SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                               FORM 10-Q



(Mark One)

<checked-box> QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
           FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1997


                                  or
<square>   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
        FOR THE TRANSITION PERIOD FROM  __________ to __________

                    COMMISSION FILE NUMBER 1-13914

                PEPSI-COLA PUERTO RICO BOTTLING COMPANY
        (Exact name of Registrant as specified in its Charter)

              DELAWARE                               ###-##-####
   (State or other jurisdiction of     (I.R.S. Employer Identification No.)
   incorporation or organization)

        CARRETERA #865, KM 0.4
        BARRIO CANDELARIA ARENAS
         TOA BAJA, PUERTO RICO                             00949
   (Address of principal executive office)               (Zip code)

  Registrant's telephone number, including area code: (787) 251-2000


      Indicate by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section  13  or 15(d) of the Securities Exchange Act of
1934  during the preceding 12 months (or  for  such  shorter  period  that  the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. 

<checked-box> Yes  <square> No

      As  of  February  10,  1997, there were 21,500,000 shares of Common Stock
issued and outstanding.  This  amount  includes  5,000,000  shares  of  Class A
Common Stock and 16,500,000 shares of Class B Common Stock.
<PAGE>
                        PEPSI-COLA PUERTO RICO BOTTLING
                           COMPANY AND SUBSIDIARIES

             INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                                         PAGE
                                                                        NUMBER

PART I  FINANCIAL INFORMATION.............................................  3

Item 1. Financial Statements:.............................................  3

         Condensed Consolidated Balance Sheets (unaudited) at 
          December 31, 1997 and September 30, 1997........................  3
         Condensed Consolidated Statements of Income/(Loss) 
          (unaudited) for the Three Months Ended 
          December 31, 1997 and 1996......................................  5
         Condensed  Consolidated  Statements of Cash Flows 
          (unaudited) for  the Three Months Ended 
          December 31, 1997 and 1996......................................  6
         Notes to Condensed Consolidated Financial Statements 
          (unaudited).....................................................  7

Item 2. Management's Discussions and Analysis of Financial Condition and
         Results of Operations............................................  14


PART II OTHER INFORMATION.................................................  19

Item 1. Legal Proceedings.................................................  19

Item 6. Exhibits and Reports on Form 8-K..................................  19
         (a) Exhibits.....................................................  19
         (b) Reports on Form 8-K during the quarter ended 
              December 31, 1997...........................................  19

                                       2
<PAGE>
PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                        PEPSI-COLA PUERTO RICO BOTTLING
                           COMPANY AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                          (U.S. DOLLARS IN THOUSANDS)

                                    ASSETS


<TABLE>
<CAPTION>
                                                                 December 31,                        September 30,
                                                                     1997                                1997
                                                                  (unaudited)                          (audited)
                                                                  ___________                         ___________
<S>                                                             <C>                                 <C>
Cash and cash equivalents                                             $13,814                             $19,447
Accounts receivable:
       Trade, less allowance for doubtful accounts of $1,493          12,133                              11,681
          at December 31, 1997 and $1,389 at September 30, 1997
       Due from PepsiCo, Inc. and affiliated companies                     95                                 943
       Other                                                            4,416                               4,273
Inventories                                                             3,144                               3,635
Deferred income taxes                                                      97                                  97
Prepaid expenses and other current assets                               1,557                               1,414
                                                                       ______                              ______
             Total current assets                                      35,256                              41,490
Investment in Buenos Aires Embotelladora S.A. (BAESA)                      --                                  --
Deferred income tax, long-term                                          1,554                               1,619
Long-lived assets for sale, principally land and building               3,752                               3,752
Property, plant and equipment, net                                     46,466                              47,347
Intangible assets, net of accumulated amortization                      1,655                               1,644
Other assets                                                                9                                  58
                                                                      _______                             _______
             Total assets                                             $88,692                             $95,910
                                                                      =======                             =======
</TABLE>

        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       3

<PAGE>
                    PEPSI-COLA PUERTO RICO BOTTLING
                       COMPANY AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED BALANCE SHEETS
                      (U.S. DOLLARS IN THOUSANDS)

                 LIABILITIES AND SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                     December 31,                       September 30,
                                                                         1997                               1997
                                                                       (unaudited)                        (audited)
                                                                     _____________                      _____________
<S>                                                                   <C>                                <C>
Liabilities:
Current installments of long-term debt                                   $1,007                              $1,007
Current installments of capital lease obligations                           910                                 908
Short-term borrowings                                                     4,384                               5,430
Accounts payable:
       Trade                                                              9,446                              13,750
       Affiliate                                                             --                                  32
Income tax payable                                                          234                                 199
Other accrued expenses                                                    5,204                               4,830
                                                                         ______                              ______
   Total current liabilities                                             21,185                              26,156
Long-term debt, excluding current installments                           23,371                              23,636
Capital lease obligations, excluding current installments                   228                                 513
Accrued pension cost, long-term                                           1,507                               2,213
                                                                         ______                              ______
   Total liabilities                                                     46,291                              52,518
Shareholders' equity:
Class A common shares of $0.01 par value; authorized,                                                              
    issued and outstanding 5,000,000 shares                                  50                                  50
Class B common shares, $0.01 par value; authorized                                                              
    35,000,000 shares; issued and outstanding                               165                                 165
    16,500,000 shares
Additional paid-in capital                                              103,910                             103,910
Retained earnings/(deficit)                                             (60,726)                            (59,735)
Pension liability adjustment                                               (998)                               (998)
                                                                        _______                              ______
       Total shareholders' equity                                        42,401                              43,392
                                                                        _______                              ______
       Total liabilities and shareholders' equity                       $88,692                             $95,910
                                                                        =======                             =======
</TABLE>

        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       4
<PAGE>
                    PEPSI-COLA PUERTO RICO BOTTLING
                       COMPANY AND SUBSIDIARIES

          CONDENSED CONSOLIDATED STATEMENTS OF INCOME/(LOSS)
           (U.S. DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)



<TABLE>
<CAPTION>
                                                                                Three Months Ended December 31,
                                                                            1997                                1996
                                                                         (unaudited)                          (unaudited)
                                                                         ___________                          ___________
<S>                                                                     <C>                                  <C>
Net Sales                                                               $    25,517                          $   25,798
Cost of Sales                                                                17,199                              17,909
                                                                        ___________                          __________
   Gross profit                                                               8,318                               7,889
Selling and marketing expenses                                                7,413                               8,218
Administrative expenses                                                       1,384                               2,820
                                                                              _____                               _____
Income/(loss) from operations                                                  (479)                             (3,149)
Other income (expenses):
       Interest expense                                                        (663)                               (632)
       Interest income                                                          236                                 408
       Other, net                                                                40                                  26
                                                                        ___________                           _________ 
             Total other income (expenses)                                     (387)                               (198)
                                                                        ___________                           _________
Loss before income tax expense                                                 (866)                             (3,347)
Income tax expense                                                             (125)                               (108)
                                                                        ___________                           _________
Net income/(loss)                                                             $(991)                            $(3,455)
                                                                        ___________                           _________
Basic loss per common share:                                                 $(0.05)                             $(0.16)
                                                                        ___________                           _________
Weighted average number of shares outstanding                                21,500                              21,500
                                                                        ===========                           =========
</TABLE>

        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       5

<PAGE>
                PEPSI-COLA PUERTO RICO BOTTLING COMPANY
                           AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (U.S. DOLLARS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                                Three Months Ended December 31,
                                                                           1997                               1996
                                                                        (unaudited)                         (unaudited)
                                                                       ____________                         ___________
<S>                                                                    <C>                                  <C>
Net loss                                                                     $(991)                           $(3,455)
Adjustments to reconcile net earnings to net cash provided by/
  (used in) operating activities:
  (Gain)/loss on sale of property, plant and equipment                          52                                 60
  Depreciation and amortization                                              1,335                              1,632
  Changes in assets and liabilities:
       Accounts receivable                                                     253                               (655)
       Inventories                                                             491                                550
       Prepaid expenses and other current assets                              (143)                              (108)
       Accounts payable                                                     (4,336)                              (742)
       Other accrued expenses                                                  374                             (2,362)
       Income taxes payable                                                     35                                (77)
       Other, net                                                             (624)                                22
                                                                          ________                            _______
Net cash provided by/(used in) operating activities                         (3,554)                            (5,135)

Cash flows from investing activities:
  Proceeds from sale of property, plant and equipment                           16                                137
  Proceeds from matured short-term investment                                   --                             12,904
  Purchases of property, plant and equipment                                  (501)                            (1,400)
                                                                          ________                            _______
       Net cash provided by/(used in) investing activities                    (485)                            11,641

Cash flows from financing activities:
  Proceeds from short-term borrowings                                           --                                462
  Repayment of long-term debt                                               (1,311)                              (386)
  Repayment of capital lease obligations                                      (283)                              (147)
                                                                          ________                            _______
       Net cash provided by/(used in) financing activities                  (1,594)                               (71)

Net increase in cash and cash equivalents                                   (5,633)                             6,435
Cash and cash equivalents at beginning of period                            19,447                             18,614
                                                                          ________                            _______
Cash and cash equivalents at end of period                                 $13,814                            $25,049
                                                                          ========                            =======
Supplemental disclosures:
Cash paid for:
       Interest                                                               $692                               $573
       Income taxes                                                             25                                185
</TABLE>

        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       6

<PAGE>

                            PEPSI-COLA PUERTO RICO BOTTLING
                       COMPANY AND SUBSIDIARIES

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
      (U.S. DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
                              (UNAUDITED)

(1)  ACCOUNTING PRINCIPLES AND BASIS OF PRESENTATION

     The accompanying condensed consolidated  financial  statements, footnotes,
and  discussions should be read in conjunction with the consolidated  financial
statements,  related  footnotes,  and  discussions  contained  in the Company's
annual  report on Form 10-K for the fiscal year ended September 30,  1997.   In
the opinion  of  the Company's management, the unaudited condensed consolidated
interim financial  statements  reflect  all  adjustments  necessary  for a fair
presentation.   Operating results for the three months ended December 31,  1997
are not necessarily  indicative  of  the  results  that may be expected for the
fiscal year ended September 30, 1998.

(2)  INVENTORIES

     Inventories consist of the following:

<TABLE>
<CAPTION>
                                                December 31,                September 30,
                                                    1997                        1997
                                                ____________                 ___________
<S>                                              <C>                         <C>
Raw materials                                    $  1,166                    $  1,070
Finished goods                                      1,003                       1,428
Other                                                 975                       1,137
                                                 ________                    ________
                                                 $  3,144                    $  3,635
                                                 ========                    ========
</TABLE>

(3)  PROPERTY, PLANT AND EQUIPMENT, NET

     Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
                                                 December 31,                 September 30,
                                                     1997                         1997
                                                 ____________                 _____________
<S>                                               <C>                          <C>
Land and improvements                            $    7,057                    $   7,057
Buildings and improvements                           14,665                       14,682
Machinery, equipment and vehicles                    48,243                       48,081
Bottles, cases and shells                             1,370                        1,515
Furniture and fixtures                                1,580                        1,580
Construction in process                                 506                           86
                                                 __________                    _________
                                                     73,421                       73,001
Less accumulated depreciation and amortization      (26,955)                     (25,654)
                                                 __________                    _________
  Property, plant and equipment, net             $   46,466                     $ 47,347
                                                 ==========                     ========
</TABLE>


                                       7
<PAGE>

(4)  ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT

     The Company has adopted the provisions of FASB  128  for fiscal year 1998.
Under   the  provisions  of  FASB  128  the  Company  is  required  to   report
earnings/(losses)  per  share  under  the  following  two  concepts:  (i) basic
earnings/(losses)  per  share  and  (ii)  diluted  earnings/(losses) per share.
Under the diluted earnings/(losses) per share method, the Company must consider
in the computation of earnings/(losses) per share the  effect  of  all dilutive
potential common shares that were outstanding for the period.  Nevertheless, if
the   effect  of  considering  the  potential  common  shares  results  in  the
computation  being antidilutive then the FASB requires that the Company present
basic earnings/(losses)  per  share  only.  The Company has reported losses for
both  the  1997  and  1998  interim  periods, therefore it does not include the
potential common shares in the  computation  of loss per share since this would
result in an antidilutive computation of such loss per common share.  Therefore
the Company's  reported  basic  and  diluted earnings/(losses) per share is the
same.  Potential  common  shares  outstanding at December 31, 1997 which could,
in the future, enter  into  the computation  of  diluted  earnings/(losses) per
share amount to 1,706,667.

     Prior to October 1, 1996, the Company accounted for  its stock option plan
in  accordance  with  the  provisions  of Accounting Principles  Board  ("APB")
opinion  no.  25,  "Accounting  for Stock issued  to  Employees",  and  related
interpretations.  As such, compensation  expense  would be recorded on the date
of the grant only if the current market price of the  underlying stock exceeded
the  exercise  price.  On October 1, 1996, the Company adopted  SFAS  No.  123,
"Accounting for  Stock-Based Compensation", which permits entities to recognize
as expense, over the  vesting  period, the fair value of all stock-based awards
on the date of the grant.  Alternatively, the SFAS No. 123 also allows entities
to continue to apply the provisions  of  APB  No.  25 and provide pro forma net
income and pro forma earnings per share disclosures for  employee  stock option
grants made in 1995 and future years as if the fair value based method  defined
in SFAS No. 123 had been applied.  The Company has elected to continue to apply
the  provisions  of APB No. 25 and provide the pro forma disclosure required by
SFAS No. 123.

(5)  INCOME TAX

     The Company provided a current income tax expense of $125 and $108 for the
three month periods ended December 31, 1997 and 1996, respectively.

(6)  NOTES PAYABLE TO BANK AND LONG-TERM DEBT

     The Company has,  among  its  credit  facilities,  a  $5 million revolving
credit facility, of which $3,747 was outstanding at December  31,  1997 and the
balance available was fully drawn shortly after December 31, 1997.

(7)  RELATED PARTY TRANSACTIONS

     The  following are transactions between the Company and subsidiaries,  and
other related  parties  for  the three months ended December 31, 1997 and 1996,
respectively:

           (i)  The Company paid approximately $675  and $856 during the three
           months   ended   December  31,  1997  and  1996,  respectively,  in
           advertising fees to  a  firm  controlled  by  a shareholder  of the
           Company.

           (ii)  The  Company  paid  approximately $71 and $50 during the three
           month periods ended December  31,  1997  and  1996, respectively for
           legal fees to a firm, one of whose partners is  a  relative  of  the
           Company's President.


                                       8

<PAGE>

(8)  INVESTMENT IN BAESA

     The  Company  owns 12,345,348 shares, or approximately 17% as of September
30, 1997 and 1996, respectively,  of  the  outstanding  capital stock of BAESA.
Through  June 30, 1996, the Company exercised significant  influence  over  the
management  of  BAESA,  subject  to  the right of PepsiCo, Inc. ("PepsiCo") and
certain of its affiliates to approve certain  management decisions.  As of July
1, 1996, PepsiCo assumed operating control of BAESA  and  the  Company does not
control,  or  have significant influence over, the management or operations  of
BAESA.  On May  9,  1997,  The Buenos Aires Stock Exchange suspended trading of
BAESA's class B shares after  its  fiscal second quarter results for the period
ended March 31, 1997 showed a negative  net  worth  under  Argentine Accounting
Principles.   The  New  York  Stock  Exchange  also halted trading  in  BAESA's
American Depository Shares.  On December 5, 1997,  BAESA  announced a financial
restructuring plan which would result in the issuance of additional  equity  by
BAESA  in  exchange  for  a  portion of its outstanding debt, and would (if the
Company does not elect to exercise  its  preemptive  rights to purchase its pro
rata share of the additional equity) result in the Company's  17%  interest  in
the  outstanding  capital  stock of BAESA being diluted to a .34% interest.  On
January  29, 1998, BAESA announced  that  its  shareholders  had  approved  the
restructuring  plan.   The  plan provides for the recapitalization of BAESA and
involves lenders holding 89%  of  the  approximately $700 million of debt being
restructured.   This  $700 million includes  $60  million  of  8.5%  negotiable
obligations originally  issued  in  the Eurobond market (the "Eurobonds").  The
implementation  of the plan is contingent  upon  the  satisfaction  of  several
conditions including:   (i)  the tender of a least 92% of the face value of the
Eurobonds in connection with the  restructuring;  (ii)  the settlement of class
action  litigation  commenced  against  BAESA in the United States;  and  (iii)
approvals  by  Argentine  and  United States  regulatory  authorities  for  the
issuance of new BAESA equity, and  by Argentine authorities for the issuance of
new debt, as part of the restructuring.   BAESA  also  announced  that,  if the
requisite  amount  of Eurobonds is not tendered, or the class action litigation
is not settled on terms  acceptable  to BAESA, the parties to the restructuring
plan agreement have agreed to support  a  prepackaged plan of reorganization of
BAESA under Chapter XI of the United States Bankruptcy Code.

     The Company withdrew its interest in BAESA Shareholder Associates ("BSA"),
and  liquidated  Argentine  Bottling  Associates,   two   partnerships,   which
previously  held  the  Company's  interest  in  BAESA, during fiscal year 1997.
These actions have resulted in the Company holding  its  BAESA shares directly,
and eliminates for future periods, the accounting requirement  that the Company
report on an equity basis the results of operations of BAESA.

                                     9
<PAGE>

     The following condensed audited financial information relating to BAESA as
of  September  30, 1996 (in thousands of U.S. dollars), and for the  year  then
ended has been provided  to  the Company by BAESA; its inclusion in this report
is for disclosure purposes only  and  the Company makes no representation as to
the accuracy or completeness of such information.   At  the  present  time, the
Company does not control, or have significant influence over, the management or
operations of BAESA. For further information regarding BAESA, investors  should
consult information made publicly available by BAESA to its shareholders.

<TABLE>
<CAPTION>
                                                                                                                  SEPTEMBER 30,
                                                                                                                       1996
                                                                                                                  _____________
<S>                                                                                                               <C>
ASSETS
Cash and cash equivalents....................................................................................         $27,361
Accounts receivable, net.....................................................................................          64,069
Inventories..................................................................................................          31,077
Deferred income tax, net.....................................................................................           6,681
Other current assets.........................................................................................           8,469
                                                                                                                      _______
       Total current assets..................................................................................         137,657
Property, plant and equipment, net...........................................................................         586,908
Intangible assets, net.......................................................................................          79,092
Investment in joint venture..................................................................................         106,918
Other assets.................................................................................................          16,805
                                                                                                                      _______
       Total assets..........................................................................................        $927,380
                                                                                                                     ========
LIABILITIES
Current installments of long-term debt and capital lease obligations.........................................        $290,299
Bank loans and overdrafts....................................................................................         375,788
Accounts payable, income tax payable and accrued expenses....................................................         190,981
                                                                                                                     ________
       Total current liabilities.............................................................................        $857,068
Long-term debt...............................................................................................          87,461
Deferred income taxes........................................................................................           7,740
Other long-term liabilities..................................................................................           8,385
                                                                                                                     ________
       Total liabilities.....................................................................................         960,654
Total shareholders' equity/(deficit).........................................................................         (33,274)
                                                                                                                     ________
       Total liabilities and shareholders' equity/(deficit)..................................................        $927,380
                                                                                                                     ========
</TABLE>
                                      10
 
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                     YEAR ENDED 
                                                                                                                    SEPTEMBER 30,
                                                                                                                        1996
                                                                                                                    _____________
<S>                                                                                                                  <C>
Net Sales....................................................................................................        $680,236
                                                                                                                    _________
Cost and Expenses:
Cost of sales................................................................................................        (472,692)
Selling and marketing expenses...............................................................................        (354,880)
Administrative expenses......................................................................................        (192,210)
Restructuring costs..........................................................................................         (34,782)
                                                                                                                    _________
                                                                                                                   (1,054,564)
                                                                                                                    _________
Income/(loss) from operations................................................................................        (374,328)
Other income (expenses), net.................................................................................         (75,459)
                                                                                                                    _________ 
       Income/(loss) before income tax (expense) benefit and equity
             in net earnings of affiliate....................................................................        (449,787)
Income/(loss) tax (expense) benefit..........................................................................          (8,191)
                                                                                                                    _________
       Income/(loss) before equity in net earnings of affiliate..............................................        (457,978)
Equity in net earnings of affiliate..........................................................................           5,597
                                                                                                                    _________
       Net income/(loss).....................................................................................       $(452,381)
                                                                                                                    =========
</TABLE>


                                       11

<PAGE>
(9)  STOCK OPTION PLANS

     In  1997 the Company adopted two stock option plans (the "plans") pursuant
to which the  Company's  Board  of Directors may grant stock options to certain
employees and directors of the Company  and  its  affiliates who have served in
such  capacities  for  at  least one year prior to the  date  the  options  are
granted.  The plans authorize  grants  of options to purchase up to one million
shares of authorized but unissued class  B  common  stock.   One of these stock
option plans is designed so as to be qualified for income tax purposes, whereas
the other is not a qualified plan.  Stock options under the qualified  plan are
granted  with  an exercise price equal to the stock's fair market value at  the
date of the grant.   All  stock options have ten year terms and vest and become
fully exercisable in accordance with the terms of their grant.

     Additionally, the Company  entered  into a stock option agreement with the
President of the Company which grants him  the right to acquire 1,516,667 class
B shares of the Company, at an exercise price  of  $5.00 per share.  This stock
option will be exercisable in whole or in part until exercised in full.

     At September 30, 1997, there were 810,000 additional  shares available for
grant under the plans.  The per share weighted-average estimated  fair value of
stock options granted during 1997 was $3.52 on the date of the grant  using the
Black   Scholes  option-pricing  model  with  the  following  weighted  average
assumptions:   expected  dividend  yield 0%, risk-free interest rate of 6.125%,
and an expected life of 10 years.

     The Company applies APB opinion  No.  25  in  accounting for its Plan and,
accordingly, no compensation cost has been recognized  for its stock options in
the financial statements.

(10) CONTINGENCIES

LEGAL PROCEEDINGS

     The  Securities and Exchange Commission (the "Commission")  has  issued  a
formal order  of  investigation  in  connection  with accounting irregularities
uncovered during 1996.  The Staff of the Commission  is  currently  engaged  in
that investigation and the Company is cooperating fully.

     The Company is involved in various claims and legal actions arising in the
ordinary  course  of  business.   In  the  opinion  of management, the ultimate
disposition of these matters will not have a material  adverse  effect  on  the
Company's consolidated financial position, results of operations or liquidity.

(11) FAIR VALUE OF FINANCIAL INSTRUMENTS

     The  carrying  amounts  of cash and cash equivalents, accounts receivable,
accounts payable, bank loans and  overdrafts,  accrued payroll, taxes and other
current liabilities approximate fair value because  of  the  short  maturity of
these instruments.

     The  fair  value  of  each of the Company's long-term debt instruments  is
based  on the amount of future  cash  flows  associated  with  each  instrument
discounted  using  the  Company's  current  borrowing  rate  for  similar  debt
instruments  of  comparable  maturity.   The  carrying  amounts approximate the
estimated fair value at December 31, 1997.

     The Company currently does not hold any derivatives.


                                       12

<PAGE>

     Under the equity method of accounting, the Company's  investment  in BAESA
has been reduced to zero.




                                       13


<PAGE>
                    PEPSI-COLA PUERTO RICO BOTTLING
                       COMPANY AND SUBSIDIARIES

ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

GENERAL OVERVIEW

     The  following  discussion  of  the  financial condition  and  results  of
operations of the Company should be read in  conjunction with this overview and
the Condensed Consolidated Financial Statements  of  the Company, and the Notes
thereto, as of December 31, 1997 and September 30, 1997 and for the three month
periods  ended December 31, 1996 and 1997 (the "1997 interim  period"  and  the
"1998 interim period," respectively).

     This  Report  contains  forward  looking  statements  of  expected  future
developments.    The   Company  wishes  to  insure  that  such  statements  are
accompanied by meaningful  cautionary  statements  pursuant  to the safe harbor
established  in  the  Private  Securities Litigation Reform Act of  1995.   The
forward looking statements in this  Report  refer to expectations regarding the
payment  of  dividends  and estimated capital expenditures  for  future  years.
These forward looking statements  reflect  Management's  expectations  and  are
based  upon currently available data; however, actual payments and expenditures
are subject  to  future  events and uncertainties which could materially impact
the Company's ability to pay dividends and its ability and need to make capital
expenditures.

     PRESENTATION OF FINANCIAL INFORMATION

     In addition to conducting  its  own  bottling operations, the Company owns
12,345,348 shares, or approximately 17% of  the outstanding capital stock, and,
through June 30, 1996, exercised significant  influence  over the management of
BAESA,  subject to the right of PepsiCo, Inc. ("PepsiCo") and  certain  of  its
affiliates  (collectively,  "Pepsi  Cola  International"  or  "PCI") to approve
certain  management  decisions.  As of July 1, 1996, PepsiCo assumed  operating
control  of  BAESA and the  Company  does  not  control,  or  have  significant
influence  over,   the  management  or  operations  of  BAESA.   The  financial
information relating  to the Company set forth below reflects the operations of
the Company.

     On May 9, 1997, the  Buenos  Aires  Stock  Exchange  suspended  trading of
BAESA's  Class B Shares after its fiscal second quarter results for the  period
ended March  31,  1997  showed  a negative net worth under Argentine accounting
principles of $18.7 million.  The  New  York Stock Exchange also halted trading
in BAESA's American Depository Shares.  On  December 5, 1997, BAESA announced a
financial restructuring plan which would result  in  the issuance of additional
equity by BAESA in exchange for a portion of its outstanding  debt,  and  would
(if  the  Company  does not elect to exercise its preemptive rights to purchase
its pro rata share of  the  additional  equity)  result  in  the  Company's 17%
interest  in  the  outstanding capital stock of BAESA being diluted to  a  .34%
interest.  On January  29,  1998,  BAESA  announced  that  its shareholders had
approved the restructuring plan.  The plan provides for the recapitalization of
BAESA  and involves lenders holding 89% of the approximately  $700  million  of
debt being  restructured.   This  $700  million  includes  $60  million of 8.5%
negotiable   obligations   originally   issued  in  the  Eurobond  market  (the
"Eurobonds").   The  implementation  of  the   plan   is  contingent  upon  the
satisfaction of several conditions including:  (i) the tender of a least 92% of
the face value of the Eurobonds in connection with the  restructuring; (ii) the
settlement  of class action litigation commenced against BAESA  in  the  United
States;  and  (iii)   approvals  by  Argentine  and  United  States  regulatory
authorities for the issuance  of new BAESA equity, and by Argentine authorities
for  the  issuance of new debt, as  part  of  the  restructuring.   BAESA  also
announced that,  if  the  requisite amount of Eurobonds is not tendered, or the
class action litigation is  not  settled  on  terms  acceptable  to  BAESA, the


                                       14

<PAGE>

parties   to  the  restructuring  plan  agreement  have  agreed  to  support  a
prepackaged  plan  of  reorganization  of  BAESA under Chapter XI of the United
States Bankruptcy Code.

     The  Company  withdrew  its  interest  in BSA,  and  liquidated  Argentine
Bottling  Associates, two partnerships, which  previously  held  the  Company's
interest in BAESA, during fiscal year 1997.  These actions have resulted in the
Company holding  its  BAESA shares directly, and eliminates for future periods,
the accounting requirement  that  the  Company  report  on  an equity basis the
results of operations of BAESA.

     SEASONALITY

     The  historical  results  of  operations  of  the  Company have  not  been
significantly seasonal.  The Company believes that this could  have been partly
attributable to existing capacity constraints while operating out  of  the  old
plant  which  might  have  prevented  the Company from meeting increased demand
during peak periods.  However, the Company  anticipates  that  its  results  of
operations  in  the  future  may be somewhat seasonal in the summer and holiday
seasons.

THE COMPANY

     GENERAL

     The  following  table  sets  forth  certain  financial  information  as  a
percentage of net sales for the Company for the periods indicated.

<TABLE>
<CAPTION>
                                                       FISCAL YEAR                          INTERIM
                                          __________________________________         __________________
<S>                                         <C>           <C>           <C>           <C>          <C>
                                           1995          1996          1997          1997         1998
Net Sales                                 100.0%        100.0%        100.0%        100.0%       100.0%
Cost of Sales                              59.4          72.8          68.8          69.4         67.4
Gross Profit                               40.6          27.2          31.2          30.6         32.6
Selling and Marketing Expenses             26.6          41.3          30.5          31.9         29.1
Administrative Expenses                     5.5           9.3           8.5          10.9          5.4
Intangibles and Fixed Asset Write-offs        -             -            .5             -        -
Restructuring Charges                         -           2.6          13.3             -            -
Income (Loss) from Operations               8.5         (26.1)        (21.6)        (12.2)        (1.9)
                                          =====         ======        ======        ======        =====
</TABLE>

     1998 INTERIM PERIOD COMPARED TO 1997 INTERIM PERIOD

     NET SALES.  Net sales for  the Company decreased $.3 million, or 1.1%, for
the 1998 interim period from the  1997  interim  period to $25.5 million.  This
decrease  was primarily the result of the increase  in  discounts  provided  to
customers partially  offset by a 8.6% increase in unit sales volume in the 1998
interim period as compared  to  the  1997  interim  period.   This  increase in
discounts resulted from increased competitive activity.  The average  net sales
price on an eight ounce case equivalent basis decreased during the 1998 interim
period by approximately 8.9% as compared to the 1997 interim period.

     COST  OF  SALES.  Cost of sales for the Company decreased $.7 million,  or
4.0% for the 1998  interim  period  as  compared  to the 1997 interim period to
$17.2 million.  This decrease was primarily the result  of  lower  raw material
costs  offset, in part, by the 8.6% increase in unit sales volume in  the  1998
interim period as compared to the 1997 interim period.

                                       15

<PAGE>

     GROSS  PROFIT.   Gross  profit for the Company increased by $.4 million to
$8.3 million in the 1998 interim  period  from $7.9 million in the 1997 interim
period.  As a percentage of net sales, gross  profit  increased to 32.6% in the
1998 interim period from 30.6% in the 1997 interim period.   The  increase  was
primarily due to lower raw material costs and the increase in unit sales volume
of  8.6%,  offset  partially  by  the lower average net selling price per eight
ounce case.

     SELLING AND MARKETING EXPENSE.   The  Company  has  a  number of marketing
arrangements  with  PepsiCo pursuant to which the Company is required  to  make
certain investments in  marketing,  new  products,  packaging introductions and
certain capital goods.  The Company receives reimbursements  from PepsiCo for a
portion  of  such  expenditures, which it is able to use to offset  traditional
marketing expenses or  to  acquire  fixed  assets.   The  Company's selling and
marketing expenses are shown net of all such reimbursements from PepsiCo.

     Selling and marketing expenses for the Company decreased  $.8  million, or
9.8%,  to  $7.4  million  for  the 1998 interim period as compared to the  1997
interim period.  This decrease was  primarily due to reduced operating expenses
of $.5 million and lower marketing spending  of $.3 million in the 1998 interim
period as compared to the 1997 interim period.   The  Company  has  elected  to
reduce  the  level of marketing spending wherever possible to lessen the impact
of the lower average  net  selling price in the 1998 interim period as compared
to the 1997 interim period.

     ADMINISTRATIVE  EXPENSES.    Administrative   expenses   for  the  Company
decreased  $1.4  million  or  50.9% for the 1998 interim period from  the  1997
interim period to $1.4 million.  This decrease is primarily the result of lower
professional fees of $.9 million  which  is  due  to a substantial reduction in
civil litigation related expenses, and lower labor and other operating expenses
of  $.5  million.   As  a  percentage  of  net  sales, administrative  expenses
decreased to 5.4% during the 1998 interim period from 10.9% in the 1997 interim
period.

     INCOME/(LOSS)  FROM OPERATIONS.  Income/(loss)  from  operations  for  the
Company increased to  $(.5)  million  in  the  1998 interim period, from $(3.1)
million in the 1997 interim period.  This increase  is the result of lower cost
of sales of $.7 million, lower selling and marketing  expenses  of $.8 million,
and lower administrative expenses of $1.4 million, offset in part  by lower net
revenue  of $(.3) million for the 1998 interim period as compared to  the  1997
interim period.

     NET INCOME/(LOSS).   Net  income/(loss) increased to $(1.0) million in the
1998 interim period, from $(3.5)  million during the 1997 interim period.  This
increase is primarily the result of  lower  cost of sales of $.7 million, lower
selling  and  marketing  expenses  of  $.8 million,  and  lower  administrative
expenses of $1.4 million, offset in part  by  lower  net sales of $(.3) million
and lower other income/(expense) of $(.2) million for  the  1998 interim period
as compared to the 1997 interim period.

     LIQUIDITY AND CAPITAL RESOURCES

     At  December  31,  1997,  the Company had $13.8 million of cash  and  cash
equivalents and indebtedness for borrowed money, including short-term and long-
term borrowings and capital lease  obligations, of $29.9 million, which in turn
included $6.3 million of current and short-term obligations.

     The Company's current priority is to restore profitability with respect to
its Puerto Rican operations.  As of  December  31,  1997,  the Company has used
approximately $27.7 million, net of interest earnings, of the  cash  set  aside
from  its  September 1995 initial public offering to support these efforts, for
the repayment  of  indebtedness,  and  for  additions  to the Company's working
capital  which  has  been  and  continues  to be affected as a  result  of  the
Company's net operating losses, and to cover  a  portion  of  the  cost  of the


                                       16

<PAGE>

offering.  In addition, on April 8, 1997, the Company completed the refinancing
of  its remaining debt to include a payment schedule which more closely matches
the life of its production assets.

     Net  cash  provided  by/(used in) operating activities for the Company for
the 1998 interim period was  $(3.6)  million  compared to $(5.1) million during
the 1997 interim period.  This change was mainly  the  result  of  the net cash
loss after depreciation and amortization of $.4 million and changes  in  assets
and  liabilities  of $(4.0) million during the 1998 interim period, as compared
to $(1.8) million and  $(3.3)  million,  respectively,  for  the  1997  interim
period.   As  of  December  31,  1997,  the  Company  had  $70.5 million in net
operating  loss  carryforwards available to offset future Puerto  Rican  income
taxes and $39.3 million in net operating loss carryforwards available to offset
future U.S. taxable income.

     Net cash  provided  by/(used  in) investing activities for the Company was
$(.5)  million for the 1998 interim period,  as  compared  with  $11.6  million
during the 1997 interim period. Purchases of property, plant and equipment, net
of disposals,  amounted  to  $(.5)  million  during  the 1998 interim period as
compared  to  $(1.3)  million  during the 1997 interim period.   Proceeds  from
short-term investment were zero  during  the 1998 interim period as compared to
$12.9 million for the 1997 interim period.   No  dividends  were  received from
BAESA by the Company during the 1998 or 1997 interim periods.

     Cash  flows  provided  by/(used in) financing activities  for  the  Company
during the 1998 interim period were  $(1.6)  million compared to $(0.1) million
during the 1997 interim period.  The significant  financing  activities for the
Company  during  the 1998 interim period were the net repayment  of  debt.  The
significant financing  activities  during  the 1997  interim  period  were also
the net repayment of debt.  The  Company did not pay  any  dividends for either
the 1998 or 1997 interim periods.  In the future, the payment of dividends will
be  in  part  dependent  on  the  receipt  of dividends from BAESA, and in part
dependent  on  the  achievement  of  adequate  levels of profitability  in  the
Company's Puerto Rican operations, and, under certain  conditions, the  consent
by  Banco  Popular.  The Company  does not  expect to pay any dividends for the
foreseeable future.

     In November 1994, the Company and  its  subsidiaries entered into a Credit
Agreement with Banco Popular.  The Credit Agreement  provides for borrowings by
the Company from time to time of $5 million in revolving loans, $8.8 million in
term  loans and $15 million in non-revolving loans.  In  December  1995,  Banco
Popular  increased  the  amount the Company could borrow under revolving loans.
As of March 31, 1996, the  Company  had  outstanding under the Credit Agreement
revolving loans in an aggregate principal  amount  of $10.0 million, term loans
in an aggregate principal amount of $5.3 million and  non-revolving loans in an
aggregate principal amount of $15.0 million.  On April  8,  1997,  the  Company
entered  into a Second Restated Credit Agreement with Banco Popular, the holder
of this debt.  The effect of this new agreement was to restructure the existing
debt into  two  portions,  a  long-term  loan of $25.0 million and a short-term
revolving credit facility of $5.0 million.  Both portions bear interest at 2.5%
over LIBOR.

     The weighted average interest rate on  such  borrowings  was  8.3% for the
1998 interim period.  Beginning on May 1, 1997, the Company is required to make
monthly  payments  of principal in the amount of $.083 million with respect  to
the new term loan for  the  first  two years of the loan with annual escalating
monthly payments thereafter until the  end of the tenth year of the loan (April
1, 2007) when an $11.8 million balloon payment  is due.  The Company may prepay
certain of the loans subject to the terms and conditions of the Second Restated
Credit Agreement.

     Under the terms of the Second Restated Credit  Agreement,  the  Company is
subject to the following financial restrictions:  (i) the Company must maintain


                                       17

<PAGE>

a minimum ratio of Total Liabilities to Tangible Net Worth (as defined  in  the
Second  Restated  Credit  Agreement) of not more than 1.60 to 1 for fiscal year
1997 and 1.50 to 1 for each  fiscal  year  thereafter  during  the  term of the
Second Restated Credit Agreement; (ii) a ratio of Operating Cash Flow  to Total
Debt  Service  (as  defined in the Second Restated Credit Agreement) of 1 to  1
through June 30, 1998, 1.30 to 1 from September 30, 1998 through June 30, 1999,
and 1.5 to 1 thereafter;  (iii)  a minimum Tangible Net Worth of $37 million on
September 30, 1997 and of $39.5 million,  $42  million,  $44.5  million and $47
million, respectively, by September 30, 1998, 1999, 2000, 2001, and thereafter.
The  Company  is  also  required to maintain with Banco Popular a minimum  cash
balance of $10 million less  certain prepayments of indebtedness under the term
loan, and under certain conditions  this  amount  may  be  reduced to zero.  In
addition, under certain circumstances, the Company may be required  to prepay a
portion  of the debt.  Specifically, net proceeds of capital asset dispositions
over $.25  million  per  year,  insurance  recoveries  other  than for business
interruption not promptly applied toward repair or replacement,  a  portion  of
excess  cash  flow  (as defined in the Second Restated Credit Agreement), and a
portion of net proceeds  associated  with  any  sale of Class A shares, require
early repayment of the amounts outstanding under  this  agreement.   Certain of
the  repayment amounts offset the minimum cash balance requirement. The  entire
principal  amount  of  loans  outstanding  under  the  Second  Restated  Credit
Agreement  becomes immediately due and payable, if the Company violates any  of
these financial  restrictions.   Furthermore, the Company may not pay dividends
(other than amounts declared by and  received  from BAESA as dividends) without
the consent of Banco Popular under the Second Restated Credit Agreement.

     The  Company believes that it is currently in  full  compliance  with  the
terms of the Second Restated Credit Agreement.

     Pursuant  to the Second Restated Credit Agreement, the Company has granted
Banco  Popular  a  security  interest  in  all  its  machinery  and  equipment,
receivables, inventory  and  the  real property on which the Toa Baja plant and
the Rio Piedras plant are located.

     The Company's franchise arrangements with PepsiCo require it not to exceed
a ratio of senior debt to subordinated  debt  to equity of 65 to 25 to 10.  The
Company is currently in compliance with these covenants.

     Capital  expenditures for the Company totaled  $.5  million  in  the  1998
interim period  as  compared  to  $1.4 million in the 1997 interim period.  The
Company's  capital  expenditures  have   been  financed  by  a  combination  of
borrowings  from third parties and internally  generated  funds.   The  Company
estimates that  its  capital  expenditures for the Company for the fiscal years
1998 and 1999 may be approximately $3 million in each year.


                                       18


<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The information contained  in  Note 10  to Notes to Condensed Consolidated
Financial Statements contained in Part I of this  Report is incorporated herein
by  reference.   Except  as  described  in that Note, there  were  no  material
developments regarding legal proceedings involving the Company during the three
month period ended December 31, 1997.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS.  The following exhibits  are filed herewith or incorporated
herein:

Exhibit
NUMBER    DESCRIPTION OF EXHIBIT

3.1       Amended  and Restated Certificate of  Incorporation  of  the  Company
          (incorporated  by  reference  to  Exhibit 3.1 to the Company's Annual
          Report on Form 10-K for the fiscal year ended September 30, 1995).
3.2       Certificate  of  Amendment  of  the Company's  Amended  and  Restated
          Certificate of Incorporation.
3.3       Amended  and  Restated  By-Laws  of  the   Company  (incorporated  by
          reference to Exhibit 3.2 to the Company's Annual  Report on Form 10-K
          for the fiscal year ended September 30, 1995).
4.1       Form  of  Specimen  Stock  Certificate  representing Class  B  Shares
          (incorporated by reference to Exhibit 4.1  to  Amendment No. 3 to the
          Company's  Registration Statement on Form S-1 (Registration  No.  33-
          94620) (the "S-1 Registration Statement")).
10.1      Franchise Commitment  Letter  (incorporated  by  reference to Exhibit
          10.1 to the S-1 Registration Statement).
10.2      Letter  Agreement between the Company and PepsiCo extending  term  of
          Exclusive Bottling Appointments (incorporated by reference to Exhibit
          10.2 to the S-1 Registration Statement).
10.3      Form of Exclusive  Bottling Appointment (incorporated by reference to
          Exhibit 10.3 to the S-1 Registration Statement).
10.4      Material Differences in Exclusive Bottling Appointments (incorporated
          by reference to Exhibit 10.4 to the S-1 Registration Statement).
10.5      Concentrate Price Agreement  (incorporated  by  reference  to Exhibit
          10.5 to the S-1 Registration Statement).
10.6      Amended   and   Restated   General   Partnership  Agreement  for  BSA
          (incorporated by reference to Exhibit  10.6 to Amendment No. 1 to the
          S-1 Registration Statement).
10.7      Shareholders Agreement (incorporated by  reference to Exhibit 10.7 to
          Amendment No. 1 to the S-1 Registration Statement).
10.8      Amendment No. 1 to Shareholders Agreement  (incorporated by reference
          to  Exhibit  10.8  to  Amendment  No.  1  to  the  S-1   Registration
          Statement).
10.9      Amendment No. 2 to Shareholders Agreement (incorporated by  reference
          to   Exhibit  10.9  to  Amendment  No.  1  to  the  S-1  Registration
          Statement).
10.10     Amendment  No. 3 to Shareholders Agreement (incorporated by reference
          to Exhibit 10.10  to the Company's Annual Report on Form 10-K for the
          fiscal year ended September 30, 1995).
10.11     Stock Option Agreement  dated  as  of September 28, 1996 among Rafael
          Nin, Pepsi-Cola Puerto Rico Bottling  Company  and  the  Shareholders
          (incorporated by reference to Exhibit 1 to the Schedule 13D of Rafael
          Nin dated October 9, 1996).
10.12     Voting  Trust  Agreement  dated September 28, 1996 among Rafael  Nin,
          Pepsi-Cola   Puerto   Rico  Bottling   Company   and   the   Grantors
          (incorporated by reference to Exhibit 2 to the Schedule 13D of Rafael
          Nin dated October 9, 1996).
10.13     Consent of PepsiCo, Inc.  to  the terms of the Voting Trust Agreement
          referred to under Exhibit No. 10.12 above.
10.14     Stock Option Agreement dated as  of  October  15, 1996 between Rafael
          Nin  and  Pepsi-Cola  Puerto Rico Bottling Company  (incorporated  by
          reference to Exhibit 1  to the Amendment No. 1 to the Schedule 13D of
          Rafael Nin dated January 7, 1997).


                                       19
<PAGE>
10.15     Pepsi-Cola Puerto Rico Bottling  Company  Qualified Stock Option Plan
          dated as of December 30, 1996 (incorporated by reference to Exhibit 2
          to  the  Amendment  No. 1 to the Schedule 13D  of  Rafael  Nin  dated
          January 7, 1997).
10.16     Pepsi-Cola Puerto Rico  Bottling  Company  Non-Qualified Stock Option
          Plan dated as of December 30, 1996 (incorporated  by reference to the
          Company's Proxy Statement dated January 31, 1997).
10.17     Amendment  No.  4  to  the  Shareholders  Agreement (incorporated  by
          reference to the Exhibit 10.13 to the Company's Annual Report on Form
          10K/A-1 for the fiscal year ended September 30, 1996).
10.18     Second Restated Credit Agreement dated April 8, 1997 among Pepsi-Cola
          Puerto  Rico Bottling Company, Pepsi-Cola Puerto  Rico  Manufacturing
          Company,  Pepsi-Cola  Puerto  Distributing Company, Beverage Plastics
          Company and Banco Popular de Puerto  Rico  (incorporated by reference
          to the Exhibit 10.18 to the Company's Quarterly  Report  on Form 10-Q
          for the quarterly period ended June 30, 1997).
10.19     Master Lease Agreement dated April 18, 1997 between General  Electric
          Capital  Corporation  of  Puerto  Rico  and  Pepsi-Cola  Puerto  Rico
          Bottling  Company  (incorporated by reference to the Exhibit 10.19 to
          the Company's Quarterly  Report on Form 10-Q for the quarterly period
          ended June 30, 1997).
10.20     Amendment No. 5 to Class A  Shareholders  Agreement  (incorporated by
          reference to the Exhibit 10.20 to the Company's Quarterly  Report  on
          Form 10-Q for the quarterly period ended June 30, 1997).
10.21     Trust  Agreement  dated as of May 14, 1997 among certain shareholders
          of the Company and  Rafael Nin, as Trustee (incorporated by reference
          to Exhibit 1 to Amendment  No.  3  to  the Schedule 13D of Rafael Nin
          dated August 13, 1997).
10.22     Stock  Option  Agreement  dated  as  of May 14,  1997  among  certain
          grantors, a special committee of the Company's  Board  of  Directors,
          the Company and Rafael Nin (incorporated by reference to Exhibit  No.
          2  to  Amendment No. 3 to the Schedule 13D of Rafael Nin dated August
          13, 1997).
21.1      List of  Subsidiaries  (incorporated  by reference to Exhibit 21.1 to
          the S-1 Registration Statement).


          (b)  There were no reports on Form 8-K filed during the quarter ended
               December 31, 1997.


                                       20

<PAGE>
                              SIGNATURES


     Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the following persons  on  behalf  of  the
Registrant in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
            SIGNATURES                              TITLE                               DATE
            __________                              _____                               ____
<S>                                 <C>                                  <C>
    /S/ RAFAEL NIN                  Chief Executive Officer                       February 12, 1998
_____________________________
Rafael Nin


    /S/ DAVID L. VIRGINIA           Chief Financial Officer and Chief             February 12, 1998
_____________________________       Accounting Officer
David L. Virginia     


    /S/ WANDA RIVERA ORTIZ          Chief Accounting Officer                      February 12, 1998
_____________________________
Wanda Rivera Ortiz

</TABLE>



                                       21