SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                       FORM 10-Q/A


(Mark One)
<checked-box> QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
				or
<square> TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
            FOR THE TRANSITION PERIOD FROM __________ TO __________

                        COMMISSION FILE NUMBER 1-13914

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

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

               CARRETERA #2, KM 19.4
                 BARRIO CANDELARIA
               TOA BAJA, PUERTO RICO                	   00949
      (Address of principal executive office)            (Zip code)

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





      Indicate by check mark whether the registrant:  (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act  of
1934 during  the  preceding  12  months  (or  for  such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  <square> Yes   <checked-box> No

      As of May 13, 1996, there were 21,500,000 shares  of  Common Stock issued
and outstanding.  This amount includes 5,000,000 shares of Class A Common Stock
and 16,500,000 shares of Class B Common Stock.

PAGE
<PAGE>

            This Report on Form 10-Q/A is being filed to amend  and  restate in
its  entirety, (except for the information contained (i) in Footnote 7  to  the
Condensed   Consolidated   Financial   Statements,   (ii)   under  the  caption
"Management's  Discussion and Analysis of Financial Condition  and  Results  of
Operations - BAESA"  and (iii) any other information relating to BAESA which is
not being amended by this  Report  on Form 10-Q/A) the quarterly report on Form
10-Q for the quarterly period ended  March 31, 1996 filed by the Company on May
15, 1996.

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

             INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                      PAGE
                                                                                                      NUMBER
<S>      <C>                                                                                             <C>
PART I   FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS:
     Condensed Consolidated Balance Sheets (unaudited) at March 31, 1996 and September                 
	30, 1995											4
     Condensed Consolidated Statements of Operations (unaudited) for the Six Months                    
	Ended March 31, 1996 and 1995									6
     Condensed Consolidated Statements of Operations (unaudited) for the Three Months
	Ended March 31, 1996 and 1995									7
     Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months                    
	Ended March 31, 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                                                                            	       12

PART II  OTHER INFORMATION

ITEM 5. OTHER INFORMATION                                                                              17
</TABLE>



        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
                                           3

PAGE
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                        PEPSI-COLA PUERTO RICO BOTTLING
                           COMPANY AND SUBSIDIARIES

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


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



        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
                                           4

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

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

                     LIABILITIES AND SHAREHOLDERS' EQUITY

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

Long-term debt, excluding current installments                            5,590                         6,365
Capital lease obligations, excluding current installments                   733                           848
Accrued pension cost, long-term                                           2,871                         2,871
Deferred income taxes                                                    15,969                        18,732
                                                                        -------                       -------

    Total liabilities                                                    75,984                        57,017
Shareholders' equity:
Class A common shares of $0.01 par value; authorized,                                                     
  issued and outstanding 5,000,000 shares				     50				   50
Class B common shares, $0.01 par value; authorized
  35,000,000 shares; issued and outstanding 16,500,000 shares		    165				  165
Additional paid-in capital                                               90,738                        90,738
Retained earnings                                                        24,614                        39,472
Cumulative translation adjustment                                          (521)                         (232)
Pension liability adjustment                                             (1,544)                       (1,544)
								     ----------			   ----------
          Total shareholders' equity                                    113,502                       128,649
								     ----------			   ----------
          Total liabilities and shareholders' equity                 $  189,486                    $  185,666
								     ==========			   ==========
</TABLE>


        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
                                           5

PAGE
<PAGE>

                        PEPSI-COLA PUERTO RICO BOTTLING
                           COMPANY AND SUBSIDIARIES

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



        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
                                           6

PAGE
<PAGE>

                        PEPSI-COLA PUERTO RICO BOTTLING
                           COMPANY AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (U.S. DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                              Three Months Ended March 31,
                                                                            1996              		1995
								   --------------------	     ---------------------
<S>								   <C>			     <C>
Net Sales                                                            $        25,085    	$      24,745
Cost of Sales                                                                 16,141                   14,076
								     ---------------		-------------
   Gross profit                                                                8,944                   10,669

Selling and marketing expenses                                                10,754                    7,159
Administrative expenses                                                        1,725                    1,452
								     ---------------		-------------
Income/(loss) from operations                                                 (3,535)                   2,058
								     ----------------		-------------
Other income (expenses):
     Interest expense                                                           (211)                    (377)
     Interest income                                                             680                       45
     Other, net                                                                   91                      434
								     ---------------		-------------
          Total other income (expenses)                                          560                      102
          Income/(loss) before income tax expense and
	  equity in net earnings/(loss) of BAESA                              (2,975)                   2,160
Income tax expense                                                               425                      315
								     ---------------		-------------
     Income/(loss) before equity in net earnings/(loss) of                    
     BAESA								      (3,400)                   1,845
Equity in net earnings/(loss) of BAESA, net of income tax
     benefit/(expense) of $1,485 and $(530) in 1996
     and 1995 respectively                                                    (3,014)                   2,784
								     ---------------		-------------
     Net income/(loss)                                               $        (6,414)           $       4,629
								     ================		=============
Earnings per common share:
     Income before equity in net earnings/(loss) of BAESA            $         (0.16)           $        0.10
								     ================		=============
     Net income/(loss)                                               $         (0.30)           $        0.26
								     ================		=============

Weighted average number of shares outstanding                                 21,500                   18,000
								     ===============		=============
</TABLE>



        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
                                           7

PAGE
<PAGE>

                    PEPSI-COLA PUERTO RICO BOTTLING COMPANY
                               AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   SIX MONTHS ENDED MARCH 31, 1996 AND 1995
                          (U.S. DOLLARS IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            1996                        1995
								      --------------		    -------------
<S>									<C>			      <C>									------------		     ----------
Cash flows from operating activities:
 Net income/(loss)                                                      $ (9,620)                     $ 8,761
 Adjustments to reconcile net earnings/(loss) to net cash
 provided by (used in) operating activities:
   Gain on disposal of property, plant, and equipment                       (529)                        (455)
   Depreciation and amortization                                           2,525                        2,420
   Equity in net (earnings)/loss of BAESA                                  5,637                       (5,336)
   Changes in assets and liabilities:
      Accounts receivable                                                  2,337                         (546)
      Inventories                                                           (124)                         660
      Prepaid expenses and other current assets                           (3,014)                      (4,130)
      Accounts payable                                                     3,252                        4,421
      Other liabilities and accrued expenses                              (1,199)                       3,095
      Income taxes payable                                                   332                          400
      Other, net                                                            (883)                         206
									---------		      -------
   Net cash provided by (used in) operating activities                    (1,286)                       9,496
									---------		      -------

Cash flows from investing activities:
 Proceeds from the sale of property, plant and equipment                   1,175                          483
 Purchases of property, plant and equipment                              (13,802)                      (4,801)
 Increase in notes receivable - officers and employees                      (775)                           -
 Dividends received from affiliates                                        2,839                        2,839
									--------		      -------
   Net cash (used in) investing activities                               (10,563)                      (1,479)
									---------		      --------

Cash flows from financing activities:
 Proceeds from short term borrowings                                      21,185                          500
 Repayment of long-term debt                                                (775)                        (775)
 Repayment of capital lease obligations                                   (1,066)                      (1,296)
 Dividends paid                                                           (5,238)                      (4,696)
									---------		      --------
   Net cash provided by (used in) financing activities                    14,106                       (6,267)
									--------		      --------

Net increase in cash and cash equivalents                                  2,257                        1,750
Cash and cash equivalents at beginning of period                          46,091                        1,347
									--------		      -------
Cash and cash equivalents at the end of period                          $ 48,348                      $ 3,097
									========		      =======

Supplemental disclosures:
Cash paid for:
 Interest                                                               $    988                      $   731
 Income taxes                                                                186                          211
</TABLE>


        SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
                                           8

PAGE
<PAGE>

                        PEPSI-COLA PUERTO RICO BOTTLING
                           COMPANY AND SUBSIDIARIES

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

(1)  ACCOUNTING PRINCIPLES AND BASIS OF PRESENTATION

     The accompanying condensed consolidated  financial  statements, footnotes,
and discussions should be read  in  conjunction  with  the  consolidated  
financial  statements,  related footnotes, and discussions contained in the 
Company's annual report on form 10-K  for  the  fiscal  year  ended  September  
30,  1995.   In the opinion of the Company's management, the  unaudited 
consolidated interim financial  statements reflect  all  adjustments, including 
those related to the restatement of  the results  of  operations  for  the  
second   quarter,   necessary  for  a  fair presentation.  For additional 
information, please refer to page 12 of this Form 10-Q/A.   Operating results 
for the six months and three months ended March 31, 1996 are not necessarily 
indicative of the results that may be expected for the fiscal year ended 
September 30, 1996.

(2)  INVENTORIES

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

(3) PROPERTY, PLANT AND EQUIPMENT, NET

     Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                  March 31,                  September 30,
								    1996			 1995	
								-------------		    ----------------
<S>    <C>                                                     <C>                           <C>
       Land and improvements                                   $   1,159                      $    1,159
       Buildings and improvements                                  5,592                           5,592
       Machinery, equipment and vehicles                          36,511                          36,173
       Bottles, cases and shells                                   1,313                           1,585
       Furniture and fixtures                                      2,529                           1,833
       Construction in process                                    23,956                          12,224
							       ---------		      ----------
                                                                  71,060                          58,566
       Less accumulated depreciation and amortization            (23,949)                        (22,121)
							        ---------		      -----------
        Property, plant and equipment, net                      $ 47,111                      $   36,445
								========		      ==========
</TABLE>
					   9

PAGE
<PAGE>


     The  Company  capitalizes  interest cost as a component  of  the  cost  of
certain building and improvements,  and  machinery.  The following is a summary
of interest cost incurred:
<TABLE>
<CAPTION>
                                                                                   	March 31,
                                	                                       1996                     1995
									-----------------	---------------------
<S>	<C>								<C>			<C>
	Interest cost capitalized                                         $   623                       $     -
	Interest cost charged to income                                       365                           731
									  -------			-------
                	                                                  $   988                       $   731
									  =======			=======
</TABLE>
					   10

PAGE
<PAGE>

                        PEPSI-COLA PUERTO RICO BOTTLING
                           COMPANY AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


(4)  SHAREHOLDERS' EQUITY

     The Company declared and paid cash dividends  of  $5,238  during  the  six
months  ended  March  31, 1996 and $4,696 during the six months ended March 31,
1995.

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

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

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

(5)  INCOME TAX

     Income tax expense for the six  months  ended  March  31,  1996  and  1995
consisted of the following:


<TABLE>
<CAPTION>
                                                                            March 31,
                                                                     1996                       1995
								---------------		-------------------
<S>	  <C>							<C>			<C>
          Current                                                    $691                        $637
          Deferred                                                    -                           -
								  -----------		   --------------
          Income tax expense                                         $691                        $637
								===============		===================
</TABLE>

     Deferred income tax benefit / (expense) of $2,763 and $(1,016) for the six
month period ended March 31, 1996 and 1995, respectively, have been provided in
connection with the Company's equity in net earnings / (loss) of BAESA.

(6)  RELATED PARTY TRANSACTIONS

     The Company paid approximately $1,101 and $771 during the six months ended
March  31,  1996  and  1995,  respectively,  for  advertising  fees  to  a firm
controlled by a shareholder of the Company.

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

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

					   11
PAGE
<PAGE>


                        PEPSI-COLA PUERTO RICO BOTTLING
                           COMPANY AND SUBSIDIARIES



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

GENERAL OVERVIEW

     This report  on  Form  10-Q/A  is  being  filed  to  restate the Condensed
Consolidated  Financial Statements of the Company which were  included  in  the
Company's report  on  Form 10-Q for the three and six-month periods ended March
31, 1996 which was filed  on  May  15,  1996.  Subsequent to the filing of that
report, the Company discovered accounting  irregularities  which  resulted in a
substantial  understatement  of  certain  expenses,  primarily discounting  and
marketing expenses, and a corresponding overstatement of income from operations
for both the three-month period ended December 31, 1995,  and  the  three-month
period  ended  March  31, 1996.  A separate report on Form 10-Q/A amending  the
Company's report on Form  10-Q  for  the  three-month period ended December 31,
1995  is being filed simultaneously with this  report.   As  a  result  of  the
restatement  contained  in  this  report,  the Company is reporting a loss from
operations for the three months ended March  31, 1996 of $(3.5) million, rather
than  income  from  operations  of  $2.2  million which  was  reported  in  the
originally filed report on Form 10-Q for its second fiscal quarter.

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

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


     PRESENTATION OF FINANCIAL INFORMATION

     In addition  to  conducting  its  own  bottling  operations,  the  Company
indirectly  owns  12,345,347  shares,  or  approximately 17% of the outstanding
capital  stock,  and exercises significant influence  over  the  management  of
BAESA, subject to  the  right  of  PepsiCo, Inc. ("PepsiCo") and certain of its
affiliates  (collectively, "Pepsi Cola  International"  or  "PCI")  to  approve
certain management  decisions.   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.

					   12
PAGE
<PAGE>


THE COMPANY

     GENERAL

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

<TABLE>
<CAPTION>
                                               Fiscal Year                    Six Months Interim        Three Months Interim
				    ---------------------------------	     --------------------	--------------------
                                     1993         1994          1995          1995          1996          1995        1996
				    ------	 ------	       ------	     ------	   ------	 ------	     ------
<S>				    <C>          <C>           <C>           <C>           <C>           <C>         <C>
Net Sales                           100.0%       100.0%        100.0%        100.0%        100.0%        100.0%      100.0%
Cost of Sales                        59.8         58.2          59.4          58.5          64.3          56.9        64.3
Gross Profit                         40.2         41.8          40.6          41.5          35.7          43.1        35.7
Selling and Marketing                28.0         29.3          26.6          27.8          37.8          28.9        42.9
Expenses
Administrative Expenses              11.4         10.1           5.5           5.6           6.1           5.9         6.9
Intangibles and Fixed Asset            -           2.8            -             -             -             -           -
Write-offs
Income/(Loss) from Operations         0.8         (0.4)          8.5           8.1          (8.3)          8.3       (14.1)
</TABLE>


      1996 SIX MONTH INTERIM PERIOD COMPARED TO 1995 SIX MONTH INTERIM PERIOD

      NET SALES.  Net Sales for the Company increased  $1.7  million,  or 3.2%,
for the 1996 six month interim period from the 1995 six month interim period to
$54.5 million.  This increase was primarily the result of an 11.4% increase  in
beverage  sales volume partially offset by an increase in discounts provided to
customers in  the  1996  six  month  interim period as compared to the 1995 six
month  interim  period.  This increase in  discounts  resulted  from  increased
competitive activity.  The average net sales price on an eight ounce equivalent
basis decreased during  the 1996 six month interim period by approximately 7.2%
as compared to the 1995 six month interim period.

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

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

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

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

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

					   13
PAGE
<PAGE>


administrative expenses increased to 6.1% in the 1996  six month interim period
from 5.6% in the 1995 six month interim period.

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

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

      EQUITY IN NET EARNINGS/(LOSS) OF BAESA, NET OF INCOME TAX.  Equity in net
earnings (loss)  of BAESA, net of income tax, amounted to $(5.6) million during
the 1996 six month interim period, compared to $5.3 million during the 1995 six
month interim period.  The decrease is attributable to losses incurred by BAESA
for the 1996 interim  period resulting from restructuring charges in connection
with continued depressed  economic  conditions in Argentina, lower sales volume
levels  in  Argentina  resulting  from such  economic  conditions,  and  losses
incurred in BAESA's Brazilian operations.

      NET INCOME/(LOSS).  Net income  (loss)  for  the  1996  six month interim
period for the Company was $(9.6) million, compared to $8.8 million  during the
1995 six month interim period.  Net (loss) in the 1996 six month interim period
primarily  reflects  equity  in  net loss of BAESA, net of income tax of $(5.6)
million as compared to equity in net  earnings  of BAESA of $5.3 million in the
1995 six month interim period.  In addition, net  loss  in  the  1996 six month
interim period reflects net loss before equity in net earnings (loss)  of Baesa
of  $(4.0)  million  as  compared to net income of $3.4 million during the 1995
interim period.

    1996 THREE MONTH INTERIM PERIOD COMPARED TO 1995 THREE MONTH INTERIM PERIOD

      NET SALES.  Net Sales  for  the  Company increased $0.3 million, or 1.4%,
for the 1996 three month interim period  from  the  1995  three  month  interim
period  to  $25.1  million.   This increase was primarily the result of a 14.5%
increase in beverage sales volume  partially offset by an increase in discounts
provided to customers 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 11.5% during the 1996 three month interim period
as compared to the 1995 three month interim period.

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

      GROSS PROFIT.  Gross  profit for the Company decreased by $1.7 million to
$9.0 million in the 1996 three  month  interim period from $10.7 million in the
1995 three month interim period.  As a percentage  of  net  sales, gross profit
decreased  to 35.7% in the 1996 three month interim period from  43.1%  in  the
1995 three month  interim period due primarily 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.

					   14
PAGE
<PAGE>


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

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

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

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

      EQUITY IN NET EARNINGS/(LOSS) OF BAESA, NET OF INCOME TAX.  Equity in net
earnings (loss) of BAESA,  net of income tax, amounted to $(3.0) million during
the 1996 three month interim  period,  compared to $2.8 million during the 1995
three month interim period.  The decrease is 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,  and  losses  incurred  in  BAESA's
Brazilian operations.

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

LIQUIDITY AND CAPITAL RESOURCES

      At  March 31, 1996, the Company  had  $48.3  million  of  cash  and  cash
equivalents,  of  which  $44  million  represented  proceeds from the Company's
initial  public  offering of equity securities, and indebtedness  for  borrowed
money, including short-term  borrowings and capital lease obligations, of $33.9
million.

      Net cash provided by (used  in)  operating activities for the Company for
the 1996 six month interim period was $(1.3)  million  compared to $9.5 million
during the 1995 six month interim period.   This decrease  was  mainly a result
of  the  net  loss  of  $(9.6) million incurred during the 1996 interim  period
compared to net income of $8.8 million earned during the 1995 six month interim
period.  As of March 31,  1996,  the Company had $24.6 million in net operating
loss carryforwards available to offset  future  Puerto  Rican income taxes. The
Company believes that net cash provided by operating activities for the Company
will  be  sufficient  to  meet its operating requirements for  the  foreseeable
future.

      Cash flows used in investing  activities  for  the  Company  amounted  to
$(10.5) million during the 1996 six month interim period, as compared to $(1.5)
million during the 1995 six month interim period.  Purchases of property, plant
and  equipment, net amounted to $13.8 million during the 1996 six month interim
period  compared  to  $4.8  million  during  the 1995 six month interim period.
Dividends  received  from BAESA amounted to $2.8  million  for  the  six  month
interim periods 1996 and 1995.

					   15
PAGE
<PAGE>


      Cash flows provided  by  (used  in)  financing activities for the Company
during the 1996 six month interim period was  $14.1  million compared to $(6.3)
million  during the 1995 six month interim period.  The  significant  financing
activities  for  the  Company  in  the  1996  six month interim period were the
payments of dividends and the issuance of notes payable of $21.2 million offset
by the repayment of debt of $1.8 million.  The significant financing activities
in the 1995 six month interim period for the Company  included  the  payment of
dividends  and  the repayment of debt.  The Company paid $5.2 million and  $4.7
million in the 1996  and  1995  six  month  interim  periods,  respectively, in
dividends.

      In November 1994, the Company and its subsidiaries entered  into a Credit
Agreement with Banco Popular.  The Credit Agreement provides for borrowings  by
the Company from time to time of $5 million in revolving loans, $8.8 million in
term  loans  and  $15  million in non-revolving loans.  In December 1995, Banco
Popular increased the amount  the  Company  may borrow under revolving loans to
$10.0 million.  As of March 31, 1996, the Company  had  outstanding  under  the
Credit  Agreement  revolving  loans  in  an aggregate principal amount of $10.0
million, term loans in an aggregate principal  amount  of $6.8 million and non-
revolving loans in an aggregate principal amount of $15.0 million.  These loans
mature  on  March  31,  1997,  September  10,  2000  and  November   10,  1996,
respectively,  and  bear  interest at a floating rate of 2% over and above  the
cost to Banco Popular of "936  Funds"  (as defined below) (the "936 Rate").  At
March 31, 1996, the 936 Rate was 5.1%.

      The weighted average interest rate  on  such  borrowings  was 7.1% in the
first  six  months  of  the fiscal year 1996.  "936 Funds" are defined  in  the
Credit Agreement as deposits  in U.S. dollars in immediately available funds by
Section 936 Corporations on the  first day of the relevant funding period for a
period equal to such funding period and in an amount equal or comparable to the
principal amount of the relevant loan.  The Company is required to make monthly
payments of principal in the amount of $128,205 with respect to the outstanding
term loans.  The Company may prepay  certain  of the loans subject to the terms
and conditions of the Credit Agreement.  Prior  to  the time that any expansion
opportunities may become available the Company may use  a  portion  of  the net
proceeds of an initial public offering completed in September 1995 to repay the
current  amount  outstanding  on the $10.0 million maximum principal amount  of
outstanding  short-term  revolving   credit   indebtedness   under  the  Credit
Agreement.

      Under the terms of the Credit Agreement, the Company is  subject  to  the
following  financial  restrictions:   (i)   the Company must maintain a minimum
Operating  Cash Flow to total Debt Service ratio  (as  defined  in  the  Credit
Agreement) of  1.50  to  1  for  each fiscal year during the term of the Credit
Agreement (ii) a minimum ratio of  current  assets  to  current  liabilities of
0.40,  0.60,  0.75  and 1.00 to 1, respectively, and a maximum ratio  of  Total
Liabilities to Tangible  Net Worth of 4.0, 4.0, 3.0 and 2.0 to 1, respectively,
for the fiscal 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.

      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") are located.

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

      Capital  expenditures  for  the Company totaled $13.8 million in the 1996
six month interim period and $4.8 million in the 1995 six month interim period.
The Company's capital expenditures  have  been  financed  by  a  combination of
borrowings  from  third  parties  and internally generated funds.  The  Company
expects to make approximately $6.0  million  in additional capital expenditures
during the fiscal year 1996 for the completion  of  the construction of the Toa
Baja Plant.

					   16
PAGE
<PAGE>


PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

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

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

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

					   17
PAGE
<PAGE>

                                    SIGNATURES


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

<TABLE>
<CAPTION>
Signatures                                            Title                                       Date
----------					      -----					  ----
<S>                                             <C>                                   	     <C>


/S/ RAFAEL NIN                                  Chief Executive Officer                      October 7, 1996
-------------------------------------------
Rafael Nin


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

					   18
PAGE
<PAGE>