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 December 31, 1995
                                  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  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.





           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 December 31, 1995 which  was  originally
filed by the Company on  February 14, 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) at        4
        December 31, 1995 and September 30, 1995
    Condensed Consolidated Statements of Income / (Loss)        6
        (unaudited) for the Three Months Ended December 31,
        1995 and 1994
    Condensed Consolidated Statements of Cash Flows             7
        (Unaudited) for the Three Months Ended December 31,
        1995 and 1994
    Notes to Condensed Consolidated Financial Statements        8
        (Unaudited)
                                                             
Item 2.  Management's Discussion and Analysis of Financial         
         Condition and Results of Operations                   12
                                                                
PART II  OTHER INFORMATION                                   
     None of the items are applicable.















  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)
                                
<TABLE>
<C>                                                 <S>             <S>                      
                                                    December 31,    September 30,
                                                        1995           1995
                                                    (unaudited)      (audited)
                                                   -------------    -------------              
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



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

<TABLE>
<S>                                                   <C>            <C>
                                                     December 31,   September 30,
                                                         1995           1995
                                                      (unaudited)    (audited)
                                                     -------------  -------------     
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
                                                       ========      ========


  See accompanying notes to condensed consolidated financial statements.


                                  5



                 PEPSI-COLA PUERTO RICO BOTTLING
                    COMPANY AND SUBSIDIARIES
                                
       CONDENSED CONSOLIDATED STATEMENTS OF INCOME/(LOSS)
        (U.S. Dollars in thousands except per share data)
                                
                                           Three Months Ended December 31,
                                              1995              1994
                                            (unaudited)      (unaudited)
                                                        
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
                                            ========          ========



See accompanying notes to condensed consolidated financial statements.



                                    7


             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)
                                                         1995       1994
 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                                           
                                                              -          -

  See accompanying notes to condensed consolidated financial statements.


                                7


                 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      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.

     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.  As a result of the restatement contained in this
report, the Company is reporting a net loss for the three  months
ended  December  31,  1995 of $(3.2) million per  $(0.15)  share,
rather than net income of $0.1 million, or $0.01 per share, which
was  reported in its originally filed report on Form 10-Q for its
first fiscal quarter.

(2) Inventories

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

 (3)    Property, Plant and Equipment, Net

    Property, plant and equipment consists of the following:

                                           December 31,   September 30,
                                              1995           1995
                                           ------------   ------------
     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
                                            ========      ========



                                    8


     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:

                                             1995        1994
                                            --------  ----------             
     Interest cost capitalized               $ 255        $  -
     Interest cost charged to income           154           354
                                            --------  ----------
                                             $ 409        $  354
                                            ========  ==========


(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:

                                                1995        1994
                                           ------------- ---------- 
        Current                                $ 266       $ 322
        Deferred                                 -          -
                                           ------------  ----------
        Income tax expense                     $ 266       $ 322
                                           ============  ==========

     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




                 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 December 31, 1995 and 1994, and  for  the
three  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.


                                         December 31,  September 30,
                                             1995         1995
                                          (unaudited)   (audited)
                                         ------------  ------------  
                    ASSETS                             
     Cash and cash equivalents            $ 34,693      $ 57,617
     Accounts receivable, net              172,428       105,478
     Inventories                            66,551        56,349
     Other current assets                   36,076        25,933
                                          --------     ---------
          Total current assets             309,748       245,377
                                                       
     Property, plant and equipment, net    678,038       655,414
     Intangible assets, net                 86,568        88,017
     Investment in joint venture           108,639       107,385
     Deferred income tax, net                7,412        10,530
     Other assets                           27,553        21,201
                                         ---------     ---------
       Total assets                     $1,217,958   $ 1,127,924
                                        ==========   ===========
                                                       
                LIABILITIES                            
Current installments of long-term debt   $  41,835        48,457
     Bank loans and overdrafts             270,860       182,672
     Accounts payable, income taxes       
       payable, and accrued expenses       153,209       114,950
                                         ---------     ---------
          Total current liabilities        465,904       346,079
                                                       
     Long-term debt, excluding current    
          installments                     332,882       323,737
     Deferred income taxes                  10,266         7,625
     Other long-term liabilities            10,077        10,715
                                         ---------     ---------
       Total liabilities                   819,129       688,156
                                                       
     Total shareholders' equity            398,829       439,768
                                        ----------     ---------
     Total liabilities and            
       shareholders' equity             $1,217,958   $ 1,127,924
                                        ==========   ===========



                                10


                 PEPSI-COLA PUERTO RICO BOTTLING


                    COMPANY AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
                           (Continued)
                                
                                            Three Months Ended
                                               December 31,
                                          -----------------------
                    INCOME                  1995          1994
                                          (Unaudited)  (Unaudited)
                                          -----------  -----------
     Net sales                            $ 227,122     $ 168,284
     Cost and expenses:                                
       Cost of sales                       (117,858)      (86,193)
       Selling and marketing expenses       (68,652)      (32,423)
       Administrative expenses              (30,753)      (18,698)
       Restructuring charges                (11,540)          -
       Start-up costs in Brazil                (644)       (3,162)
                                           --------      --------
                                           (229,447)     (140,476)
                                           --------      --------
        Income / (loss) from operations      (2,325)       17,808
     Other income (expenses), net           (18,768)       (3,813)
                                           --------      --------
          Income / (loss) before               
     income tax expenses and equity         (21,093)       23,995
      Income tax expenses                 $  (4,078)       (6,483)
                                          ---------      --------
                                                       
     Income / (loss) before equity in     
       earnings of affiliated company       (25,171)       17,512
     Equity in earnings of affiliated            
     company                                  2,264         1,236
                                          ----------    ---------
          Net income / (loss)             $ (22,907)    $  18,748
                                          ==========    =========


                                   11



                 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 originally 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 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
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 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 that 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



                                12



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.

     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 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, 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.    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.


The Company

    General

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

                           
                                  Fiscal Year                 Interim
                             ------------------------      ----------------
                             1993      1994      1995      1995       1996
                             ----      ----      ----      ----       ----
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         28.0      29.3      26.6      26.9      33.5
Expenses
Administrative Expenses       11.5      10.1       5.5       5.4       5.4
Intangibles and Fixed         
Asset Write-offs                -        2.8        -         -         -
Income (Loss) from             
Operations                     0.8      (0.4)      8.5       7.8      (3.2)
                                                            

     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.



                              13



     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.

      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.


                                14



     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%.

      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.

                                15


      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.



                                16


                           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
                            















                                 17




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