SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          FORM 10-Q/A

                        Amendment No. 2


(Mark One)
/x/         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended March 31, 1996
                                  or
/ /         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. /x/ Yes  / / No

      As  of May 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.



           This Report on Form 10-Q/A is being filed to amend and
restate in its entirety the quarterly report on Form 10-Q for the
quarterly period ended March 31, 1996 which was originally  filed
by  the  Company on May 15, 1996 and which was amended on October
8, 1996.





                 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)              4
       at March 31, 1996 and September 30, 1995
   Condensed Consolidated Statements of Operations                6
       (unaudited) for the Six Months Ended March 31, 1996 and
       1995
   Condensed Consolidated Statements of Operations                7
       (unaudited) for the Three Months Ended March 31, 1996
       and 1995
   Condensed Consolidated Statements of Cash Flows                8
       (unaudited) for the Six Months Ended March 31, 1996 and
       1995
   Notes to Condensed Consolidated Financial Statements           9
       (unaudited)
                                                             
Item 2.  Management's Discussion and Analysis of Financial         
         Condition and Results of Operations                     14
                                                             
PART II  OTHER INFORMATION                                   
                                                             
Item 5.  Other Information                                       19








 See accompanying notes to condensed consolidated financial statements.

                                  3


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)
                                
                                
                                          March 31,   September 30,
                                              1996        1995
                                        ------------- -------------
                 ASSETS                  (unaudited)
Cash and cash equivalents                $   48,348    $  46,091
Accounts receivable:                                    
 Trade, less allowance for doubtful                      
  accounts of $1,059 at                     
  March 31, 1996 and $1,458 at                     
  September 30, 1995                         14,428       16,086
 Due from PepsiCo, Inc. and affiliated           
  companies                                   2,004        2,913
 Other                                          571          341
Inventories                                   4,666        4,542
Prepaid expenses and other current assets     5,530        2,516
                                           --------     --------
         Total current assets                75,547       72,489
Investment in BAESA                          62,601       74,128
Property, plant and equipment, net           47,111       36,445
Intangible assets, net                        2,128        2,163
Notes receivable - officers and employees       775            -
Other assets                                  1,324          441
                                           --------    ---------
         Total assets                      $189,486    $ 185,666
                                           ========    =========









See accompanying notes to condensed consolidated financial statements.

                                4


                 PEPSI-COLA PUERTO RICO BOTTLING
                    COMPANY AND SUBSIDIARIES
                                
              CONDENSED CONSOLIDATED BALANCE SHEETS
                   (U.S. Dollars in thousands)
                                
              LIABILITIES AND SHAREHOLDERS' EQUITY

                                                   March 31,     September 30,
                                                     1996           1995
                                                  -----------   -------------
Liabilities:                                       (unaudited)
Current installments of long-term debt             $  1,550    $    1,550
Current installments of capital lease obligations       253         1,204
Short term borrowings                                25,785         4,600
Accounts payable:                                       
 Trade                                                15,295       12,536
 Affiliate                                             1,674        1,181
Income taxes payable                                     455          123
Deferred income taxes                                    530          530
Other accrued expenses                                 5,279        6,477
						    --------      -------
 Total current liabilities                            50,821       28,201

Long-term debt, excluding current installments         5,590        6,365
Capital lease obligations, excluding current        
 installments                                            733          848
Accrued pension cost, long-term                        2,871        2,871
Deferred income taxes                                 15,969       18,732
                                                    --------      -------
    Total liabilities                                 75,984       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                                     24,614       39,472
Cumulative translation adjustment                       (521)        (232)
Pension liability adjustment                          (1,544)      (1,544)
                                                     -------      -------
       Total shareholders' equity                    113,502      128,649
                                                     -------      -------
       Total liabilities and shareholders' equity    189,486      185,666
                                                     =======      =======



See accompanying notes to condensed consolidated financial statements.

                                5




                 PEPSI-COLA PUERTO RICO BOTTLING
                    COMPANY AND SUBSIDIARIES
                                
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        (U.S. Dollars in thousands except per share data)
                           (Unaudited)
                                             Six Months Ended March 31,
                                                1996         1995
                                             -----------   -----------
                                                        
Net Sales                                   $   54,502      $  52,802
Cost of Sales                                   35,065         30,887
                                                ------         ------
   Gross profit                                 19,437         21,915        
Selling and marketing expenses                  20,626         14,705        
Administrative expenses                          3,323          2,954
                                                ------          -----
Income/(loss) from operations                   (4,512)         4,256
                                                ------          -----
Other income (expenses):                                
    Interest expense                              (365)          (731)
    Interest income                              1,365             77
    Other, net                                     220            460
                                                ------          ------
     Total other income (expenses)               1,220           (194)
                                                ------          ------
     Income/(loss) before income tax expense                    
     and equity in net earnings/(loss) of BAESA (3,292)         4,062
Income tax expense                                 691            637
    Income/(loss) before equity in net                      
earnings/(loss) of BAESA                        (3,983)         3,425
Equity in net earnings/(loss) of BAESA,                 
net of income tax                                       
    benefit/(expense) of $2,763 and                     
    $(1,016) in 1996                                 
    and 1995 respectively                       (5,637)         5,336
                                                -------         -----
    Net income/(loss)                          $(9,620)         8,761
                                               ========         =====
Earnings per common share:                              
    Income/(loss) before equity in net           
earnings/(loss) of BAESA                       $ (0.19)         $ 0.19
                                              ==========       =======
    Net income/(loss)                          $ (0.45)         $ 0.49
                                              ==========       =======
Weighted average number of shares                       
outstanding                                     21,500          18,000
                                              ==========      ========






See accompanying notes to condensed consolidated financial statements.

                                6



                 PEPSI-COLA PUERTO RICO BOTTLING
                    COMPANY AND SUBSIDIARIES
                                
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        (U.S. Dollars in thousands except per share data)
                           (Unaudited)

                                           Three Months Ended March 31,
                                              1996              1995
                                           --------------  ------------
                                                        
Net Sales                                   $  25,085        $   24,745
Cost of Sales                                  16,141            14,076
                                           ----------        ----------
   Gross profit                                 8,944            10,669
Selling and marketing expenses                 10,754             7,159
Administrative expenses                         1,725             1,452
                                           ----------        ----------
Income/(loss) from operations                  (3,535)            2,058
                                           ----------        ----------
                                                        
Other income (expenses):                                
    Interest expense                            (211)              (377)
    Interest income                              680                 45
    Other, net                                    91                434
                                           ---------         ----------
            Total other income (expenses)        560                102 
            Income/(loss) before income tax                     
              expense and equity in net
              earnings/(loss) of BAESA        (2,975)             2,160
Income tax expense                               425                315
                                            --------         ----------
    Income/(Loss) before equity in net                      
      earnings/(loss) of BAESA                (3,400)             1,845
Equity in net earnings/(loss) of BAESA,                 
  net of income tax benefit/(expense)
  of $1,485 and $(530) in 1996
  and  1995, respectively                     (3,014)             2,784
Net income/(loss)                           $ (6,414)             4,629
                                                        
Earnings per common share:                              
    Income/(loss) before equity in net          
       earnings of BAESA                    $  (0.16)        $    0.10
                                            ========         =========
    Net income/(loss)                       $  (0.30)        $    0.26
                                            ========         =========
                                                            
Weighted average number of shares                       
outstanding                                  21,500             18,000
                                            ========          ========



See accompanying notes to condensed consolidated financial statements.



                                    7



                                
             PEPSI-COLA PUERTO RICO BOTTLING COMPANY
                        AND SUBSIDIARIES
                                
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            Six Months Ended March 31, 1996 and 1995
                   (U.S. Dollars in thousands)
                           (Unaudited)

                                                         1995       1994
 Cash flows from operating activities:                ----------- ---------- 
 Net income/(loss)                                    $  (9,620)  $  8,761
 Adjustments to reconcile net earnings to               
  net cash provided by (used in) operating
  activities:
  Gain on disposal of property, plant, and equipment       (529)     (455)
  Depreciation and amortization                           2,525      2,420
  Equity in net earnings/(loss) of BAESA                  5,637     (5,336)
  Changes in assets and liabilities:                    
      Accounts receivable                                 2,337       (546)
      Inventories                                          (124)       660 
      Prepaid expenses and other current assets          (3,014)    (4,130)
                                                                             
      Accounts payable                                    3,252      4,421
      Other liabilities and accrued expenses             (1,199)     3,095
      Income taxes payable                                  332        400
      Other, net                                           (883)       206
                                                       --------     -------
  Net cash provided by (used in) operating activities    (1,286)     9,496
                                                       --------     -------
                                                        
 Cash flows from investing activities:                  
 Proceeds from the sale of property,                    
   plant and equipment                                    1,175        483
 Purchases of property, plant and                       
   equipment                                            (13,802)    (4,801)
Increase in notes receivable-officers and employees        (775)       -
Dividends received from affiliates                        2,839      2,839
                                                       --------    -------
  Net cash (used in) investing activities               (10,563)    (1,479)
                                                       --------    -------
                                                        
 Cash flows from financing activities:                  
 Proceeds from short term borrowings                     21,185        500
 Repayment of long-term debt                               (775)      (775)
 Repayment of capital lease obligations                  (1,066)     (1,296)
 Dividends paid                                          (5,238)     (4,696)
                                                        -------      -------
  Net cash provided by (used in) financing              
   activities                                            14,106      (6,267)
                                                       --------     -------
                                                        
 Net increase in cash and cash                          
   equivalents                                            2,257       1,750
 Cash and cash equivalent at beginning                  
   of period                                             46,091       1,347
 Cash and cash equivalent at the end of                --------     -------
 period                                                $ 48,348     $ 3,097
 Supplemental disclosures:                             ========     ======= 
                                                        
 Cash paid for:                                         
 Interest                                              $    988     $   731
 Income taxes                                           
                                                            186         211

  See accompanying notes to condensed consolidated financial statements.


                                8


                 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
second   quarter,   necessary  for  a  fair  presentation.    For
additional information, please refer to page     of this Form 10-
Q/A.    Operating  results for the six months  and  three  months
ended  March  31,  1996  are not necessarily  indicative  of  the
results  that may be expected for the fiscal year ended September
30, 1996.

     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
and six-month periods ended March 31, 1996 which was filed on May
15,  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.  As a result of the restatement contained in this
report, the Company is reporting a net loss for the three  months
ended  March  31,  1996 of $(6.4) million, or $(.30)  per  share,
rather  than net income of $(0.70) million, or $(0.03) per share,
which  was  reported in the originally filed report on Form  10-Q
for its second fiscal quarter.

(2) Inventories

    Inventories consist of the following:
                                             March 31,   September 30,
                                               1996          1995
                                             ---------   ------------
                                                                  
     Raw materials                           $1,546      $  1,247
     Finished goods                           2,240         2,048
     Other                                      880         1,247
                                             ------      --------
                                             $4,666      $  4,542
                                             ======      ========

 (3)    Property, Plant and Equipment, Net

    Property, plant and equipment consists of the following:

                                             March 31,   September 30,
                                               1996         1995
                                             ---------   -------------
     Land and improvements                   $1,159      $  1,159
     Buildings and improvements               5,592         5,592
     Machinery, equipment and vehicles       36,511        36,173
     Bottles, cases and shells                1,313         1,585
     Furniture and fixtures                   2,529         1,833
     Construction in process                 23,956        12,224
                                            ---------    ------------
                                             71,060        58,566
     Less accumulated depreciation and      
       amortization                         (23,949)      (22,121)
                                           ----------   -------------
      Property, plant and equipment, net    $47,111      $ 36,445
                                           ==========   =============



                                 9




     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:

                                                   March 31,
                                               1996        1995
                                            ---------- -----------             
     Interest cost capitalized               $ 623        $  -
     Interest cost charged to income           365           731
                                            ---------- -----------
                                             $ 988        $  731






















                                  10


                 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 $5,238  during
the six months ended March 31, 1996 and $4,696 during the six months
ended March 31, 1995.

     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  to  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 six months ended March 31, 1996  and
1995 consisted of the following:
                                                 March 31,
                                               1996        1995
                                            ----------- ----------            
        Current                                 $691       $637
        Deferred                                 -          -
                                            ----------- ----------
        Income tax expense                      $691       $637
                                            =========== ==========

     Deferred income tax benefit / (expense) of $2,763 and  $(1,016)
for   the   six  month  period  ended  March  31,  1996  and   1995,
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 $1,101 and $771 during the  six
months  ended March 31, 1996 and 1995, respectively, for advertising
fees to a firm controlled by a shareholder of the Company.

     The  Company  paid approximately $232 and $146 during  the  six
months  ended March 31, 1996 and 1995, respectively, for  consulting
fees to a shareholder and director of BAESA.

     The Company paid approximately $151 during the six months ended
March 31, 1996 for construction management services to a shareholder
and director of the Company.




                                11



                  PEPSI-COLA PUERTO RICO BOTTLING
                      COMPANY AND SUBSIDIARIES
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(7) Investment in BAESA

    The following condensed unaudited financial information relating
to  BAESA as of March 31, 1996 and 1995, and for the six months then
ended  and  audited  balance  sheet  financial  information  as   of
September 30, 1995 (in thousands of U.S. dollars) has been  provided
to  the  Company  by  BAESA; its inclusion in  this  report  is  for
information purposes only and the Company makes no representation as
to the accuracy or completeness of such information.  At the time of
filing  of this Form 10-Q/A, 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.


                                          March 31,    September 30,
                                             1996        1995
                                          (unaudited)   (audited)
                    ASSETS               ------------ --------------
     Cash and cash equivalents            $37,436     $ 57,617
     Accounts receivable, net             106,422      105,478
     Inventories                           51,080       56,349
     Other current assets                  32,322       25,933
                                          ---------    --------
          Total current assets            227,260      245,377
                                                       
     Property, plant and equipment, net   703,364      655,414
     Intangible assets, net                85,418       88,017
     Investment in joint venture          110,630      107,385
     Deferred income tax, net              20,978       10,530
     Other assets                          29,845       21,201
                                          --------    ---------
       Total assets                    $1,177,495   $1,127,924
                                       ===========  ===========
                                                       
                LIABILITIES                            
                                               
     Current installments of long-term  
       debt                              $ 59,111     $ 48,457
     Bank loans and overdrafts            260,769      182,672
     Accounts payable, income taxes       
       payable, and accrued expenses      145,348      114,950
                                         --------     --------
          Total current liabilities       465,228      346,079
                                                       
     Long-term debt, excluding current          
     installments                         321,461      323,737
     Deferred income taxes                  8,288        7,625
     Other long-term liabilities           10,441       10,715
                                         --------     --------
       Total liabilities                  805,418      688,156
                                         ========     ========              
     Total shareholders' equity           372,077      439,768
     Total liabilities and               
       shareholders' equity            $1,177,495  $ 1,127,924
                                       ==========  ===========




                                 12



                 PEPSI-COLA PUERTO RICO BOTTLING
                    COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

                                Six Months Ended       Three Months Ended
                                   March 31,                March 31, 
                              -----------------------  ----------------------
  RESULTS OF OPERATIONS          1996         1995       1996       1995
                              (Unaudited) (Unaudited) (Unaudited) (Unaudited)
                                                           
  Net sales                     $427,525    $366,585    $200,403  $198,977
  Cost and expenses:                                    
    Cost of sales               (236,138)   (184,277    (118,280   (98,084)
    Selling and marketing       (142,817)    (80,040)    (74,165)  (47,617)
    Administrative expenses      (57,493)    (43,710)    (26,740   (25,012)
    Restructuring charges        (11,540)       -            -         -
    Start-up costs in Brazil      (1,778)     (3,162)     (1,134)      -
                              ----------    --------    ---------  --------
                                (449,766)   (311,189)   (220,319) (170,713)
                              ----------    --------    ---------  --------
     Income / (loss) from
       operations                (22,241)     55,396     (19,916)   28,264

  Other expenses, net            (40,508)     (9,022)    (21,740)   (5,885)
                              ----------    ---------   ---------  ---------
     Income / (loss) before     
     income tax (expense) /   
     benefit and equity in
     earnings of affiliated
     company                     (62,749)     46,374     (41,656)   22,379
     Income tax (expense) /     
     benefit                       8,994     (10,147)     13,072)   (3,664)
                              -----------    --------   ----------  ---------
     Income / (loss) before     
     equity in earnings of    
     affiliated company          (53,755)     36,227     (25,584)   18,715 
     Equity in earnings of      
     affiliated company            4,430       2,974       2,166     1,738
                              -----------    --------   ----------- ---------
     Net income / (loss)       $ (49,325)    $39,201   $ (26,418)   $20,453
                              ===========    =========  =========== =========

                                        13
                                



                        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  and  six-month
periods  ended March 31, 1996 which originally was filed on May  15,
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 December 31, 1995 was 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 March 31, 1996 of $(3.5) million,  rather  than
income  from  operations of $2.2 million which was reported  in  the
originally filed report on Form 10-Q for its second 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
auditors 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 no restatements for any prior  periods  are
required.

   Based  on the Company's investigation, the Company believes  that
the  accounting irregularities involved a series of entries made  in
the Company's accounting records by certain employees of the Company
which  had  the  effect  of  improperly recording  certain  expenses
(primarily  marketing  and discounting expenses)  as  non-chargeable
items,  or  of  not recording such expenses at all.   These  entries
resulted in a corresponding overstatement of the Company's operating
income.

   In  consultation  with its auditors, and with  Price  Waterhouse,
which  assisted with the independent counsel investigation into  the
accounting irregularities, the Company has taken definitive steps to
insure that internal management and accounting controls will prevent
future accounting irregularities.  Certain employees who the Company
believes   were  principally  involved  in  causing  the  accounting
irregularities,  are  no longer employed by the  Company  or  remain
under strict supervision.  In addition, the Company has replaced the
senior  officers in charge of the Company's accounting records  with
individuals  whose integrity is not in question.   The  Company  has
adopted a comprehensive series of strict new internal management and
accounting controls including implementation of strict control  over
preparation,  review  and  documentation  of  all  entries  to   the
Company's books of account, monthly review of all journal entries by
the Company's independent internal audit function and adoption of  a
corporate  code  of  ethics.   Also, the  Company  has  created  the
position  of  financial account analyst who  will  be  charged  with
monthly  review of all significant account balances.  There  is,  as
well,  a  heightened level of awareness on the part of the  internal
audit  committee.   The  chairmanship  of  the  committee  has  been
assigned  to  a  person  very experienced in  the  field  of  public
accounting.   Analysis  of  the  Company's  sensitive  and  critical
accounts  is  being  reviewed at the highest levels  of  management.
Furthermore,   implementation  of  procedures  to  liquidate   those
accounts related to credits and discounts granted to customers on  a
timely  basis, so as to reduce the level of uncertainty inherent  in
estimating the appropriate balance accrued at the end of each month,
have  been implemented.  Finally, a process of mutual reconciliation
with  the Company's franchisor in so far as amounts due from and  to
it at the end of each month has been implemented.



                                14




  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 and for the six month  periods
ended  March 31, 1995 and 1996 (the "1995 six month  interim  period"
and the "1996 six month interim period," respectively) and as of and
for  the  three month interim periods ended March 31, 1995 and  1996
(the  "1995  three month interim period" and the "1996  three  month
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, during the period covered  by  this
report,  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.  See Item 5  "Other
Information."  The financial information relating to the Company set
forth  below reflects the operations of the Company and  its  equity
interest in the net earnings (loss) 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.

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              Six Months Interim   Three Months Interim
                             ------------------------      ------------------   --------------------
                             1993      1994      1995      1995       1996       1995        1996
                             ----      ----      ----      ----       ----       ----        ----
<S>			      <C>      <C>        <C>       <C>        <C>        <C>         <C> 
Net Sales                    100.0%    100.0%    100.0%    100.0%    100.0%      100.0%     100.0%
Cost of Sales                 59.8      58.2      59.4      58.5      64.3        56.9       64.3
Gross Profit                  40.2      41.8      40.6      41.5      35.7        43.1       35.7
Selling and Marketing         28.0      29.3      26.6      27.8      37.8        28.9       42.9
Expenses
Administrative Expenses       11.4      10.1       5.5       5.6       6.1         5.9        6.9
Intangibles and Fixed         
Asset Write-offs                -        2.8        -         -         -           -          -
Income (Loss) from             
Operations                     0.8      (0.4)      8.5       8.1      (8.3)        8.3      (14.1)
                                                            
</TABLE>
     1996 Six Month Interim Period Compared to 1995 Six Month Interim
Period Net  Sales.   Net  Sales for the Company  increased  $  1.7
million,  or  3.2%,  for the 1996 six month interim period  from  the
1995 six month interim period to $54.5 million.  This increase was 
primarily the result of an 11.4% increase in beverage sales volume 
partially offset by  an  increase in discounts provided to customers
in  the  1996 six month interim  period  as  compared to the 1995 
six month 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 six month interim  period  by approximately 7.2% as 
compared to the 1995 six month interim period.



                              15



     Cost of Sales.  Cost of sales for the Company increased $4.2
million,  or  13.5%  for the 1996 six month interim period from the 
1995 six month period  to  $35.0  million. This increase resulted
primarily  from the increase in sales volume and the increase in
the costs of certain raw materials, principally aluminum cans and
resin for the  production  of plastic bottles and  preforms.

      Gross  Profit.  Gross profit for the Company  decreased  by
$2.5  million  to $19.4 million in the 1996 six month interim  period
from $21.9 million in the 1995 six month interim period.  As a 
percentage of net sales, gross profit decreased to 35.7% in the 1996 
six month interim period from 41.5% in the 1995 six month interim 
period due primarily to the higher discounts provided to 
customers the lower net sales price and the higher cost of certain
raw materials.  

      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
$5.9  million,  or  40.2%, to $20.6 million for the  1996  six month
interim period  from the 1995 six month interim period. This increase
is the result of greater marketing activities during the 1996 six
month interim period resulting primarily from a significant increase
in competition, expenses associated  with the launch  of  Teem,  a
lemon/lime  soft  drink, which was launched during October 1995, as  
well  as  other marketing  activities undertaken to promote the   
Company's products.

      Administrative Expenses.  Administrative expenses  for  the
Company  increased  $0.4 million or 12.5% for the 1996 six month 
interim period from the 1995 six month interim period to $3.3 
million.  As a percentage of net sales, administrative expenses 
increased to 6.1% in the 1996 six month interim period from 5.6% 
in the 1995 six month interim period.

      Income from Operations.  Income/(loss) from operations  for
the  Company  decreased to ($4.5) million  in  the  1996 six month
interim period, from $4.3 million in the 1995 six month interim 
period.  The decrease is the result of a lower average net sales 
price, higher cost  of  sales from the increased sales volume and 
the increase in selling and marketing expenditures.

      Income  Tax  Expense.  Income tax expense for  the  Company
increased  by  $0.1 million for the 1996 six month interim period
to  $0.7 million.  The increase in taxable income during the 1996
six month interim period contributed to the increase in income tax
expense.

      Equity in Net Earnings (Loss) of BAESA, Net of Income  Tax.
Equity  in  net  earnings (loss) of BAESA,  net  of  income  tax,
amounted  to  $(5.6)  million during  the  1996 six month interim
period, compared  to  $5.3 million during the 1995 six month 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 losses incurred in BAESA's Brazilian
operations.

      Net  Income/(Loss).  Net income/(loss) for the 1996 six month
interim period for  the  Company  was ($9.6) million, compared to $8.8
million during  the  1995 six month interim period.  Net (loss) in the
1996 six month interim period  primarily  reflects  equity in net loss of
BAESA, net of income tax of $(5.6) million as compared to equity in 
net earnings of BAESA of $5.3 million during the 1995 interim period.

              1996 Three Month Interim Period Compared
                to 1995 Three Month Interim Period

	Net Sales.  Net Sales for the Company increased $0.3 million,
or 1.4%, for the 1996 three month interim period from the 1995 three
month interim period to $25.1 million.  This increase was primiarly
the result of a 14.5% increase in beverage sales volume partially 
offset by an increase in discounts provided to customers in the 1996


			      16


three month interim period as compared to the 1995 three month
interim period.  This increase in discounts resulted from increased
competitive activity.  The average net sales price on an eight ounce
equivalent basis decreased by 11.5% during the 1996 three month 
interim period as compared to the 1995 three month interim period.

	Cost of Sales.  Cost of sales for the Company increased $2.1 
million, or 14.7% for the 1996 three month interim period from the
1995 three month interim period to $16.1 million.  This increase
resulted primiarly from the increase in sales volume.

	Gross Profit.  Gross profit for the Company decreased by 
$1.7 million to $9.0 million in the 1996 three month interim period
from $10.7 million in 1995 three month interim period.  As a 
percentage of net sales, gross profit decreased to 35.7% in the 1996
three month interim period from 43.1% in the 1995 three month interim
period due primarily tothe higher discounts provided to customers 
and the lower average net sales price.

	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 Comapny's selling and 
marketing expenses are shown net of all such reimbursements from 
PepsiCo.

	Selling and marketing expenses for the Company increased
$3.6 million, or 50.2%, to $10.7 million for the 1996 three month 
interim period from the 1995 three month interim period as a reuslt
of increased marketing activities undertaken during the period 
resulting from a significant increase in competition.

	Administrative Expenses.  Administrative expenses for the 
Company increased $0.3 million or 18.8% for the 1996 three month 
interim period from the 1995 three month interim period to $1.7 
million primarily as a result of the additional expenses incurred 
by the Company in connection with its ongoing reporting requirements
with the Commission and The New York Stock Exchange (the "Exchange")
as a result of its listing on the Exchange.  As a percentage of net 
sales, administrative expenses increased to 6.9% in the 1996 three 
month interim period from 5.9% in the 1995 three month interim period.

	Income from Operations.  Income (loss) from operations for 
the Company decreased to $(3.5) million in the 1996 three month 
interim period, from $2.1 million in the 1995 three month interim 
period.  The decrease is the result of lower average net sales during
the 1996 there month interim period, higher costs of sales from the 
increased sales volume and increased selling and marketing 
expenditures.

	Income Tax Expense.  Income tax expense for the Company 
increased by $0.1 million for the 1996 three month interim period
to $0.4 million primarily resulting from higher taxable income
earned during the 1996 three month interim period.

	Equity in Net Earnings/(Loss) of BAESA, Net of Income Tax.
Equity in net earings (loss) of BAESA, net of income tax, amounted
to $(3.0) million during the 1996 three month interim period,
compared to $2.8 million during the 1995 three month interim period.
The decrease is atttributable to losses incurred by BAESA for the 
1996 interim period in connection with continued depressed economic 
conditions in Argentina,lower sales volume levels in Argentina 
resulting from such economic conditions, and losses incurred in
<PAGE>
BAESA's Brazilian operations.

	Net Income/(Loss).  Net income (loss) for the 1996 three 
month interim period for the Company was $(6.4) million, compared 
to $4.6 million during the 1995 three month interim period.  Net 
(loss) in the 1996 three month interim period primarily reflects 
equity in net loss of BAESA, net of income tax of $(3.0) million as 
compared to equity in net earnings of BAESA of $2.8 million in the 
1995 three month interim period.  In addition, net loss in the 1996 
three month interim period reflects net loss before equity in net 
earnings (loss) of BAESA of $(3.4) million as compared to net income
of $1.8 million during the 1995 three month interim period.

Liquidity and Capital Resources

      At March 31, 1995, the Company had $48.3 million of cash
and  cash  equivalents,  of which $44 million represented proceeds
from the Company's initial public offering of equity securities, and
indebtedness  for  borrowed  money, including short-term borrowings 
and capital lease obligations, of $33.9 million.

     Net cash provided by (used in) operations activities for the
Company  for the 1996 six month interim period was $(1.3) million
compared to  $9.5 million during the 1995 six month interim period.
This decrease was mainly a result of the net loss of $(6.9) million
incurred during the 1996 interim period compared to net income of
$8.8 million earned during the 1995 six month interim period. As of 
March 31, 1996,  the  Company had $24.6 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 used in investing activities  for the
Company  amounted to $(10.5) million during the 1996 six month
interim period,  as  compared  to $(1.5) million during  the  1995
six month interim period.  Purchases of property, plant and 
equipment, net amounted to $13.8 million during the 1996 six month
interim period compared to $4.8 million during the 1995 six month
interim period.  Dividends received  from BAESA  amounted to $2.8 
million for the six month interim periods 1996 and 1995.

      Cash flows provided by (used in)  financing activities  for
the  Company  during the 1996 six month interim period  was  $14.1
million compared  to $(6.3) million during the 1995 interim six 
month period.   The significant financing activities for the Company
in the 1996 six month interim  period  were the payments of  dividends 
and the issuance of notes payable of $21.1 million offset by the repayment
of debt of $1.8 million.  The significant financing activities in the 
1995 six month interim period for the Company included the payment 
of dividends and the repayment of debt.  The  Company paid $5.2 
million and $4.7 million in the  1996  and 1995 six month 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 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 $6.8 million  and  non-revolving
loans  in  an aggregate principal amount of $15.0 million.   These
loans  mature on March 31, 1997, September 10, 2000 and November
10, 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 March 31, 1996, the  936
Rate was 5.1%.

      The  weighted average interest rate on such borrowings  was
7.1%  in  the first six 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


				18

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.

                                17


      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 $13.8 million in
the  1996 six month interim period and $4.8 million in the  1995
six month  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
to make approximately $6.0 million in additional  capital  
expenditures  during the  fiscal   year   1996 primarily for the 
completion of the construction of the Toa  Baja plant.

PART II - OTHER INFORMATION

Item 5.  Other Information

	In connection with efforts being made to improve the 
profitability of BAESA, in which the Company owns approximately a 17%
interest, BAESA, Charles H. Beach (Chairman and Chief Executive 
Officer of BAESA and President and Chief Executive Officer of the 
Company) and PepsiCo have decided to accelerate the transfer of 
voting control from the members of the Charles H. Beach Voting 
Trust and the Michael Gerrits Voting Trust (together, the "Essential
Shareholders"), controlled respectively by Charles H. Beach and 
Michael Gerrits, to PepsiCo (Phase II of the current agreement with
PepsiCo relating to BAESA voting control) effective July 1, 1996.  
As a result of this change, the Company's investment in BAESA most 
likely will cause the Company to be an investment company under the 
Investment Company Act of 1940, as amended (the "Investment Company 
Act").  In order to avoid being required to register as an investment 
company, which the Company believes would impose burdensome 
restrictions on its future operations, the Company's Board of 
Directors has expressed its intention to take steps as soon as is 
reasonably possible which will result in the Company not being 
required to register as an investment company.

	As a result of this action by the Board of Directors, 
pursuant to Rule 3a-2 under the Investment Company Act, the Company
believes it will have a period of one year after July 1, 1996 before
it is required to register.  During that period the Company will 
explore a number of alternatives, including (i) accelerating its 
program of expanding its operating businesses, including the 
possible acquisition of new bottling franchises, in order to reduce
the relative size of the Company's BAESA investment, and (ii) 
disposing of, through a sale or a spin-off transaction, sufficient
BAESA shares to avoid the need to register.  The Company will also 
explore the possibility of applying for an exemptive order from the 
Securities and Exchange Commission which would exempt the Company 
from registration as an investment company.

	In connection with the transition to Phase II, BAESA agreed 
to use its best efforts in the future, at the request of the Company, 
but without expense or liability (tax or otherwise) to BAESA, to 
assist the Company in effecting transactions which the Company 
considers necessary or advisable in order to avoid the requirement 
that it register as an investment company.  There can be no 
assurances, however, that the Company will be successful in finding 
a way to avoid registration, or that if the Company is ultimately 
required to register, it will not adversely affect the Company's 
future business operations.  In addition, PepsiCo agreed to support 
and encourage the Company's effort to identify and acqauire 
additional PepsiCo franchise territories in the Caribbean and other
appropriate regions.


				19

                           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.

        Signatures                 Title              Date
                                                        
                                                        
   /s/ Rafael Nin            Chief Executive      December 23, 1996
-----------------------      Officer
Rafael Nin                  
                                                        
                                                        
   /s/ David L. Virginia     Chief Financial      December 23, 1996
------------------------     Officer and Chief
David L. Virginia            Accounting Officer
                            















                                 20