1
EXHBITIT (25)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)
---
-----------------

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

POPULAR, INC.
(EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER)

PUERTO RICO 66-0416582
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

209 MUNOZ RIVERA AVENUE
HATO REY, PUERTO RICO 00918
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

POPULAR NORTH AMERICA, INC.
(Exact name of co-registrant as specified in its charter)

Delaware 66-0476353
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

521 Fellowship Road 08054
Mt. Laurel, New Jersey (Zip Code)
(Address of principal executive offices)

DEBT SECURITIES AND GUARANTEES
(TITLE OF INDENTURE SECURITIES)
2

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C., Federal Deposit Insurance
Corporation, Washington, D.C., The Board of Governors of the Federal
Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART
OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the trustee now in
effect.*

2. A copy of the certificates of authority of the trustee to
commence business.*

3. A copy of the authorization of the trustee to exercise
corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by Section 321(b) of the
Act.

2
3

7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 9th day of May, 1997.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY: /s/ Melissa G. Weismam
----------------------
MELISSA G. WEISMAN
VICE PRESIDENT

* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK
OF CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
ITT CORPORATION, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER
15, 1996 (REGISTRATION NO. 333-07221).

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

May 9, 1997

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of indentures between Popular, Inc.,
Popular North America, Inc. and The First National Bank of Chicago, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /s/ Melissa G. Weisman
----------------------
MELISSA G. WEISMAN
VICE PRESIDENT

4
5

EXHIBIT 7

Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/96 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

C400 <-
DOLLAR AMOUNTS IN ------------ ---------
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------

ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)............. 0081 4,586,399 1.a.
b. Interest-bearing balances(2)...................................... 0071 5,224,838 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)......... 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)...... 1773 3,335,304 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold................................................ 0276 4,157,626 3.a.
b. Securities purchased under agreements to resell................... 0277 96,125 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)................................................................ RCFD 2122 23,448,929 4.a.
b. LESS: Allowance for loan and lease losses......................... RCFD 3123 419,373 4.b.
c. LESS: Allocated transfer risk reserve............................. RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c).............................. 2125 23,029,556 4.d.
5. Assets held in trading accounts...................................... 3545 7,888,514 5.
6. Premises and fixed assets (including capitalized leases)............. 2145 701,700 6.
7. Other real estate owned (from Schedule RC-M)......................... 2150 11,061 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)....................................... 2130 62,681 8.
9. Customers' liability to this bank on acceptances outstanding......... 2155 480,933 9.
10. Intangible assets (from Schedule RC-M)............................... 2143 303,014 10.
11. Other assets (from Schedule RC-F).................................... 2160 1,745,155 11.
12. Total assets (sum of items 1 through 11)............................. 2170 51,622,906 12.

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

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

5
6

Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/96 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8

SCHEDULE RC-CONTINUED

DOLLAR AMOUNTS IN
Thousands BIL MIL THOU
----------------- ------------

LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1)..................................... RCON 2200 22,032,796 13.a.
(1) Noninterest-bearing(1)...................................... RCON 6631 9,190,670 13.a.1
(2) Interest-bearing............................................ RCON 6636 12,842,126 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II).............................. RCFN 2200 10,861,857 13.
(1) Noninterest bearing......................................... RCFN 6631 285,745 13.b.1
(2) Interest-bearing............................................ RCFN 6636 10,576,382 13.b.2
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased......................................... RCFD 0278 2,639,255 14.a.
b. Securities sold under agreements to repurchase.................. RCFD 0279 66,564 14.b.
15. a. Demand notes issued to the U.S. Treasury........................ RCON 2840 121,352 15.a.
b. Trading Liabilities............................................. RCFD 3548 5,793,742 15 b.
16. Other borrowed money:
a. With original maturity of one year or less...................... RCFD 2332 2,665,232 16.a.
b. With original maturity of more than one year................... RCFD 2333 58,105 16 b.
17. Mortgage indebtedness and obligations under capitalized
leases............................................................. RCFD 2910 285,671 17.
18. Bank's liability on acceptance executed and outstanding............ RCFD 2920 480,933 18.
19. Subordinated notes and debentures.................................. RCFD 3200 1,400,000 19.
20. Other liabilities (from Schedule RC-G)............................. RCFD 2930 1,199,147 20.
21. Total liabilities (sum of items 13 through 20)..................... RCFD 2948 47,604,654 21.
22. Limited-Life preferred stock and related surplus................... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus...................... RCFD 3838 0 23.
24. Common stock....................................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 2,934,523 25.
26. a. Undivided profits and capital reserves.......................... RCFD 3632 865,652 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities...................................................... RCFD 8434 18,441 26.b.
27. Cumulative foreign currency translation adjustments................ RCFD 3284 (1,222) 27.
28. Total equity capital (sum of items 23 through 27).................. RCFD 3210 4,018,252 28.
29. Total liabilities, limited-life preferred stock, and equity........
capital (sum of items 21, 22, and 28).............................. RCFD 3300 51,622,906 29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below
that best describes the most comprehensive level of auditing work
performed for the bank by independent external

Number

auditors as of any date during 1995........................................ RCFD 6724 N/A M.1.

1 = Independent audit of the bank conducted in accordance 4.= Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required
by state chartering authority)

- --------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.