AMENDMENT NO. 5 TO CLASS A SHAREHOLDERS AGREEMENT
              -------------------------------------------------

     This  Amendment No. 5 to the Class A Shareholders Agreement is made as
of this 14th  day  of  May,  1997,  by  and  between PEPSI-COLA PUERTO RICO
BOTTLING  COMPANY,  a  Delaware  corporation (the  "Corporation")  and  the
individual  and  corporate  shareholders   (the   "Shareholders")   of  the
Corporation whose signatures appear in the signature pages hereto.

     WHEREAS,  the  undersigned  are  all  parties  to that certain Class A
Shareholders  Agreement  dated  as  of  April  27, 1987, as  amended  under
Amendment No. 1 to Class A Shareholders Agreement  dated  as of July, 1990,
Amendment No. 2 to Class A Shareholders Agreement dated as  of  November 5,
1993, Amendment No. 3 to Class A Shareholders Agreement dated as  of August
28, 1995, and Amendment No. 4 to Class A Shareholders Agreement dated as of
the 7th day of January, 1997 (hereinafter the "Agreement"); and,

     WHEREAS,  on  September 28, 1996, the parties hereto executed a  Stock
Option Agreement (the  "Option Agreement") whereby all Class A shareholders
granted to Mr. Rafael Nin  an  option  to  purchase  all  5,000,000 Class A
shares  of the Corporation for a purchase price of $1 per share  and  which
option is  exercisable  within  a  period  of  two  (2) years from the date
thereof; and,

     WHEREAS,  also on September 28, 1996, the parties  hereto  executed  a
Voting  Trust Agreement  and  Irrevocable  Proxy  (the  "Trust  Agreement")
whereby all  Class  A shareholders delivered and deposited with Mr. Nin the
5,000,000 Class A shares  of  the  Corporation in trust granting thereby to
Mr. Nin the right to vote said shares in all shareholder meetings; and,

     WHEREAS, as of May 14, 1997, the  parties  hereto  have entered into a
new Stock Option Agreement ("Option Agreement No. 2") and  Trust  Agreement
("Trust  Agreement  No.  2") in respect of 2,500,000 Class B shares of  the
Corporation (herein the "Class  B  Shares")  wherein  the  Shareholders (i)
granted to Mr. Rafael Nin, in furtherance of any settlement relating to the
class  action  suits  commenced by some of the public shareholders  of  the
Company (herein the "Suits"),  an option to purchase said amount of Class B
Shares, said option being exercisable  from  the date hereof up to December
31, 1997, as set forth in said Option Agreement  No.  2, and (ii) delivered
said shares with Mr. Nin in trust under the Trust Agreement  No. 2 granting
thereby  to Mr. Nin the right to vote said shares in all matters  requiring
of shareholder  approval  and to make such shares available for purposes of
Option Agreement No. 2; and

     WHEREAS, in consideration  of the parties' agreements set forth in the
Option Agreement No. 2 and the Trust  Agreement  No.  2,  the  Shareholders
desire to amend certain provisions of the Agreement;

     NOW  THEREFORE,  for good and valuable consideration, the receipt  and
sufficiency of which is  hereby  acknowledged,  the parties hereto agree as
follows:


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     1.   All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement as amended.

     2.   In the event that the Option with respect  to  Class  A Shares is
exercised pursuant to that certain Agreement titled Stock Option  Agreement
dated  September  28, 1996 by and between the Shareholders, Rafael Nin  and
the Corporation, the  Corporation  agrees  to  undertake,  as  promptly  as
practicable thereafter, such steps and acts necessary to register the Class
B  Shares  held  by  the  Shareholders  with  the  Securities  and Exchange
Commission;  and to otherwise provide for any other alternatives  available
to make such B  Shares fully tradable in the public markets.  All costs and
expenses, except  underwriting  commissions,  associated with the foregoing
undertaking shall be borne by the Corporation.

     3.   The  Agreement shall be and is hereby  amended  for  purposes  of
providing that notwithstanding any provision therein to the contrary, as of
the date in which  the  court  before  which  the Suits are being processed
enters  into  and  issues  a  final and unappealable  order  approving  the
settlement reached with the plaintiffs  of  such  Suits,  all  restrictions
relating  to  the  transferability  of Shares under the Agreement shall  be
deemed without effect and no longer be  limited  or  restricted as to their
disposition of Shares of the Corporation or subject to  the  terms  of  the
Agreement.   In  this  respect,  as  of  such  date, the Agreement shall be
terminated and no longer effective for all intent and purposes.

     After the above referenced date regarding the  finality  of  the order
approving  the  settlement, any Shareholder may thereafter dispose of  his,
her or its Shares  of  the  Corporation  by  any lawful means including the
following alternatives:  (i) a Rule 144 offering  (subject  to  the  volume
limitations  set  forth  in  said Rule 144), (ii) by virtue of a filing and
registration of Class B shares  by  the Corporation through Form S-3 of the
Securities  and Exchange Commission which  filing  shall  be  made  by  the
Company not later than October 31, 1997, or (iii) if the Form S-3 filing is
not available  to  the  Corporation  by  October  31, 1997, the Corporation
agrees  to undertake to file promptly a Form S-1 with  the  Securities  and
Exchange  Commission  for  the  registration of all of such Class B Shares.
With  respect  to each of the above  alternatives,  the  Corporation  shall
undertake to do  all  things  and perform all acts required or necessary in
connection with the preparation  and  filing of any registration statement,
prospectus and/or form with the Securities  and  Exchange Commission as may
be required under applicable securities laws, and,  shall  pay all expenses
related thereto, except any underwriting commissions.

     4.   It is further agreed that (i) shares subject to the  Voting Trust
Agreement or the Option Agreement (to the extent such agreement is still in
effect)  shall  continue to be subject to the restrictions on transfer  and
other  terms of the  Voting  Trust  Agreement  and  the  Option  Agreement,
respectively;  (ii)  all  Shares  shall  be  subject to the restrictions on

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transfer  imposed  by  applicable  securities  laws;  (iii)  the  Essential
Shareholders may not sell or otherwise transfer  any Shares if such sale or
transfer  would  give  PepsiCo,  Inc.  the right to terminate  any  of  the
Exclusive Bottling Appointments dated April 27, 1987 between PepsiCo, Inc.,
the  Corporation  and  the shareholders specified  therein;  and  (iv)  the
holders of Class A Shares  may  not  sell  any  Class  A Shares, even after
termination  of  the  Voting  Trust Agreement, without the consent  of  the
Corporation, and shall, at the  request  of  the  Corporation,  and  to the
extent  that the EBAs require the Essential Shareholders to maintain voting
control of  the  Corporation,  transfer  to  the Essential Shareholders, in
exchange  for Class B Shares held by the Essential  Shareholders,  as  many
Class A Shares  as  shall  be  necessary  so that, after termination of the
Voting Trust Agreement, the Essential Shareholders  maintain voting control
of the Corporation.

     5.   Other than for the amendments herein set forth, the Agreement, as
amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment
No. 4 shall remain in full force and effect, unaltered  and unchanged, with
the  provisions  of  this Amendment No. 5 being fully incorporated  to  the
Agreement and Amendment  No.  1,  Amendment  No.  2,  Amendment  No.  3 and
Amendment No. 4.

     6.   This  Amendment may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto execute this Amendment No. 5 to
Class A Shareholders Agreement, as of the date first above written.

<TABLE>
<CAPTION>
CORPORATION                                       SHAREHOLDERS
-----------                                       ------------
<S>                                               <C>
PEPSI-COLA PUERTO RICO
  BOTTLING COMPANY

By: /s/ RAFAEL NIN                                /s/Charles H. Beach
    --------------                                /s/PATRICIA BEACH
                                                  ---------------------------
                                                  Charles H. Beach, for himself and as trustee
                                                  under Voting Trust Agreement dated 8/25/96

                                                  /s/MICHAEL J. GERRITS
                                                  ---------------------------
                                                  Michael J. Gerrits, as Trustee under Voting
                                                  Trust dated April 27, 1987.

                                                  /s/JOHN W. BECK
                                                  ---------------------------
                                                  John W. Beck

                                                  /s/CHARLES R. KRAUSER
                                                  ---------------------------
                                                  Charles R. Krauser, as Trustee under Voting
                                                  Trust dated April 27, 1987.

                                                  /s/INES DE S. SCHEDLBAUER
                                                  ---------------------------
                                                  Girasol Enterprises, S.A.

                                                  /s/ANTON SCHEDLBAUER
                                                  ---------------------------
                                                  Lumiye International, S.A.

                                                  /s/GEORGE HAAS
                                                  ---------------------------
                                                  Haas Financial Corporation

 
                                                  ---------------------------
                                                  Sumner Kramer

                                                  /s/ANGEL COLLADO-SCHWARZ
                                                  ---------------------------
                                                  Angel Collado-Schwarz

                                                  /s/RAFAEL NIN
                                                  ---------------------------
                                                  Rafael Nin
</TABLE>



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