SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                             FORM 10-Q/A


(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, 1995
                                    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 #2, KM 19.4
                 BARRIO CANDELARIA
               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.  <square> Yes   <checked-box> No

      As of February 13, 1996, 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
<PAGE>


            This Report on Form 10-Q/A is being filed  to  amend and restate in
its entirety (except for the information contained (i) in Footnote  7  to  the
Condensed   Consolidated   Financial   Statements,   (ii)  under  the  caption,
"Management's  Discussion and Analysis of Financial Condition  and  Results  of
Operations - BAESA"  and (iii) any other information relating to BAESA which is
not being amended by this  Report  on Form 10-Q/A) the quarterly report on Form
10-Q for the quarterly period ended  December  31,  1995 which was filed by the
Company on  February 14, 1996.



PAGE
<PAGE>

                        PEPSI-COLA PUERTO RICO BOTTLING
                           COMPANY AND SUBSIDIARIES

             INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                                                         PAGE
                                                                         NUMBER

PART I   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:
      Condensed Consolidated Balance Sheets (unaudited) at 
        December 31, 1995 and September 30, 1995                             4
      Condensed Consolidated Statements of Income / (Loss) 
        (unaudited) for the Three  Months Ended December 31, 1995 and 1994   6
      Condensed Consolidated Statements of Cash Flows (Unaudited) for 
        the Three Months Ended December 31, 1995 and 1994                    7
      Notes to Condensed Consolidated Financial Statements (Unaudited)       8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
        CONDITION AND RESULTS OF OPERATIONS                                 10

PART II  OTHER INFORMATION
     None of the items are applicable.


        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
                                           3

PAGE
<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)


<TABLE>
<CAPTION>
                                                                      December 31,                September 30,
                                                                          1995                        1995
                                                                       (unaudited)                  (audited)
                                                                     -------------                -------------
<S>                                                                  <C>                           <C>
Cash and cash equivalents                                            $   46,703                    $   46,091
Accounts receivable:
  Trade, less allowance for doubtful accounts of $1,027 on
      December 31, 1995 and $1,458 on September 30, 1995                 17,403                        16,086
  Due from PepsiCo, Inc. and affiliated companies                         2,839                         2,913
  Other                                                                     633                           341
Inventories                                                               4,137                         4,542
Prepaid expenses and other assets                                         2,426                         2,516
                                                                     ----------                    ----------
          Total current assets                                           74,141                        72,489
Investment in BAESA                                                      67,157                        74,128
Property, plant and equipment, net                                       40,032                        36,445
Intangible assets                                                         2,141                         2,163
Other assets                                                                314                           441
                                                                     ----------                    ----------
          Total assets                                               $  183,785                    $  185,666
                                                                     ==========                    ==========

</TABLE>


       SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                           4

PAGE
<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,
                                                                          1995                          1995
                                                                       (unaudited)                   (audited)
                                                                     -------------                 --------------
<S>                                                                  <C>                           <C>
Current installments of long-term debt                               $    1,550                    $    1,550
Current installments of capital lease obligations                           737                         1,204
Short-term borrowings                                                    14,836                         4,600
Accounts payable:
  Trade                                                                  12,879                        12,536
  Affiliate                                                                 664                         1,181
Income taxes payable                                                        891                           123
Deferred income taxes                                                        55                           530
Other accrued expenses                                                    5,088                         6,477
                                                                     ----------                    ----------
    Total current liabilities                                            36,700                        28,201
Long-term debt, excluding current installments                            5,977                         6,365
Capital lease obligations, excluding current installments                   788                           848
Accrued pension cost, long-term                                           2,871                         2,871
Deferred income taxes                                                    17,454                        18,732
                                                                     ----------                    ----------
    Total liabilities                                                    63,790                        57,017
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 16,500,000 shares                 165                           165
  Additional paid-in capital                                             90,738                        90,738
  Retained earnings                                                      31,049                        39,472
  Cumulative translation adjustment                                        (463)                         (232)
  Pension liability adjustment                                           (1,544)                       (1,544)
                                                                     ----------                    ----------
          Total shareholders' equity                                    119,995                       128,649
                                                                     ----------                    ----------
          Total liabilities and shareholders' equity                 $  183,785                    $  185,666
                                                                     ==========                    ==========

</TABLE>


      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
                                           5

PAGE
<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,
                                                                         1995                          1994
                                                                      (unaudited)                  (unaudited)
                                                                     ------------                  -----------
<S>                                                                  <C>                           <C>
Net Sales                                                            $   29,417                    $   28,057
Cost of Sales                                                            18,924                        16,811
                                                                     ----------                    ----------
   Gross profit                                                          10,493                        11,246
Selling and marketing expenses                                            9,872                         7,546
Administrative expenses                                                   1,598                         1,502
                                                                     ----------                    ----------
Income/(loss) from operations                                              (977)                        2,198
                                                                     ----------                    ----------
Other income (expenses):
     Interest expense                                                      (154)                         (354)
     Interest income                                                        685                            32
     Other, net                                                             129                            26
                                                                     ----------                    ----------
          Total other income (expenses)                                     660                          (296)
          Income/(loss) before income tax expense and
          equity in net earnings/(loss) of BAESA                           (317)                        1,902
Income tax expense                                                          266                           322
                                                                     ----------                    ----------
     Income/(Loss) before equity in net earnings/(loss) of
     BAESA                                                                 (583)                        1,580   
Equity in net earnings/(loss) of BAESA, net of income tax
     benefit/(expense) of $1,278 and $(486) in 1995
     and 1994, respectively                                              (2,623)                        2,552
                                                                     ----------                    ----------
Net income/(loss)                                                    $   (3,206)                        4,132
                                                                     ==========                    ==========
Earnings per common share:
     Income/(loss) before equity in net earnings of BAESA            $    (0.03)                   $     0.09
                                                                     ==========                    ==========
     Net income/(loss)                                               $    (0.15)                   $     0.23
                                                                     ==========                    ==========
Weighted average number of shares outstanding                            21,500                        18,000
                                                                     ==========                    ==========
</TABLE>



    SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                           6
PAGE
<PAGE>


PEPSI-COLA PUERTO RICO BOTTLING COMPANY
AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
(U.S. DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                        1995                         1994
<S>                                                                  <C>                          <C>
Cash flows from operating activities:
 Net income/(loss)                                                   $ (3,206)                    $ 4,132
 Adjustments to reconcile net earnings to net cash
 provided by (used
   in) operating activities:
   Gain on disposal of property, plant, and equipment                  (279)                           -
   Depreciation and amortization                                      1,251                        1,120
   Equity in net earnings/(loss) of BAESA                             2,623                       (2,552)
   Changes in assets and liabilities:
      Accounts receivable                                            (1,535)                      (2,383)
      Inventories                                                       405                         (311)
      Prepaid expenses and other current assets                          90                         (927)
                                                                     ------                       ------
      Accounts payable                                                 (174)                       3,714
      Other liabilities and accrued expenses                         (1,864)                       3,841
      Income taxes payable                                              768                          276
      Other, net                                                        127                          282
                                                                     ------                       ------
   Net cash provided by (used in) operating activities               (1,794)                       7,192
                                                                     ------                       ------
Cash flows from investing activities:
 Proceeds from the sale of property, plant and equipment                538                            -
 Purchases of property, plant and equipment                          (5,075)                      (2,617)
 Dividends received from affiliates                                   2,839                        2,839
                                                                     ------                       ------
   Net cash provided by (used in) investing activities               (1,698)                         222
                                                                     ------                       ------
Cash flows from financing activities:
 Proceeds from short-term borrowings                                 10,236                          500
 Repayment of long-term debt                                           (388)                        (387)
 Repayment of capital lease obligations                                (527)                        (630)
 Dividends paid                                                      (5,217)                      (4,610)
                                                                     ------                       ------
   Net cash provided by (used in) financing activities                4,104                       (5,127)
                                                                     ------                       ------
Net increase in cash and cash equivalents                               612                        2,287
Cash and cash equivalent at beginnings of period                     46,091                        1,347
                                                                     ------                       ------
Cash and cash equivalent at the end of period                       $46,703                       $3,634
                                                                     ======                       ======
Supplemental disclosures:
Cash paid for:
 Interest                                                           $   409                       $  354
 Income taxes                                                            --                           --
</TABLE>


  SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
                                           7

PAGE
<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, 1995.  In
the  opinion  of the Company's management, the  unaudited consolidated  interim
financial statements  reflect  all  adjustments, including those related to the
restatement of the results of operations for the first quarter, necessary for a
fair presentation.  For additional information, please refer to page 10 of this
Form 10-Q/A.  Operating results for the  three  months  ended December 31, 1995
are  not  necessarily indicative of the results that may be  expected  for  the
fiscal year ended September 30, 1996.

(2)  INVENTORIES

     Inventories consist of the following:
<TABLE>
<CAPTION>
                                                                 December 31, 1995           September 30,  1995
<S>                                                            <C>                           <C>
Raw materials                                                  $   969                       $ 1,247
Finished goods                                                   1,931                         2,048
Other                                                            1,237                         1,247
                                                               -------                       -------
                                                               $ 4,137                       $ 4,542
                                                               =======                       =======
</TABLE>

(3) PROPERTY, PLANT AND EQUIPMENT, NET

     Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
                                                               December 31,                  September 30,
                                                                 1995                          1995
                                                               ------------                  -------------
<S>                                                            <C>                           <C>
Land and improvements                                          $ 1,159                       $ 1,159
Buildings and improvements                                       5,592                         5,592
Machinery, equipment and vehicles                               35,979                        36,173
Bottles, cases and shells                                        1,606                         1,585
Furniture and fixtures                                           2,166                         1,833
Construction in process                                         16,681                        12,224
                                                               -------                       -------
                                                                63,184                        58,566
Less accumulated depreciation and amortization                 (23,152)                      (22,121)
                                                               -------                       ------- 
 Property, plant and equipment, net                            $40,032                       $36,445
                                                               =======                       =======

</TABLE>


     The Company  capitalizes  interest  cost  as  a  component  of the cost of
certain building and improvements, and machinery.  The following is  a  summary
of interest cost incurred:

<TABLE>
<CAPTION>
                                                                  1995                         1994
                                                               -------                       -------
<S>                                                            <C>                           <C>
Interest cost capitalized                                      $   255                       $    --
Interest cost charged to income                                    154                           354
                                                               -------                       -------
                                                               $   409                       $   354
                                                               =======                       =======
</TABLE>



                                           8
PAGE
<PAGE>

                        PEPSI-COLA PUERTO RICO BOTTLING
                           COMPANY AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


(4)  SHAREHOLDERS' EQUITY

     The  Company  declared  and paid cash dividends of $5,217 during the three
months  ended December 31, 1995  and  $4,610  during  the  three  months  ended
December 31, 1994.

     In connection  with  the Company's September 19, 1995 public offering (the
"Offering") of 7,000,000 Class B common shares, the Company changed its capital
structure to 5,000,000 authorized  shares  of  $0.01  par  value Class A common
shares  and  35,000,000  authorized  shares of $0.01 par value Class  B  common
shares.

     On August 14, 1995, the Company's  Board of Directors declared a 24,000 to
1 stock split effective concurrently with  the  effective date of the Offering.
The par value of each share is $0.01.  A total of  $179  was  reclassified from
the Company's additional paid-in capital account the Company's  Class  A  and B
common  share accounts.  All share and per share amounts have been restated  to
retroactively reflect the stock split.

     Earnings  per  common  share  are determined by dividing net income by the
weighted average number of common shares outstanding during each year.

(5)  INCOME TAX

     Income tax expense for the three  months  ended December 31, 1995 and 1994
consisted of the following:

<TABLE>
<CAPTION>
                                                                1995                        1994
                                                              --------                    --------
<S>                                                           <C>                         <C>
          Current                                             $266                        $322
          Deferred                                              --                          --
                                                              --------                    --------
          Income tax expense                                  $266                        $322
                                                              ========                    ========
</TABLE>

     Deferred income tax (benefit) / expense of $(1,278) and $486 for the three
month period ended December 31, 1995 and 1994, respectively, have been provided
in connection with the Company's equity in net earnings / (loss) of BAESA.

(6)  RELATED PARTY TRANSACTIONS

     The Company paid approximately $637 and $422 during the three months ended
December  31,  1995  and 1994, respectively, for advertising  fees  to  a  firm
controlled by a shareholder of the Company.

     The Company paid  approximately $232 and $73 during the three months ended
December 31, 1995 and 1994,  respectively, for consulting fees to a shareholder
and director of BAESA.

     The Company paid approximately $150 during the three months ended December
31, 1995 for construction management  services to a shareholder and director of
the Company.



                                           9
PAGE
<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

     This  report on Form 10-Q/A  is  being  filed  to  restate  the  Condensed
Consolidated  Financial  Statements  of  the Company which were included in the
Company's report on Form 10-Q for the three-month  period  ended  December  31,
1995  which  was  filed on February 14, 1996.  Subsequent to the filing of that
report, the Company  discovered  accounting  irregularities which resulted in a
substantial  understatement  of  certain expenses,  primarily  discounting  and
marketing expenses, and a corresponding overstatement of income from operations
for both the three-month period ended  December  31,  1995, and the three-month
period  ended March 31, 1996.  A separate report on Form  10-Q/A  amending  the
Company's  report  on Form 10-Q for the three-month period ended March 31, 1996
is being filed simultaneously with this report.  As a result of the restatement
contained in this report,  the  Company is reporting a loss from operations for
the three months ended December 31,  1995 of $(1.0) million, rather than income
from operations of $2.4 million which  was  reported  in  its  originally filed
report on Form 10-Q for its first fiscal quarter.

     After  discovering the accounting irregularities, the Company's  Board  of
Directors retained  Rogers  &  Wells  as  independent  counsel  to  conduct  an
investigation  of  the  circumstances  which  resulted  in  the irregularities.
Rogers  &  Wells,  working  with  the  independent  accounting  firm  of  Price
Waterhouse,  which was retained to assist with the investigation,  conducted  a
thorough investigation  of  these  circumstances and has made its report to the
Company's Board of Directors.  Taking  into  consideration  the findings of the
investigation  and  in consultation with the Company's independent  accountants
regarding their materiality,  the Company concluded that the irregularities did
not have a material effect on any  Company  financial  statements  prior to the
first and second quarters of fiscal 1996, and thus that no restatements for any
prior periods are required.

     The  following  discussion  of  the  financial  condition  and results  of
operations of the Company and of BAESA should be read in conjunction  with this
overview and the Condensed Consolidated Financial Statements of the Company and
of  BAESA,  and  the  Notes thereto, as of and for the three-month period ended
December 31, 1994 and 1995  (the  "1995  interim  period" and the "1996 interim
period," respectively).

     PRESENTATION OF FINANCIAL INFORMATION

     In  addition  to  conducting  its  own  bottling operations,  the  Company
indirectly  owns 12,345,347 shares, or approximately  17%  of  the  outstanding
capital stock,  and  exercises  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.    The  financial  information relating to  the
Company set forth below reflects the operations of the  Company  and its equity
interest in the net earnings of BAESA.

     SEASONALITY

     The  historical  results  of  operations  of  the  Company  have not  been
significantly seasonal.  The Company believes that this is partly  attributable
to  existing  capacity constraints in recent years which prevented the  Company
from meeting increased  demand  during  peak  periods.    However,  the Company
anticipates  that  its  results of operations in the future may be increasingly
seasonal in the summer and holiday seasons.


                                           10
PAGE
<PAGE>

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
                                            ------------------------------------------          ------------------------
                                              1993              1994             1995              1995            1996
                                           --------          --------         --------          --------        --------
<S>                                        <C>               <C>              <C>               <C>             <C>
Net Sales                                    100.0%            100.0%           100.0%            100.0%          100.0%
Cost of Sales                                 59.8              58.2             59.4              59.9            64.3
Gross Profit                                  40.2              41.8             40.6              40.1            35.7
Selling and Marketing Expenses                28.0              29.3             26.6              26.9            33.5
Administrative Expenses                       11.5              10.1              5.5               5.4             5.4
Intangibles and Fixed Asset Writeoffs           --               2.8               --                --              --
Income (Loss) from Operations                  0.8              (0.4)             8.5               7.8            (3.2)
</TABLE>


      1996 INTERIM PERIOD COMPARED TO 1995 INTERIM PERIOD

      NET SALES.  Net  Sales  for the Company increased $ 1.4 million, or 4.9%,
for the 1996 interim period from  the  1995  interim  period  to $29.4 million.
This  increase  was  primarily  the  result of a 9% increase in beverage  sales
volume partially offset by an increase  in  discounts  provided to customers in
the 1996 interim period as compared to the 1995 interim  period.  This increase
in  discounts resulted from increased competitive activity.   The  average  net
sales  price  on  an  eight  ounce  equivalent  basis decreased during the 1996
interim period by approximately 3.6% as compared to the 1995 interim period.

      COST OF SALES.  Cost of sales for the Company  increased $2.1 million, or
12.6%  for  the  1996  interim  period from the 1995 interim  period  to  $18.9
million.  This increase resulted primarily from the increase in sales volume, a
larger  percentage  of sales volume  in  two-liter  plastic  packages  and  the
increase in the costs of raw materials, principally aluminum cans and resin for
the production of plastic  bottles  and preforms, and was partially offset by a
decrease in costs attributable to increased  efficiency  principally  due  to a
reduction in overtime costs.

      GROSS PROFIT.  Gross profit for the Company decreased by $0.8 million  to
$10.4 million in the 1996 interim period from $11.2 million in the 1995 interim
period.   As  a percentage of net sales, gross profit decreased to 35.7% in the
1996 interim period  from 40.1% in the 1995 interim period due primarily to the
higher raw materials costs and higher discounts offered to customers.

      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 increased $2.3 million, or
30.8%, to $9.9 million for the  1996  interim  period  from  the  1995  interim
period.  This  increase  is  the result of higher marketing activities incurred
during the first quarter of fiscal  year  1996 in connection with the launch of
Teem, a lemon/lime soft drink, during October  1995, as well as other marketing
activities undertaken to promote the Company's products.

      ADMINISTRATIVE  EXPENSES.   Administrative  expenses   for   the  Company
increased  $0.1  million  or  6.4%  for  the 1996 interim period from the  1995
interim period to $1.6 million.  As a percentage  of  net sales, administrative
expenses  remained  at  5.4% during the 1996 interim period  and  1995  interim
period.


                                           11
PAGE
<PAGE>

      INCOME FROM OPERATIONS.   Income  (loss)  from operations for the Company
decreased to ($1.0) million in the 1996 interim   period,  from $2.2 million in
the  1995  interim period.  The decrease is the result of a lower  average  net
sales price,  higher  cost  of  sales and higher selling and marketing expenses
during the 1996 interim period.

      INCOME TAX EXPENSE.  Income tax expense for the Company decreased by $0.1
million for the 1996 interim period  to  $0.3 million.  In 1995 a larger amount
of the Company's net income was generated  by  those  subsidiaries  subject  to
income taxes than subsidiaries eligible for income tax exclusions.

      EQUITY IN NET EARNINGS (LOSS) OF BAESA, NET OF INCOME TAX.  Equity in net
earnings  (loss) of BAESA, net of income tax, amounted to $(2.6) million during
the 1996 interim  period,  compared  to  $2.6  million  during the 1995 interim
period.  The decrease is attributable to losses incurred  by BAESA for the 1996
interim  period  resulting  from  restructuring  charges  in  connection   with
continued depressed economic conditions in Argentina, lower sales volume levels
in  Argentina  resulting from such economic conditions, and lower profitability
achieved in BAESA's Brazilian operations.

      NET INCOME.   Net  income/(loss)  for  the  1996  interim  period for the
Company  was  ($3.2) million, compared to $4.1 million during the 1995  interim
period.  Net loss  in  the 1996 interim period primarily reflects the loss from
operations of $1.0 million  and  the equity in net loss of BAESA, net of income
tax of $(2.6) million as compared  to  equity  in net earnings of BAESA of $2.6
million in the 1995 interim period.

LIQUIDITY AND CAPITAL RESOURCES

      At December 31, 1995, the Company had $46.7  million  of  cash  and  cash
equivalents,   and   indebtedness  for  borrowed  money,  including  short-term
borrowings and capital lease obligations, of $23.9 million.

      Net cash provided  by (used in) operations activities for the Company for
the 1996 interim period was  $(1.8) million compared to $7.2 million during the
1995 interim period.   As of December  31,  1995, the Company has $25.7 million
in net operating loss carryforwards available  to  offset  future  Puerto Rican
income  taxes.  The  Company  believes  that  net  cash  provided  by operating
activities   for   the  Company  will  be  sufficient  to  meet  its  operating
requirements for the foreseeable future.

      Cash flows provided  by  (used  in)  investing activities for the Company
amounted to $(1.7) million during the 1996 interim  period, as compared to $0.2
million  during  the  1995 interim period.  Purchases of  property,  plant  and
equipment, net amounted to $5.1 million during the 1996 interim period compared
to $2.6 million during  the 1995 interim period.  Dividends received from BAESA
amounted to $2.8 million for the interim periods 1996 and 1995.

      Cash flows provided  by  (used  in)  financing activities for the Company
during the 1996 interim period was $4.1   million  compared  to  $(5.1) million
during the 1995 interim period.  The significant financing activities  for  the
Company in the 1996 and 1995 interim periods were the payments of dividends and
the  repayment  of  debt.  In the 1996 interim period the Company also received
proceeds from the issuance  of  notes  of $10.2 million.  The Company paid $5.2
million and $4.6 million in the 1996 and 1995 interim periods, respectively, in
dividends.

      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 may borrow under revolving loans to
$10.0 million.  As of December  31, 1995, 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 $7.2 million  and  non-
revolving  loans in an aggregate principal amount of $4.0 million.  These loans
mature  on  April   30,  1996,  December  18,  2000  and  September  30,  1996,
respectively, and bear  interest  at  a  floating rate of 2% over and above the
cost to Banco Popular of "936 Funds" (as defined  below)  (the "936 Rate").  At
December 31, 1995, the 936 Rate was 5.7%.

                                           11
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<PAGE>

      The weighted average interest rate on such borrowings  was  7.7%  in  the
first  three  months  of  the fiscal year 1996.  "936 Funds" are defined in the
Credit Agreement as deposits  in U.S. dollars in immediately available funds by
Section 936 Corporations on the  first day of the relevant funding period for a
period equal to such funding period and in an amount equal or comparable to the
principal amount of the relevant loan.  The Company is required to make monthly
payments of principal in the amount of $128,205 with respect to the outstanding
term loans.  The Company may prepay  certain  of the loans subject to the terms
and conditions of the Credit Agreement.  Prior  to  the time that any expansion
opportunities may become available the Company may use  a  portion  of  the net
proceeds of an initial public offering completed in September 1995 to repay the
current  amount  outstanding  on the $10.0 million maximum principal amount  of
outstanding  short-term  revolving   credit   indebtedness   under  the  Credit
Agreement.

      Under the terms of the Credit Agreement, the Company is  subject  to  the
following  financial  restrictions:   (i)   the Company must maintain a minimum
Operating  Cash Flow to total Debt Service ratio  (as  defined  in  the  Credit
Agreement) of  1.50  to  1  for  each fiscal year during the term of the Credit
Agreement, (ii) a minimum ratio of  current  assets  to  current  liabilities of
0.40,  0.60,  0.75  and 1.00 to 1, respectively, and a maximum ratio  of  Total
Liabilities to Tangible  Net Worth of 4.0, 4.0, 3.0 and 2.0 to 1, respectively,
for the fiscal year 1996 through  1998  and  thereafter,  and  (iii)  a minimum
Tangible  Net Worth of $15 million through the end of the fiscal year 1996  and
of $18 million,  $21.5 million, $25 million and $30 million for each succeeding
fiscal year thereafter.   The  Company  is  currently  in compliance with these
financing restrictions.  The entire principal amount of loans outstanding under
the Credit Agreement becomes immediately due and payable,  subject  to  a  cure
period,   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 if
an event of default under the  Credit  Agreement  (including a violation of the
financial restrictions described above) has occurred  or would occur because of
the payment of dividends.

      Pursuant to the 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  arraignments  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 $5.1 million in the 1996
interim period and $2.6 million in the   1995  interim  period.   The Company's
capital  expenditures  have  been financed by a combination of borrowings  from
third parties and internally generated funds.  The Company expects that it will
make significant capital expenditures in the fiscal year 1996 primarily for the
completion of the construction  of  the  Toa  Baja  plant,  as  well as for the
acquisition  of trucks, and related bottling company investments within  Puerto
Rico, which will  be  financed  with  a  combination  of  borrowings from third
parties and internally generated funds.



                                           13
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<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                      October 7, 1996
----------------------------
Rafael Nin


   /S/ DAVID L. VIRGINIA                        Chief Financial Officer and Chief            October 7, 1996
----------------------------
David L. Virginia                               Accounting Officer
</TABLE>




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