SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          FORM 10-Q/A


(Mark One)
/x/        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended June 30, 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      (I.R.S.  Employer Identification No.)
   of 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  August  12, 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 June 30, 1996 which was originally  filed
by the Company 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 June 30, 1996 and September 30, 1995            4
     Condensed Consolidated Statements of Operations        
        (unaudited) for the Nine Months Ended June 30,
        1996 and 1995                                       6
     Condensed Consolidated Statements of Operations        
        (unaudited) for the Three Months Ended June 30,
        1996 and 1995                                       7
     Condensed Consolidated Statements of Cash Flows         
        (unaudited) for the Nine Months Ended June 30,
        1996 and 1995                                       8
     Notes to Condensed Consolidated Financial
        Statements (unaudited)                              9
                                                             
Item 2.  Management's Discussion and Analysis of Financial         
         Condition and Results of Operations               15
                                                             
PART II  OTHER INFORMATION                                   
                                                             
Item 5.  Other Information                                 21


















           See accompanying notes to condensed financial statments.

                                    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)
                                
                                
                                            June 30,    September 30,
                                              1996         1995
                                         ------------   -------------
                 ASSETS                  (unaudited)
Cash and cash equivalents                 $   47,781    $    46,091
Accounts receivable:                                    
 Trade, less allowance for doubtful                      
   accounts of $934 at June 30,              
   1996 and $1,458 at September 30, 1995      17,096         16,086
 Due from PepsiCo, Inc. and affiliated              
  companies                                    3,328          2,913
 Other                                         2,178            341
Inventories                                    3,768          4,542
Prepaid expenses and other current assets      2,882          2,516
                                            --------   ------------
         Total current assets                 77,033         72,489
Investment in Buenos Aires Embotelladora          
S.A. (BAESA)                                 19,617          74,128
Property, plant and equipment, net           51,303          36,445
Intangible assets, net                        1,458           2,163
Other assets                                    123             441
                                          ---------    ------------
         Total assets                     $ 149,534    $    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

                                            June 30,    September 30,
                                              1996          1995
                                          ------------  -------------
Liabilities:                                (unaudited)
Current installments of long-term debt      $ 1,550        1,550
Current installments of capital lease                 
  obligations                                   228        1,204
Short term borrowings                        35,916        4,600
                                          
Accounts payable:                                       
 Trade                                       17,612       12,536
 Affiliate                                    2,173        1,181
Income taxes payable                            866          123
Deferred income taxes                            -           530
Other accrued expenses                        9,817        6,477
                                           --------     --------
    Total current liabilities                68,162       28,201
Long-term debt, excluding current             
  installments                                5,202        6,365
Capital lease obligations, excluding           
  current installments                          675          848
Accrued pension cost, long-term               2,871        2,871
Deferred income taxes                         5,278       18,732
    Total liabilities                                   
                                             82,188      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 (deficit)                 (21,382)     39,472
Cumulative translation adjustment              (681)       (232)
Pension liability adjustment                 (1,544)     (1,544)
                                           --------    --------
      Total shareholders' equity             67,346     128,649
      Total liabilities and shareholders'  --------    --------
        equity                             $149,534    $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)
                                              Nine Months Ended June 30,
                                                  1996         1995
                                            ------------- ------------   
Net Sales                                   $  79,117        83,634
Cost of Sales                                  54,980        49,990
                                            ------------- ----------- 
   Gross profit                                24,137        33,644

Selling and marketing expenses                 32,246        22,826
Administrative expenses                         6,928         4,738
Restructuring charges                           2,922             -
                                            ------------- ----------- 
Income (loss) from operations                  17,959         6,080
                                            ------------- ----------- 
Other income (expenses):                                
    Interest expense                             (876)         (808)
    Interest income                             1,889           158
    Other, net                                   (230)          518
                                            ------------- ----------- 
            Total other income (expenses)         783          (132)
            Income (loss) before income tax ------------- ----------
              expense and equity in net
              earnings/(loss) of BAESA        (17,176)        5,948
Income tax expense                                601           134
    Income (loss) before equity in net      ------------- -----------
    earnings/(loss) of BAESA                   17,777         5,814
Equity in net earnings/(loss) of BAESA,     ============= ===========
     net of income tax                                       
    benefit/(expense) of $13,454 and                    
    $(962) in 1996                             
    and 1995 respectively                      37,769         5,362
                                            ------------  -----------
    Net income/(loss)                       $  55,546        11,176
                                            ============  ===========
Earnings per common share:                              
    Income before equity in net             
      earnings/(loss) of BAESA              $   (0.83)      $   0.32
                                            ============  ===========
    Net income/(loss)                       $   (2.58)      $   0.62
                                            ============  ===========
                                         
                                                            
Weighted average number of shares           
outstanding (in thousands)                     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 June 30,
                                                    1996         1995
                                               -------------  ------------
Net Sales                                       $   24,615    $   30,832
Cost of Sales                                       19,915        19,103
                                                ------------  ----------
   Gross profit                                      4,700        11,729

Selling and marketing expenses                      11,620         8,121
Administrative expenses                              3,605         1,784
Restructuring charges                                2,922           -
                                                ------------  ----------
Income (loss) from operations                       13,447         1,824
                                                ------------  ----------
Other income (expenses):                                
    Interest expense                                  (511)          (77)
    Interest income                                    524            81
    Other, net                                        (450)           58
                                                ------------  ----------
            Total other income (expenses)              437            62
            Income (loss) before income tax     ------------  ----------
              expense and equity in net
              earnings/(loss) of BAESA             (13,884)        1,886
                                              
Income tax benefit                                      90           503
                                                ------------  ----------
    Income (loss) before equity in net                      
      earnings/(loss) of BAESA                     (13,794)        2,389
Equity in net earnings/(loss) of BAESA,                 
  net of income tax benefit/(expense)
  of $10,691 and $(54) in 1996                            
    and 1995 respectively                          (32,132)           26
                                                ------------- ----------
    Net income/(loss)                           $   45,926     $   2,415
                                                ============= ==========
                                                        
Earnings per common share:                              
    Income before equity in net               
earnings/(loss) of BAESA                        $   (0.64)     $    0.13
                                                ============= ==========
    Net income/(loss)                           $   (2.14)     $    0.13
                                                ============= ==========
Weighted average number of shares              
outstanding (in thousands)                         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
            Nine Months Ended June 30, 1996 and 1995
                   (U.S. Dollars in thousands)
                           (Unaudited)

                                                          1996        1995
 Cash flows from operating activities:                 -----------  ---------- 
 Net income/(loss)                                      $(55,546)    $11,176
 Adjustments to reconcile net                                  
 earnings/(loss) to net cash provided by
 (used in) operating activities:
  (Gain)/Loss on disposal of property,         
 plant, and equipment                                        510       (455)
  Intangible write-off                                       647           
  Depreciation and amortization                            3,951      3,378
  Equity in net (earnings)/loss of BAESA                  37,769     (5,362)
  Changes in assets and liabilities:                           
      Accounts receivable                                 (3,262)    (3,897)
      Inventories                                            774      1,218
      Prepaid expenses and other current assets             (366)    (1,668)
      Accounts payable                                     6,068      1,258
      Other liabilities and accrued expenses               2,810      4,519
      Income taxes payable                                   743        466
      Other, net                                             308       (694)
                                                          ------      -----
  Net cash provided by (used in) operating activities     (5,594)     9,939
                                                               
 Cash flows from investing activities:                         
 Proceeds from the sale of property,           
   plant and equipment                                     1,280        483    
 Purchases of property, plant and equipment              (20,531)    (4,497)
 Dividends received from affiliates                        2,839      2,839
                                                          ------      -----
  Net cash (used in) investing activities                (16,412)    (1,175)
                                                               
 Cash flows from financing activities:                         
 Proceeds from short term borrowings                      48,316     17,600
 Repayment of short-term borrowings                      (17,000)   (17,250)
 Repayment of long-term debt                              (1,163)    (1,162)
 Repayment of capital lease obligations                   (1,149)    (1,961)
 Dividends paid                                           (5,308)    (4,826)
                                                           -----      -----
  Net cash provided by (used in) financing activities     23,696     (7,599)

 Net increase in cash and cash equivalents                 1,690      1,165
 Cash and cash equivalents at beginning of period         46,091      1,347
                                                          ------     ------
 Cash and cash equivalents at the end of period          $47,781     $2,512
                                                         =======     ======
 Supplemental disclosures:                                     
 Cash paid for:                                                
 Interest                                                 $1,769     $1,066
 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 necessary for a fair
presentation, including recognition of certain charges, including
marketing  and other expenses and the write-off of  pre-paid  tax
and  intangible items carried over from prior periods.  Operating
results for the nine months and three months ended June 30,  1996
are  not  necessarily  indicative of  the  results  that  may  be
expected for the fiscal year ended September 30, 1996.

(2) Inventories

    Inventories consist of the following:

                                             June 30,    September 30,
                                                1996         1995
                                          ------------ ---------------
     Raw materials                           $1,365      $  1,247
     Finished goods                           1,823         2,048
     Other                                      580         1,247
                                            -------      --------
                                             $3,768      $  4,542
                                            =======      ========
(3) Property, Plant and Equipment, Net

    Property, plant and equipment consists of the following:

                                             June 30,    September 30,
                                              1996           1995
                                          ------------  --------------
     Land and improvements                   $8,061      $  1,159
     Buildings and improvements              16,060         5,592
     Machinery, equipment and vehicles       45,033        36,173
     Bottles, cases and shells               1,479          1,585
     Furniture and fixtures                  1,941          1,833
     Construction in process                   167         12,224
                                            -------       -------
                                            72,741         58,566
     Less accumulated depreciation and
       amortization                        (21,438)       (22,121)
                                           --------       -------
     Property, plant and equipment, net    $51,303     $   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:


                                                    June 30,
                                               1996         1995
                                            ----------  ----------- 
     Interest cost capitalized                $ 893        $ 258
     Interest cost charged to income            876          808
                                            ----------  -----------
                                             $1,769       $ 1,066
                                            ==========  ===========

(4) Accounting for Long Lived Assets

    During the period ended June 30, 1996 the Company adopted the
provisions  of FASB 121 - Accounting for Long Lived Assets.   The
application  of  this accounting pronouncement  resulted  in  the
write  down  of  long lived assets and a non-cash charge  in  the
amount of $1,400.  The Company deems an asset to be impaired if a
forecast  of undiscounted future cash flows directly  related  to
the  asset,  including disposal value, if any, is less  than  its
carrying  amount.   Of the total impairment  loss,  $0.6  million
represents  impairment of manufacturing equipment and  furniture,
and  $0.8  million represents impairment to manufacturing  plant.
Factors leading to the impairment were the Company's decision, in
mid-1996,  to consolidate all of its manufacturing activities  in
its  new manufacturing facility, and anticipated losses from  the
disposition  of the former manufacturing facility, and  remaining
unused  equipment.  The amount of the impairment  was  calculated
using  a recent appraisal of the estimated value of such property
less estimated costs of disposition.  The aforementioned non-cash
charge  of  $1,400 has been included as part of the restructuring
charges reported by the Company.  See Note 8.









                                10



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


(5) Shareholders' Equity

     The  Company declared and paid cash dividends of $5,308  during
the  nine  months  ended June 30, 1996 and $4,826  during  the  nine
months ended June 30, 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.

(6) Income Tax

     Income tax expense for the nine months ended June 30, 1996  and
1995 consisted of the following:
                                                  June 30,
                                               1996        1995
                                            -----------  ----------            
        Current                               $   601      $134
        Deferred                                 -          -
                                            -----------  ----------
        Income tax expense                    $   601      $134
                                            ===========  ==========
     Deferred  income tax benefit / (expense) of $13,454 and  $(962)
for   the   nine  month  period  ended  June  30,  1996  and   1995,
respectively,  have been provided in connection with  the  Company's
equity in net earnings / (loss) of BAESA.

(7) Related Party Transactions

    The Company paid approximately $1,682 and $1,917 during the nine
months  ended June 30, 1996 and 1995, respectively, for  advertising
fees to a firm controlled by a shareholder of the Company.

     The  Company paid approximately $232 and $414 during  the  nine
months  ended  June 30, 1996 and 1995, respectively, for  consulting
fees to a shareholder and director of BAESA.

    The Company paid approximately $151 during the nine months ended
June  30, 1996 for construction management services to a shareholder
and director of the Company.




                                 11



(8) Restructuring Charges

     The  Company's results of operations for the nine months  ended
June  30, 1996 have been affected by the incurrance of several  non-
recurring  restructuring  charges  totalling  $2.9  million.   These
charges  were comprised of the following:  (1) a $1.4 million  fixed
asset  write-down related to the closing of all bottling  operations
in  the  old  plant, which is now for sale and (2) $1.4  million  in
pension   asset  write-offs  and  costs  associated  with   employee
termination.  The amount of $1.4 million in pension asset  write-off
and  costs  associated with employee termination referred to  above,
includes  $0.6 million of a pension plan intangible asset judged  to
be of no value to the Company, and $0.8 million of benefits relating
to  two  executives of the Company who had either resigned or  where
the  decision had been taken, pending Board approval, to discontinue
their employment with the Company.














                                12


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

    The following condensed unaudited financial information relating
to  BAESA as of June 30, 1996 and 1995, and for the nine months then
ended  and  audited  balance  sheet  financial  information  as   of
September 30, 1995 is as follows (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 present time, the Company does not control,  or
have  significant  influence over, the management or  operations  of
BAESA.   The Company accounts and will continue to account  for  its
investment  in  BAESA using the equity method  of  accounting.   For
further   information  regarding  BAESA,  investors  should  consult
information made publicly available by BAESA to its shareholders.


                                           June 30,    September 30,
                                             1996         1995 
                                          (unaudited)   (audited)
                    ASSETS            ---------------  --------------
     Cash and cash equivalents            $45,241      $   57,617
     Accounts receivable, net              63,580         105,478
     Inventories                           36,644          56,349
     Other current assets                  19,466          25,933
                                       -----------      ---------
          Total current assets            164,931         245,377
                                                       
     Property, plant and equipment, net   663,370         655,414
     Intangible assets, net                87,354          88,017
     Investment in joint venture          107,316         107,385
     Deferred income tax, net                  -           10,530
     Other assets                          12,296          21,201
                                        ----------     ----------
       Total assets                    $1,035,267      $1,127,924
                                       ===========     ==========
                                                       
       LIABILITIES AND SHAREHOLDERS'                   
                  EQUITY
  Current installments of long-term debt $287,371      $   48,457
     Bank loans and overdrafts            359,927         182,672
     Accounts payable, income taxes             
     payable, and accrued expenses        151,303         114,950
                                        ---------      ----------
          Total current liabilities       789,601         346,079
                                                       
     Long-term debt, excluding current           
     installments                          98,247         323,737
     Deferred income taxes                  7,568           7,625
     Other long-term liabilities           11,176          10,715
                                        ---------      ----------
       Total liabilities                  915,592         688,156
                                                       
     Total shareholders' equity           119,675         439,768
     Total liabilities and              ---------      ----------
       shareholders' equity            $1,035,267      $1,127,924
                                       ==========      ==========



                                13


                 PEPSI-COLA PUERTO RICO BOTTLING
                    COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                
                                Nine Months Ended       Three Months End
                                   June 30,                June 30,
                              -----------------------  ----------------------
  RESULTS OF OPERATIONS          1996         1995       1996       1995
                              (Unaudited) (Unaudited) (Unaudited) (Unaudited)
                                                           
  Net sales                     $545,564    $506,238    $118,093  $139,653
  Cost and expenses:                                    
    Cost of sales               (341,524)   (261,739    (105,386   (77,462)
    Selling and marketing       (262,178)   (117,776)   (119,361)  (37,736)
    Administrative expenses     (146,569)    (71,984)    (87,298   (25,112)
    Restructuring charges        (21,071)       -         (9,531)      -
                              ----------    --------    ---------  --------
                                (771,342)   (451,499)   (321,576) (140,310)
                              ----------    --------    ---------  --------
     Income / (loss) from
       operations               (225,778)     54,739    (203,483)     (657)

  Other expenses, net            (65,095)    (15,382)    (24,587)   (6,360)
                              ----------    ---------   ---------  ---------
     Income / (loss) before     
     income tax (expense) /   
     benefit and equity in
     earnings of affiliated
     company                    (290,873)     39,357    (228,070)   (7,017)
     Income tax (expense) /     
     benefit                     (14,560)     (3,741)    (23,554)   (6,406)
                              -----------    --------   ----------  ---------
     Income / (loss) before     
     equity in earnings of    
     affiliated company         (305,433)     35,616    (251,624)     (611)
     Equity in earnings of      
     affiliated company            4,653       3,783         223       809
                              -----------    --------   ----------- ---------
     Net income / (loss)       $(300,780)    $39,399   $(251,401    $  198
                              ===========    =========  =========== =========







                                     14



                 PEPSI-COLA PUERTO RICO BOTTLING
                    COMPANY AND SUBSIDIARIES
                                
                                
                                
Item 2.  Management's Discussion and Analysis of Financial Condition
    and Results of Operations

General Overview

     The following discussion of the financial condition and results
of operations of the Company should be read in conjunction with this
overview and the Condensed Consolidated Financial Statements of  the
Company  and the Notes thereto, as of and for the nine month periods
ended  June 30, 1995 and 1996 (the"1995 nine month  interim  period"
and  the "1996 nine month interim period," respectively) and  as  of
and for the three month interim periods ended June 30, 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, through June 30, 1996, exercised
significant influence over the management of BAESA, subject  to  the
right  of  PepsiCo, Inc. ("PepsiCo") and certain of  its  affiliates
(collectively,  "Pepsi  Cola International"  or  "PCI")  to  approve
certain  management decisions.  As of July 1, 1996, PepsiCo  assumed
operating  control  of BAESA.  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 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.






                                15



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             Nine Months       Three Months Interim
                                                      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      59.8     69.5     61.9      80.9
Gross Profit             40.2     41.8     40.6      40.2     30.5     38.1      19.1
Selling and Marketing    28.0     29.3     26.6      27.3     40.8     26.3      47.2
Administrative Expenses  11.4     10.1     5.5        5.7      8.8      5.8      14.6
Intangibles and Fixed   
Asset Write-offs           -       2.8      -          -        -        -         -
Restructuring Charges      -        -       -          -       3.7       -       11.9
Income (Loss) from      
Operations                0.8     (0.4)    8.5        7.2    (22.7)     6.0     (54.6)
</TABLE>

  1996 Nine Month Interim Period Compared to 1995 Nine Month Interim Period

      Net  Sales.  Net Sales for the Company decreased $4.5 million,
or  5.4%, for the 1996 nine month interim period from the 1995  nine
month  interim period to $79.1 million.  This decrease was primarily
the  result  of  the significant increase in discounts  provided  to
customers partially offset by a 6.3% increase in sales volume in the
1996  nine  month interim period as compared to the 1995 nine  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 nine month interim period
by  approximately 10.9% as compared to the 1995 nine  month  interim
period.

      Cost  of Sales.  Cost of sales for the Company increased  $5.0
million,  or 10.0% for the 1996 nine month interim period  from  the
1995  nine  month  interim period to $55.0 million.   This  increase
resulted  primarily from the increase in sales volume, the  increase
in the costs of certain raw materials, and the costs associated with
the  start-up of the new manufacturing facility in Toa Baja and  the
inefficiencies  associated  with the  operation  of  two  production
facilities during the transition period to the new plant.

      Gross Profit.  Gross profit for the Company decreased by  $9.5
million to $24.1 million in the 1996 nine month interim period  from
$33.6  million  in  the  1995  nine  month  interim  period.   As  a
percentage of net sales, gross profit decreased to 30.5% in the 1996
nine  month interim period from 40.2% in the 1995 nine month interim
period  due primarily to the 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  Company's
selling   and  marketing  expenses  are  shown  net  of   all   such
reimbursements from PepsiCo.

      Selling and marketing expenses for the Company increased  $9.4
million, or 41.3%, to $32.2 million for the 1996 nine month  interim
period  from  the 1995 nine month interim period.  This increase  is
the  result  of  greater marketing activities during the  1996  nine
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  additional marketing activities undertaken to promote  the
Company's products.  The increase also resulted from an expensing in
the  1996  interim period of certain prepaid marketing  and  expense
items carried over from prior periods.



                                16


      Administrative  Expenses.   Administrative  expenses  for  the
Company  increased  $2.1 million or 46.2% for the  1996  nine  month
interim  period  from  the 1995 nine month interim  period  to  $6.9
million  primarily  as  a result of increased professional  services
provided   to   the  Company.   As  a  percentage  of   net   sales,
administrative  expenses increased to 8.8% in the  1996  nine  month
interim period from 5.7% in the 1995 nine month interim period.

      Restructuring Charges.   The Company's results  of  operations
for  the nine months ended June 30, 1996 have been affected  by  the
incurrance of several non-recurring restructuring charges  totalling
$2.9 million.  These charges were comprised of the following:  (1) a
$1.4  million fixed asset write-down related to the closing  of  all
bottling  operations in the Company's old bottling plant,  which  is
now  for sale, and (2) $1.5 million in pension asset write-offs  and
costs associated with employee termination.

      Income  (Loss) from Operations.  Income (loss) from operations
for  the Company decreased to $(18.0) million in the 1996 nine month
interim  period,  from $6.1 million in the 1995 nine  month  interim
period.  The decrease is the result of lower average net sales,  the
increased  discounts offered to customers, the significant  increase
in  selling  and  marketing expenditures, the restructuring  charges
recognized during the 1996 nine month interim period of $3.8 million
and the recognition of certain charges including marketing and other
expenses  and the write-off of prepaid tax carried over  from  prior
periods.

      Income  Tax  Expense.   Income tax  expense  for  the  Company
increased by $0.5 million for the 1996 nine month interim period  to
$0.6  million.  This increase is due primarily to interest  earnings
on  proceeds  on deposit from the Company's September  1995  initial
public offering.

      Equity  in  Net Earnings (Loss) of BAESA, Net of  Income  Tax.
Equity  in net earnings (loss) of BAESA, net of income tax, amounted
to  $(37.8)  million  during  the 1996 nine  month  interim  period,
compared to $5.4 million during the 1995 nine month interim  period.
The  decrease  is attributable to losses incurred by BAESA  for  the
1996  interim  period.  Following June 30, 1996,  the  Company  will
continue  to  account for its investment in BAESA using  the  equity
method  of accounting.  Based on BAESA's publicly announced  results
for  its fiscal year ended September 30, 1996, the Company's  equity
in  the  loss reported by BAESA will reduce the Company's investment
in  BAESA as of September 30, 1996 to zero, meaning that no  further
equity  in  losses  of BAESA will be reported by the  Company  until
BAESA reports profits sufficient to produce a positive investment in
BAESA on the Company's balance sheet.

      Net  Income (Loss).  Net income (loss) for the 1996 nine month
interim  period  for  the Company was $(55.5) million,  compared  to
$11.2 million during the 1995 nine month interim period.  Net (loss)
in the 1996 nine month interim period primarily reflects loss before
equity in net earnings (loss) of BAESA of $(17.8) million and equity
in  net  loss  of  BAESA, net of income tax of $(37.8)  million,  as
compared  to income before equity in net earnings of BAESA  of  $5.8
million and equity in net earnings of BAESA of $5.4 million  in  the
1995 nine month interim period.

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

      Net  Sales.  Net Sales for the Company decreased $6.2 million,
or  20.2%,  for  the 1996 three month interim period from  the  1995
three  month  interim period to $24.6 million.   This  decrease  was
primarily  the  result  of  an increase  in  discounts  provided  to
customers  and  a decrease in sales volume of 3% in the  1996  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 17.5% 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  $0.8
million,  or 4.2% for the 1996 three month interim period  from  the
1995  three  month interim period to $19.9 million.   This  increase
resulted  primarily  from the increase in the cost  of  certain  raw
materials   and  costs  associated  with  the  move   to   the   new
manufacturing facility in Toa Baja.

      Gross Profit.  Gross profit for the Company decreased to  $4.7
million in the 1996 three month interim period from $11.7 million in
the  1995 three month interim period.  As a percentage of net sales,



                                17


gross  profit  decreased to 19.1% in the 1996  three  month  interim
period  from  38.1%  in  the  1995 three month  interim  period  due
primarily  to  the  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  Company's
selling   and  marketing  expenses  are  shown  net  of   all   such
reimbursements from PepsiCo.

      Selling and marketing expenses for the Company increased  $3.5
million, or 43.1%, to $11.6 million for the 1996 three month interim
period  from  the  1995 three month interim period.   This  increase
resulted  from  the increase in marketing activities  undertaken  to
promote  the Company's products during the 1996 three month  interim
period   resulting   primarily  from  a  significant   increase   in
competition.  The increase also resulted from the expensing  in  the
1996  interim  period certain prepaid marketing  and  expense  items
carried over from prior periods.

      Administrative  Expenses.   Administrative  expenses  for  the
Company  increased  $1.8 million or 102% for the  1996  three  month
interim  period  from the 1995 three month interim  period  to  $3.6
million primarily as a result of the increased professional services
provided   to   the  Company.   As  a  percentage  of   net   sales,
administrative expenses increased to 14.6% in the 1996  three  month
interim period from 5.8% in the 1995 three month interim period.

     Restructuring Charges.  The Company's results of operations for
the  three  months  ended June 30, 1996 have been  affected  by  the
incurrance of several non-recurring restructuring charges  totalling
$2.9 million.  These charges were comprised of the following:  (1) a
$1.4  million fixed asset write-down related to the closing  of  all
bottling operations in the old plant, which is now for sale, and (2)
$1.5  million in pension asset write-offs and costs associated  with
employee termination.

      Income  (Loss) from Operations.  Income (loss) from operations
for the Company decreased to $(13.4) million in the 1996 three month
interim   period, from $1.8 million in the 1995 three month  interim
period.   The decrease is the result of lower net sales  during  the
1996 three month interim period, the increased discounts offered  to
customers,  the  increased selling and marketing  expenditures,  the
increase  in administrative expenses, and the restructuring  charges
recognized  during  the  1996 three month  interim  period  and  the
recognition  of  certain  charges  including  marketing  and   other
expenses  and the write-off of prepaid tax carried over  from  prior
periods.

      Income  Tax  Benefit.   Income tax  benefit  for  the  Company
decreased by $0.4 million for the 1996 three month interim period to
$0.1  million  primarily resulting from lower taxable income  earned
during the 1996 three month interim period.

      Equity  in  Net Earnings (Loss) of BAESA, Net of  Income  Tax.
Equity  in net earnings (loss) of BAESA, net of income tax, amounted
to  $(32.1)  million  during the 1996 three  month  interim  period,
compared  to  $0.03  million during the  1995  three  month  interim
period.   The decrease is attributable 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, losses  incurred
in BAESA's Brazilian operations and substantial write-offs and other
charges.

      Net Income (Loss).  Net income (loss) for the 1996 three month
interim period for the Company was $(45.9) million, compared to $2.4
million  during the 1995 three month interim period.  Net (loss)  in
the  1996 three month interim period primarily reflects loss  before
equity in net loss of BAESA of $(13.8) million and the equity in net
loss of BAESA, net of income tax, of $(32.1) million as compared  to
income  before equity in net earnings of BAESA of $2.4  million  and
equity  in net earnings of BAESA of $0.03 million in the 1995  three
month interim period.

Liquidity and Capital Resources


                                18



      At  June  30, 1996, the Company had $47.8 million of cash  and
cash  equivalents, of which $43.0 million represented proceeds  from
the  Company's initial public offering of equity securities, and the
balance indebtedness for borrowed money.

      The  Company  has announced that its current  priority  is  to
restore  profitability with respect to its Puerto Rican  operations.
The  Company's management is formulating a plan of immediate  action
to  reduce expenditures and improve operating efficiencies.  In that
connection,  the Company has made a decision not to proceed  further
with  a possible expansion in Western Europe, and has determined  to
set  aside  its other expansion plans temporarily while efforts  are
taken  to  restore  profitability.   Also,  the  Company  has   used
approximately $13 million of the approximately $43 million  in  cash
set aside from its September 1995 initial public offering to support
these efforts through the repayment of indebtedness and by additions
to   the  Company's  working  capital.   In  addition,  the  Company
currently  is negotiating the refinancing of its remaining  debt  to
include  a payment schedule which more closely matches the  life  of
its  production assets.  Banco Popular de Puerto Rico, holder of the
debt, is assisting the Company with this effort.

      Net  cash provided by (used in) operating activities  for  the
Company  for  the 1996 nine month interim period was $(5.6)  million
compared to $9.9 million during the 1995 nine month interim  period.
This decrease was mainly a result of the net loss of $(55.5) million
incurred  during the 1996 interim period compared to net  income  of
$11.2 million earned during the 1995 nine month interim period.   As
of  June  30,  1996, the Company had $46.5 million in net  operating
loss  carryforwards available to offset future Puerto  Rican  income
taxes.   The  Company  believes that its  strong  cash  position  is
adequate  to  meet  its operating requirements for  the  foreseeable
future.

      Cash  flows  used  in  investing activities  for  the  Company
amounted  to  $(16.4)  million during the 1996  nine  month  interim
period,  as  compared to $(1.2) million during the 1995  nine  month
interim  period.   Purchases of property, plant and  equipment,  net
amounted  to  $(20.5)  million during the 1996  nine  month  interim
period compared to $(4.5) million during the 1995 nine month interim
period.  Dividends received from BAESA amounted to $2.8 million  for
the  nine  month  interim periods 1996 and 1995.   In  view  of  the
current  financial  difficulties  being  experienced  by  BAESA   as
reported  in its recent public announcements, the Company  does  not
believe  that  BAESA will be in a position to pay dividends  on  its
shares  in the foreseeable future.  In addition, because the Company
exerts  no  influence  over BAESA, even  if  BAESA  does  return  to
profitability,  the  Company would not be able to  affect  decisions
made  by  BAESA  with  respect to the payment of  dividends.   As  a
result, the Company is unable to predict whether or when BAESA  will
pay any future dividends.

      Cash flows provided by (used in) financing activities for  the
Company  during the 1996 nine month interim period was $23.7 million
compared  to  $(7.6)  million during the  1995  nine  month  interim
period.  The significant financing activities for the Company in the
1996 nine month interim period were the payment of dividends and the
issuance  of notes payable of $48.3 million offset by the  repayment
of  debt of $19.3 million.  The significant financing activities  in
the  1995  nine  month interim period for the Company  included  the
payment  of  dividends and the repayment of debt.  The Company  paid
$5.3  million  and  $4.8 million in the 1996  and  1995  nine  month
interim  periods, respectively, in dividends.  In  the  future,  the
payment  of  dividends will be in part dependent on the  receipt  of
dividends  from  BAESA and in part dependent on the  achievement  of
adequate  levels  of  profitability in the  Company's  Puerto  Rican
operations,  and,  under certain conditions, the  consent  by  Banco
Popular.

     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 June 30, 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  30,  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 June
30, 1996, the 936 Rate was 5.1%.


                                19


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

     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  years  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 financial 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.

     As a result of the Company initially providing to Banco Popular
incorrect  financial  statements for the first and  second  quarters
ended  December  31,  1995  and March 31,  1996  and  certain  other
circumstances, the Company was in technical default of the terms  of
the Credit Agreement.  The Company has, however, received from Banco
Popular a written waiver of such default.  The Company believes that
it  is  currently in full compliance with the terms  of  the  Credit
Agreement.

     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  Company's
bottling  plant in Toa Baja, Puerto Rico (the "Toa Baja Plant")  and
the  Company's plant in Rio Piedras, Puerto Rico (the  "Rio  Piedras
Plant").

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

      Capital expenditures for the Company totaled $20.5 million  in
the 1996 nine month interim period and $4.5 million in the 1995 nine
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 $3.0 million in additional capital expenditures during
the  fiscal year 1996 for the completion of the construction of  the
Toa Baja Plant.


                                20



PART II - OTHER INFORMATION
Item 5.  Other Information

      The Company recently discovered accounting irregularities that
have required it to restate its financial results for the first  and
second  quarters ended December 31, 1995 and March 31, 1996.   These
irregularities resulted in a substantial understatement  of  certain
expenses,  primarily  discounting  and  marketing  expenses,  and  a
corresponding  overstatement of operating income.  This  restatement
resulted in an operating loss in both quarters.

      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 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 higher  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  Company  has been named as a defendant in  several  class
action   shareholder   lawsuits  alleging  violations   of   federal
securities  laws  in  connection with disclosures  in  its  previous
financial  statements  (now  restated)  for  the  first  and  second
quarters  of fiscal 1996, and contained in other Company  disclosure
documents.   At  least two of these lawsuits also  allege  that  the
financial   statements  issued  in  connection  with  the  Company's
September  1995 public offering also misrepresented  or  omitted  to
disclose  material  information.  The  Company  has  referred  these
lawsuits  to  legal counsel for appropriate action, and the  Company
intends to defend them vigorously.

      Additionally,  in connection with its goal  of  restoring  the
profitability of its Puerto Rican bottling operations,  the  Company
has  reorganized its senior management and Board of  Directors.   On
June  11, 1996, Rafael Nin, one of the founding shareholders  and  a
member of the Board of Directors of the Company replaced Charles  H.
Beach  as  the  Company's  President and  Chief  Executive  Officer.
Effective  August 8, 1996, Charles Beach, the Chairman of the  Board



                                21



of  Directors, and Michael Gerrits, who together are the controlling
shareholders of the Company, resigned as Board members.  The Company
further restructured its Board of Directors under the leadership  of
a new Chairman John W. Beck.  Beck is the retired chairman and chief
executive  officer  of  First  National Bank,  Orlando/Winter  Park,
Florida  and  has  been a Director of the Company since  1987.   The
Board  also  appointed Richard Reiss, a certified public  accountant
and  well  known business consultant in Puerto Rico,  to  chair  the
Audit Committee.

     In connection with his continued service as President and Chief
Executive  Officer,  Mr.  Nin requested,  and  was  granted  by  the
Company's   controlling  stockholders,  a  ten-year   voting   trust
agreement which entitles him to vote, but not own, 5 million Class A
shares,  a controlling interest in the Company.  Mr. Nin was granted
a two-year option at $1 per share on these controlling shares, to be
exercised for the exclusive benefit of the Company.  At his request,
this option may not be exercised for his own benefit.  All remaining
9.5  million founding shareholder shares, not subject to the option,
will  be free from shareholder agreement trading restrictions  after
September  28,  1998.   A  prior option to  purchase  a  substantial
interest in the Company, previously reported as granted to Nin  upon
his  appointment  as chief executive officer, was never  formalized,
and has been withdrawn by mutual agreement.

      The  Company does not expect to return to profitability during
the fourth quarter primarily because of continuing pricing pressures
in  the  Puerto  Rican  soft  drink market,  production  and  volume
interruptions and start-up costs associated with the opening of  the
Toa  Baja  plant and expected losses by BAESA in its fourth  quarter
results.

       In   connection  with  efforts  being  made  to  improve  the
profitability  of BAESA, in which the Company owns  approximately  a
17%  interest,  the  transfer of voting control from  the  Essential
Shareholders  to  PepsiCo (Phase II of the  current  agreement  with
PepsiCo relating to BAESA voting control) occurred on 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 are intended  to  result  in  the
Company not being required to register 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 effect  the  Company's
future  business  operations.   In  addition,  PepsiCo  has  pledged
support to work together with the Company to advance its outstanding
products  in  Puerto Rico and any place both parties  find  mutually
beneficial.


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                             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
-------------------------    Offier
Rafael Nin                                     
                                                        
                                                        
/s/ David L. Virginia        Chief Financial      December 23, 1996
--------------------------   Officer and Chief
David L. Virginia            Accounting Officer


















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