FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CARRION RICHARD L 		2. Issuer Name and Ticker or Trading Symbol

POPULAR INC [ BPOP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & Chairman
(Last)          (First)          (Middle)

PO BOX 362708 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/20/2009
(Street)

SAN JUAN, PR 00936-2708
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
8.25% Non-Cumulative Monthly Income Preferred Stock Series B   8/20/2009     D    4000   D   (1) 0   I   by wife  
Common Stock Par Value $0.01 per share   8/20/2009     A    32000   A   (1) 34077   I   By wife  
Common Stock Par Value $0.01 per share   8/20/2009     A    57248   A   (2) 1811520   I   Junior Investment   (3)
Preferred Stock, 2003 Series A   8/20/2009     D    7156   D   (2) 0   I   Junior Investment   (3)
Common Stock Par Value $0.01 per share                  1450943   D    
Common Stock Par Value $0.01 per share                  56887   I   By children  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The Reporting Person disposed 4,000 shares of 8.25% Non-cumulative Monthly Income Preferred Stock, Series B owned by wife in exchange for 32,000 shares of common stock, pursuant to the terms of the Issuer's Exchange Offer. The transactions reported in this Form 4 were approved by the Issuer's Board of Directors pursuant to Rule 16b-3(d) and Rule 16b-3(e).
( 2)  The Reporting Person disposed 7,156 shares of Preferred Stock, 2003 Series A in exchange for 57,248 shares of common stock, pursuant to the terms of the Issuer's Exchange Offer. The transactions reported in this Form 4 were approved by the Issuer's Board of Directors pursuant to Rule 16b-3(d) and Rule 16b-3(e).
( 3)  Ownership of 17.89% in Junior Investment Corporation, which owned 10,125,882 shares of Popular, Inc. at the end of August 20, 2009.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CARRION RICHARD L
PO BOX 362708
SAN JUAN, PR 00936-2708 		X
President & Chairman

Signatures
Richard L. Carrion 9/2/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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