1
                                                Filed Pursuant to Rule 424(b)(3)
                                                   Registration No: 333-26941-01


                   PRICING SUPPLEMENT, DATED OCTOBER 23, 1997
                  TO PROSPECTUS SUPPLEMENT DATED MAY 23, 1997
                        TO PROSPECTUS DATED MAY 22, 1997


                          POPULAR NORTH AMERICA, INC.
                          MEDIUM-TERM NOTES, SERIES D
              DUE FROM NINE MONTHS TO 30 YEARS FROM DATE OF ISSUE
           UNCONDITIONALLY GUARANTEED AS TO PRINCIPAL AND INTEREST BY
                                 POPULAR, INC.


                                               
PRINCIPAL AMOUNT..............................    $100,000,000.00

ORIGINAL ISSUE DATE...........................    October 27, 1997

MATURITY DATE.................................    October 27, 2002

GLOBAL SECURITY...............................    Yes

INTEREST RATE PER ANNUM.......................    6.625%

INTEREST RATE BASIS...........................    Fixed

INTEREST PAYMENT DATES........................    June 15 and December 15 of
                                                  each year at Maturity,
                                                  commencing on December 15,
                                                  1997.

CUSIP NUMBER..................................    73318EAA1





                                Price to             Underwriting              Proceeds
                                Public(1)             Discount(2)          to Company(1)(3)
                              --------------         ------------          ----------------
                                                                  
Per Note..................       99.905%                0.45%                  99.455%
Total.....................    $99,905,000.00          $450,000.00           $99,455,000.00


(1)  Plus accrued interest from October 27, 1997 if any.
(2)  The Company has agreed to indemnify the Underwriters against certain
     liabilities, including liabilities under the Securities Act of 1933.
(3)  Before deducting other expenses payable by the Company estimated to be
     $100,000.


     The Notes offered hereby are offered by the several Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part.  It is expected that the Notes
will be ready for delivery in New York, on or about October 27, 1997, against
payment therefor in immediately available funds.


CREDIT SUISSE FIRST BOSTON    CHASE SECURITIES, INC.   MERRILL LYNCH & CO.

  
   2
                                USE OF PROCEEDS

The proceeds from the issuance of the Note to which this Pricing Supplement
relates will be used to finance Popular North America, Inc. subsidiaries and
for the repayment of outstanding borrowings.

                                  UNDERWRITING

Subject to the terms and conditions set forth in a terms agreement (the "Terms
Agreement") among Popular North America, Inc., (the "Company") Credit Suisse
First Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Chase Securities, Inc. (the "Underwriters"), the Company has agreed to sell
to the Underwriters, and the Underwriters have severally agreed to purchase,
the respective principal amount of Notes set forth after their names below.
The Terms Agreement provides that the obligations to the Underwriters are
subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the Notes if any are purchased.



                    Underwriter                             Principal Amount
                    -----------                             ----------------
                                                         
Credit Suisse First Boston Corporation.................       $ 33,400,000
Chase Securities, Inc..................................       $ 33,300,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.....       $ 33,300,000
                                                              ------------
        Total..........................................       $100,000,000
                                                              ============


The Underwriters have advised the Company that they propose initially to offer
the Notes to the public at the public offering price set forth on the cover
page of this Pricing Supplement, and to certain dealers at such price less a
concession not in excess of .27% of the principal amount.  The Underwriters may
allow, and such dealers may reallow, a discount not in excess of .15% of the
principal amount of the Notes to certain other dealers.  After the initial
public offering, the public offering price, concession and discount may be
changed.

The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.

The Underwriters and certain of their affiliates and associates are customers
of, including borrowers from, engage in transactions with, and/or perform
services for, the Company and its subsidiaries, in the ordinary course of
business.  Also, in the ordinary course of their respective businesses,
affiliates of the Underwriters engage, and may in the future engage, in
commercial banking and investment banking transactions with the Company and its
subsidiaries.  Credit Suisse First Boston Corporation and Merrill Lynch & Co.
have performed investment banking services for the Company in the last four
years and have received fees in connection therewith.  Chase Securities, Inc.
was named selling agent effective May 22, 1997.