1
                                                Filed pursuant to Rule 424(b)(3)
                                                   Registration No. 333-26941-01


                   PRICING SUPPLEMENT, DATED JANUARY 27, 1999
                  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.......................  $55,000,000.00

ORIGINAL ISSUE DATE....................  January 21, 1999

MATURITY DATE..........................  January 15, 2004

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

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

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

INTEREST PAYMENT DATES.................  July 15 and January 15 of each year end and at
                                         Maturity, commencing on July 15, 1999.

CUSIP NUMBER...........................  73318EAB9



Popular North America, Inc. is offering $55,000,000 aggregate principal amount
of its 6.625% Medium-Term Notes, Series D due 2004. Interest on the Notes will
accrue from January 21, 1999. Other than the settlement date, the Notes have the
same terms and provisions as the $200,000,000 aggregate principal amount of
6.625% Medium-Term Notes, Series D due 2004 issued by the Company pursuant to
its Pricing Supplement dated January 15, 1999. Upon completion of this offering,
there will be $255,000,000 aggregate principal amount of Notes outstanding.



                                        Price to             Underwriting              Proceeds      
                                        Public(1)             Discount(2)           to Company(1)(3)    
                                       ----------            ------------           ----------------     
                                                                                         
Per Note.........................         99.869%                .50%                   99.369%
Total............................      $54,927,950.00        $275,000.00            $54,652,950.00


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

(1)  Plus accrued interest from January 21, 1999.
(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 $35,000.

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

The Notes are expected to be ready for delivery in book-entry form only, through
the facilities of The Depository Trust Company, on or about February 1, 1999.
The Underwriters reserve the right to withdraw, cancel or modify any offer of
the Notes and to reject orders in whole or in part.

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

                                ----------------
   2
                                USE OF PROCEEDS


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


                                ADDITIONAL TERMS


Popular North America, Inc. may, from time to time and without the consent of
the holders of these Notes, create and issue additional Notes having the same
interest rate, maturity date and other terms as these Notes (other than the
Original Issue Date and initial Interest Payment Date).


                                  UNDERWRITING


Subject to the terms and conditions set forth in the distribution agreement (the
"Distribution Agreement") among Popular North America, Inc., (the "Company"),
Popular, Inc., Fist Chicago Capital Markets, Inc. Credit Suisse First Boston
Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Chase
Securities Inc., (the latter three, 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 Distribution Agreement provides that the obligations of 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.........................................$25,000,000
Chase Securities Inc...........................................................$25,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.............................$ 5,000,000
         Total.................................................................$55,000,000
                                                                               ===========



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 .30% of the principal amount. The Underwriters may
allow, and such dealers may reallow, a discount not in excess of .25% 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. Each of the Underwriters has performed investment banking services
for the Company in the last five years and have received fees in connection
therewith.