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 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(h) of the Investment Company Act of 1940

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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) Chairman & CEO (Last) (First) (Middle) PO BOX 362708 3. Date of Earliest Transaction (Month/Day/Year) 02/16/2005 (Street) SAN JUAN, PR 00936-2708 4. If Amendment, Date Original Filed(Month/Day/Year) 02/17/2005 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 Common Stock 02/16/2005 02/16/2005 A(1)   60,689 A $ 0 672,525 D   Common Stock               51,216 I By children Common Stock               2,000 I By wife Common Stock               1,704,535 (2) I Junior Investment (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Reporting Owners

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

Signatures

Marie Reyes-Rodriguez, Attorney-in-fact		05/22/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Award of Restricted Stock pursuant to Popular, Inc.'s 2004 Omnibus Incentive Plan. The restrictions on such restricted stock lapse upon retirement of the executive officers.
(2)	Represents Mr. Carrion's ownership of 18.27% in Junior Investment ("Junior Investment") Corporation, which owned 9,329,692 shares as of the date of the original filing.
(3)	This amended filing is being made solely to correct Mr. Carrion's indirect ownership in Popular, Inc. Common Stock as a result of his ownership in Junior Investment Corporation ("Junior Investment"). In January 2005, Junior Investment effected a recapitalization pursuant to which it issued shares of preferred stock to one of its shareholders in exchange for a portion of such shareholder's common stock in Junior Investment. As a result of this transaction and the corresponding reduction in the common stock of Junior Investment outstanding, Mr. Carrion's ownership interest in Junior Investment increased from 17.89% to 18.27%.

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