of the Board,           ----------------
Richard L. Carrion                President and Chief Executive
                                  Officer

/s/ ALFONSO F. BALLESTER                                           January 14, 2000
------------------------------    Director                         ----------------
Alfonso F. Ballester
--------------------------------------------------------------------------------

</TABLE>


                                      II-7


<PAGE>

<TABLE>

<S>                               <C>                              <C>

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


/s/ JUAN J. BERMUDEZ                                               January 14, 2000
------------------------------    Director                         ----------------
Juan J. Bermudez


/s/ FRANCISCO J. CARRERAS                                          January 14, 2000
------------------------------    Director                         ----------------
Francisco J. Carreras



------------------------------    Director                         ----------------
Luis E. Dubon, Jr.


/s/ HECTOR R. GONZALEZ                                             January 14, 2000
------------------------------    Director                         ----------------
Hector R. Gonzalez


/s/ JORGE A. JUNQUERA                                              January 14, 2000
------------------------------    Senior Executive Vice            ----------------
Jorge A. Junquera                 President and Director
                                  (Principal Financial Officer)


/s/ MANUEL MORALES, JR.                                            January 14, 2000
------------------------------    Director                         ----------------
Manuel Morales, Jr.


/s/ ALBERTO M. PARACCHINI                                          January 14, 2000
------------------------------    Director                         ----------------
Alberto M. Paracchini


/s/ FRANCISCO M. REXACH, JR.                                       January 14, 2000
------------------------------    Director                         ----------------
Francisco M. Rexach, Jr.


/s/ J. ADALBERTO ROIG                                              January 14, 2000
------------------------------    Director                         ----------------
J. Adalberto Roig


/s/ FELIX J. SERRALLES NEVARES                                     January 14, 2000
------------------------------    Director                         ----------------
Felix J. Serralles Nevares


/s/ JULIO E. VIZCARRONDO, JR.                                      January 14, 2000
------------------------------    Director                         ----------------
Julio E. Vizcarrondo, Jr.


/s/ DAVID H. CHAFEY, JR.                                           January 14, 2000
------------------------------    Senior Executive Vice            ----------------
David H. Chafey, Jr.              President and Director


/s/ AMILCAR JORDAN                                                 January 14, 2000
------------------------------    Senior Vice President            ----------------
Amilcar Jordan                    (Principal Accounting Officer)

</TABLE>

                                      II-8
<PAGE>



          THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the persons  who  administer  the  employee  benefit  plan 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 14th day of January, 2000.


                               GMG RETIREMENT & SAVINGS PLAN

                               By: /s/ MARIA ISABEL BURCKHART
                                  ----------------------------------------------
                                  Maria Isabel Burckhart
                                  Authorized Representative


                               By: /s/ JORGE A. JUNQUERA
                                  ----------------------------------------------
                                  Jorge A. Junquera
                                  Authorized Representative in the United States





                                      II-9


<PAGE>



                                  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       (a)  Master Defined  Contribution  Retirement  Plan,  incorporated  by
               reference  to  Exhibit  4.4(b)  to  the  Company's   Registration
               Statement on Form S-8 (No.  333-80169)  filed with the Securities
               and Exchange Commisssion on June 8, 1999; and

          (b)  The Plan's 1165(e) Plan Adoption Agreement.

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

23.1      Consent of the Company's Independent Accountants.

23.2      Consent of the Plan's Independent Accountants.

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



                                      II-10
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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": "333-94703", "film-number": "507630"}, "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"}}
================================================================================
                       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)

                          GMG RETIREMENT & SAVINGS PLAN
                            (Full title of the plans)

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

                                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
================================================================================================================================
                                                                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)(2)         Share(3)              Price(3)          Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $6 per share,
together with attached rights to purchase
Series A Participating Cumulative
Preferred Stock, no par value...........      40,000 Shares     $   24.1875          $      967,500          $      255.42
================================================================================================================================
(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 GMG Retirement and Savings
     Plan.
(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  high  and low  price of the  Common  Stock  on the  NASDAQ
     National Market System on January 11, 2000, namely $ 24.1875.
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 GMG Retirement & Savings Plan (the "Plan") are  incorporated
herein by reference:

          (1) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1998;

          (2) The Plan's Annual Report on Form 11-K for the year ended  December
     31, 1998;

          (3) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarters
     ended March 31, 1999, June 30, 1999 and September 30, 1999;

          (4) The Company's Current Reports on Form 8-K, dated January 13, 1999,
     April 15, 1999,  July 9, 1999,  July 16, 1999,  August 3, 1999,  August 17,
     1999, October 14, 1999 and January 13, 2000;

          (5) 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

          (6) The  description of the Company's  Stockholder  Protection  Rights
     Agreement  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 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.

          (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

                                      II-2
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 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 --

                                      II-3
* * * (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       (a)  Master Defined  Contribution  Retirement  Plan,  incorporated  by
               reference  to  Exhibit  4.4(b)  to  the  Company's   Registration
               Statement on Form S-8 (No.  333-80169)  filed with the Securities
               and Exchange Commission on June 8, 1999; and

          (b)  The Plan's 1165 (e) Plan Adoption Agreement.

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

                                      II-4
23.1      Consent of the Company's Independent Accountants.

23.2      Consent of the Plan's Independent Accountants.

24        Powers of Attorney (included on pages 7 through 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 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.

                                      II-5
(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 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
14th day of January, 2000.

                                     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                                             January 14, 2000
------------------------------    Chairman of the Board,           ----------------
Richard L. Carrion                President and Chief Executive
                                  Officer

/s/ ALFONSO F. BALLESTER                                           January 14, 2000
------------------------------    Director                         ----------------
Alfonso F. Ballester
--------------------------------------------------------------------------------
II-7
------------------------------    Director                         ----------------
Antonio Luis Ferre

/s/ JUAN J. BERMUDEZ                                               January 14, 2000
------------------------------    Director                         ----------------
Juan J. Bermudez

/s/ FRANCISCO J. CARRERAS                                          January 14, 2000
------------------------------    Director                         ----------------
Francisco J. Carreras

------------------------------    Director                         ----------------
Luis E. Dubon, Jr.

/s/ HECTOR R. GONZALEZ                                             January 14, 2000
------------------------------    Director                         ----------------
Hector R. Gonzalez

/s/ JORGE A. JUNQUERA                                              January 14, 2000
------------------------------    Senior Executive Vice            ----------------
Jorge A. Junquera                 President and Director
                                  (Principal Financial Officer)

/s/ MANUEL MORALES, JR.                                            January 14, 2000
------------------------------    Director                         ----------------
Manuel Morales, Jr.

/s/ ALBERTO M. PARACCHINI                                          January 14, 2000
------------------------------    Director                         ----------------
Alberto M. Paracchini

/s/ FRANCISCO M. REXACH, JR.                                       January 14, 2000
------------------------------    Director                         ----------------
Francisco M. Rexach, Jr.

/s/ J. ADALBERTO ROIG                                              January 14, 2000
------------------------------    Director                         ----------------
J. Adalberto Roig

/s/ FELIX J. SERRALLES NEVARES                                     January 14, 2000
------------------------------    Director                         ----------------
Felix J. Serralles Nevares

/s/ JULIO E. VIZCARRONDO, JR.                                      January 14, 2000
------------------------------    Director                         ----------------
Julio E. Vizcarrondo, Jr.

/s/ DAVID H. CHAFEY, JR.                                           January 14, 2000
------------------------------    Senior Executive Vice            ----------------
David H. Chafey, Jr.              President and Director

/s/ AMILCAR JORDAN                                                 January 14, 2000
------------------------------    Senior Vice President            ----------------
Amilcar Jordan                    (Principal Accounting Officer)
II-8
THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the persons  who  administer  the  employee  benefit  plan 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 14th day of January, 2000.

                               GMG RETIREMENT & SAVINGS PLAN

                               By: /s/ MARIA ISABEL BURCKHART
                                  ----------------------------------------------
                                  Maria Isabel Burckhart
                                  Authorized Representative

                               By: /s/ JORGE A. JUNQUERA
                                  ----------------------------------------------
                                  Jorge A. Junquera
                                  Authorized Representative in the United States

                                      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 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       (a)  Master Defined  Contribution  Retirement  Plan,  incorporated  by
               reference  to  Exhibit  4.4(b)  to  the  Company's   Registration
               Statement on Form S-8 (No.  333-80169)  filed with the Securities
               and Exchange Commisssion on June 8, 1999; and

          (b)  The Plan's 1165(e) Plan Adoption Agreement.

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

23.1      Consent of the Company's Independent Accountants.

23.2      Consent of the Plan's Independent Accountants.

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

                                      II-10