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                                                                     Exhibit 3.2

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                    PEPSI-COLA PUERTO RICO BOTTLING COMPANY





                      ARTICLE I. - MEETINGS OF SHAREHOLDERS

     Section 1. Annual  Meeting.  The annual meeting of the  shareholders of the
corporation  for the election of directors and the transaction of other business
shall be held  during  the month of  January in each year and on the date and at
the time and place that the board of directors determines. If any annual meeting
is not held, by oversight or otherwise,  a special meeting shall be held as soon
as  practicable,  and any business  transacted  or election held at that meeting
shall be as valid as if transacted or held at the annual meeting.

     Section 2. Special  Meetings.  Special meetings of the shareholders for any
purpose shall be held when called by the president or the board of directors, or
when requested in writing by the holders of not less than  fifty-one  percent of
the voting  power of all the shares  entitled to vote.  A meeting  requested  by
shareholders  shall be called  for a date not less than ten nor more than  sixty
days after the request is made,  unless the shareholders  requesting the meeting
designate  a later date.  The  secretary  shall issue the call for the  meeting,
unless the president,  the board of directors,  or  shareholders  requesting the
meeting designate another person to do so. The shareholders at a special meeting
may transact only business that is related to the purposes  stated in the notice
of the special meeting.

     Section 3. Place.  Meetings of  shareholders  may be held either  within or
outside the State of Delaware.

     Section  4.  Notice.  A written  notice of each  meeting  of  shareholders,
stating  the place,  day and time of the  meeting,  and in the case or a special
meeting,  the  purpose or  purposes  for which the  meeting is called,  shall be
delivered to each  shareholder  of record  entitled to vote at the meeting,  not
less than ten nor more than  sixty  days  before  the date set for the  meeting,
either  personally  or by  first-class  mail,  by or at  the  direction  of  the
president,  the secretary,  or the officer or other persons calling the meeting.
If mailed, the notice shall be considered  delivered when it is deposited in the
United States mail, postage prepaid, addressed to the shareholder at his address
as it appears in the records of the corporation.

     Section 5.  Waivers of Notice.  Whenever any notice is required to be given
to any  shareholder of the corporation  under these by-laws,  the certificate of
incorporation,  or the  General  Corporation  Law of the  State of  Delaware,  a
written  waiver of notice,  signed at any time by the person  entitled to notice
shall be equivalent to giving  notice.  Attendance by a shareholder  entitled to
vote at a  meeting,  in person or by proxy,  shall also  constitute  a waiver of
notice of the meeting,  except when the shareholder attends a meeting solely for
the  purpose,  expressed at the  beginning  of the meeting,  of objecting to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.


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     Section 6. Closing Transfer Books or Fixing Record Date. For the purpose of
determining the shareholders for any purpose,  the board of directors may either
require  the stock  transfer  books to be closed  for up to sixty  days or fix a
record  date,  which  shall be not more than sixty days before the date on which
the action  requiring  the  determination  is to be taken.  If the purpose is to
determine shareholders entitled to vote at a meeting, the books shall be closed,
and the record  date shall be set at least ten days before the date on which the
action is to be taken.  If the transfer  books are not closed and no record date
is fixed for the determination of shareholders,  the date on which notice of the
meeting  is  mailed  or the  date on  which  the  board  of  directors  adopts a
resolution declaring the dividend or authorizing the action that would require a
determination of shareholders  shall be the record date. When a determination of
shareholders  entitled to vote at any meeting of  shareholders  has been made as
provided in this section,  that determination  shall apply to any adjournment of
the meeting, unless the board of directors fixes a new record date.

     Section 7.  Voting  Record.  At least ten days but not more than sixty days
before each meeting of  shareholders,  the officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete list of
the  shareholders  entitled to vote at the meeting,  listing each  shareholder's
address and the number,  class and series of shares that he holds.  For ten days
before  the  meeting,  the  list  shall  be kept  on  file at the  corporation's
registered  office or its principal  place of business,  and any shareholder may
inspect the list any time during normal business  hours.  The list shall also be
produced and kept open at the time and place of the  meeting,  at which time any
shareholder may inspect the list.

     If the  requirements of this section have not been  substantially  complied
with, the meeting, on the demand of any shareholder in person or by proxy, shall
be  adjourned  until the  requirements  are  complied  with.  If no  demand  for
adjournment  is made,  failure to comply with the  requirements  of this section
shall not affect the validity of any action taken at the meeting.

     Section 8. Shareholder Quorum and Voting. A majority of the shares entitled
to vote, represented in person or by proxy, constitutes a quorum at a meeting of
shareholders.  If a quorum is present, the affirmative vote of a majority of the
votes  of  the  shares  entitled  to  vote  on  the  matter  is  the  act of the
shareholders, unless otherwise provided by law. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact.  After  a  quorum  has  been  established  at a  shareholders'
meeting,  a withdrawal of  shareholders  that reduces the number of shareholders
entitled to vote at the meeting below the number  required for a quorum does not
affect the validity of an  adjournment of the meeting or any action taken at the
meeting prior to the shareholder's withdrawal.

     Treasury  shares,  shares  of stock of this  corporation  owned by  another
corporation, the majority of the voting stock of which is owned or controlled by
this  corporation,  and shares of stock of this  corporation  that it holds in a
fiduciary capacity shall not be voted,  directly or indirectly,  at any meeting,
and shall not be counted in determining  the total number of outstanding  shares
at any time. The chairman of the board, the president,  any vice president,  the
secretary, and the treasurer of a corporate shareholder are presumed to possess,
in that  order,  authority  to vote  shares  standing in the name of a corporate
shareholder,  absent a bylaw or other  instrument of the  corporate  shareholder
designating some other officer,  agent or proxy to vote the shares.  Shares held
by an  administrator,  executor,  guardian,  or conservator  may be voted by him
without a  transfer  of the  shares  into his name.  A trustee  may vote  shares
standing in his name,  but no trustee  may vote shares that are not  transferred
into his name. If he is authorized to do so by an appropriate order of the court
by which he was  appointed,  a receiver nay vote shares  standing in his name or
held by or under his control,  without  transferring the shares into his name. A
shareholder  whose  shares are pledged may vote the shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
nominee shall be entitled to vote the shares unless the instrument  creating the
pledge provides otherwise.

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     On and after the date on which  written  notice of redemption of redeemable
shares has been mailed to the holders  thereof  and a sum  sufficient  to redeem
such shares has been  deposited  with a bank or trust  company with  irrevocable
instruction  and authority to pay the  redemption to the holders  thereof,  upon
surrender of certificates  thereof, such shares shall not be entitled to vote on
any matter and shall not be deemed to be outstanding shares.

     Section  9.  Action  by  Shareholders  without a  Meeting.  Notwithstanding
Section 228 of the General Corporation Law of the State of Delaware,  any action
to be taken at any annual or special  meeting of shareholders of the corporation
may be taken without a meeting and without prior notice and without a vote, only
if a consent in writing,  setting forth the action so taken,  shall be signed by
all of the shareholders entitled to vote thereon.

                             ARTICLE II - DIRECTORS

     Section 1. Function.  The business of this corporation shall be managed and
its corporate powers exercised by the board of directors.

     Section 2. Number.  The number of directors of the Corporation shall not be
more  than  nine (9) nor less  than one (1).  The  number  of  directors  may be
increased or decreased from time to time by amendment of these  by-laws,  but no
decrease shall have the effect of shortening the term of any incumbent director,
unless the director is removed in the manner provided herein.

     Section 3. Qualification.  Each member of the board of directors must be an
adult.  A director  need not be a resident of Delaware or a  shareholder  of the
corporation.

     Section 4.  Election and Term.  At each annual  meeting,  the  shareholders
shall elect directors to hold office until the next  succeeding  annual meeting.
Each  director  shall hold office for the term for which he is elected and until
his successor is elected and qualifies or until his earlier resignation, removal
from office or death.

     Section 5.  Compensation.  The board of directors  has authority to fix the
compensation of the directors, as directors and as officers.

     Section 6. Duties of  Director.  A director  shall  perform his duties as a
director  including  his duties as a member of any  committee  of the board upon
which he serves, in good faith, in a manner he reasonably  believes to be in the
best interests of the corporation,  and with the care that an ordinarily prudent
person in a similar position would use under similar circumstances.

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     Section 7.  Presumption  of Assent.  A director of the  corporation  who is
present at a meeting of the board of directors at which action on any  corporate
matters taken is presumed to have assented to the action unless he votes against
it or expressly  abstains  from voting on it because of an asserted  conflict of
interest.

     Section  8.  Vacancies.  Unless  filled by the  shareholders,  any  vacancy
occurring on the board of directors, including any vacancy created because of an
increase in the number of directors,  may be filled by the affirmative vote of a
majority of the remaining  directors,  even if the number of remaining directors
does not  constitute a quorum of the board of directors.  A director  elected to
fill a vacancy  shall hold office only until the next  election of  directors by
the shareholders.

     Section 9. Removal of Directors.  At a meeting of  shareholders  called for
that purpose,  the  shareholders,  by a vote of the holders of a majority of the
shares entitled to vote at an election of directors, may remove any director, or
the entire board of directors,  with or without cause,  and may fill any vacancy
or vacancies created by the removal.

     Section 10.  Quorum and Voting.  At least one third of the total  number of
directors  constitutes a quorum for the  transaction of business.  The act of at
least one third of the total  number of directors at a meeting at which a quorum
is present is the act of the board of directors.

     Section 11.  Place of Meetings.  Regular and special  meetings of directors
may be held within or outside the State of Delaware.

     Members  of the board of  directors  may  participate  in a meeting of such
board by means of a conference telephone or similar communications  equipment by
means of which all persons  participating  in the meeting can hear each other at
the same time.  Participation by such means shall constitute  presence in person
at a meeting.

     Section 12. Regular  Meetings.  A regular meeting of the board of directors
shall be held  without  notice  immediately  after and at the same  place as the
annual  meeting  of  shareholders.  The  board  of  directors  may  provide,  by
resolution,  the time and place for the holding of additional  regular  meetings
without notice other than the resolution.

     Section 13. Special  Meetings.  Special  meetings of the board of directors
may be  called  by or at the  request  of the  president  or any  two  directors
consistent with the terms hereof.

     Section 14.  Notice of  Meetings.  Written  notice of the time and place of
special  meetings of the board of directors  shall be given to each  director by
either personal delivery or by first Class United States mail, tele-facsimile or
electronic mail at least two days before the meeting. Notice of a meeting of the
board of  directors  need not be given to any  director  who  signs a waiver  of
notice either before or after the meeting.

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     Attendance of a director at a meeting constitutes a waiver of notice of the
meeting and all  objections to the time and place of the meeting,  or the manner
in which it has been called or convened, except when the director states, at the
beginning of the meeting,  any objection to the transaction of business  because
the meeting is not  lawfully  called or  convened.  Neither  the  business to be
transacted  at, nor the purpose of, any regular or special  meeting of the board
of directors need be specified in the notice or waiver of notice of the meeting.

     A majority of the directors  present,  whether or not a quorum exists,  may
adjourn any meeting of the board of directors to another time and place.  Notice
of any adjourned meeting shall be given to the directors who were not present at
the time or the  adjournment  and,  unless  the time and place of the  adjourned
meeting are announced at the time of the adjournment, to the other directors.

     The directors shall act only as a board, and the individual directors shall
have no power as such,  except that any action  required by law to be taken at a
meeting of the directors of a corporation, or any action which may be taken at a
meeting  of the  directors,  may be taken  without  a meeting  if a  consent  in
writing,  setting  forth  the  action  so to be  taken,  signed  by  all  of the
directors, is filed in the minutes of the proceedings of the board. Such consent
shall have the same effect as a unanimous vote.

     Section  15.  Director   Conflicts  of  Interest.   No  contract  or  other
transaction  between the  corporation  and one or more of its  directors  or any
other  corporation,  firm,  association  or  entity  in which one or more of its
directors  are  directors or officers or are  financially  interested,  shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the board of directors which
authorizes,  approves or ratifies  such contract or  transaction  or because his
vote is  counted  for  such  purpose  if (a) the  fact of such  relationship  or
interest  is  disclosed  or known to the board of  directors  which  authorizes,
approves or ratifies the contract or transaction by a vote or consent sufficient
for the  purpose  without  counting  the votes or  consents  of such  interested
directors;  (b) the fact of such  relationship or interest is disclosed or known
to the shareholders entitled to vote and they authorize,  approve or ratify such
contract  or  transaction  by vote or written  consent;  or (c) the  contract or
transaction  is fair  and  reasonable  as to the  corporation  at the time it is
authorized by the board or the shareholders.

     Interested directors may be counted in determining the presence of a quorum
at a meeting of the board of directors  which  authorizes,  approves or ratifies
such contract or transaction.

                             ARTICLE III - OFFICERS

     Section 1.  Officers.  The officers of the  corporation  shall consist of a
president,  a  secretary,  and a  treasurer,  and may  include  one or more vice
presidents,  one or  more  assistant  secretaries,  and  one or  more  assistant
treasurers.  The officers  shall be elected at the first meeting of the board of
directors  following the annual  meeting of the  shareholders  in each year. The
board may from time to time elect or appoint other officers,  assistant officers
and agents who shall have the authority to perform the duties  prescribed by the
board. All officers shall hold office until their successors have been appointed
and have  qualified or until their earlier  resignation,  removal from office or
death.  One  person  may hold any two or more  offices.  The  failure to elect a
president,  secretary,  or  treasurer  shall not  affect  the  existence  of the
corporation.

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     Section 2. President. The president,  subject to the direction of the board
of  directors,  is  responsible  for the  general and active  management  of the
business and affairs of the corporation,  has the power to sign  certificates of
stock, bonds, deeds, and contracts for the corporation, and shall preside at all
meetings of the shareholders.

     Section 3. Vice President. Each vice president has the power to sign bonds,
deeds,  and  contracts for the  corporation  and shall have the other powers and
perform the other duties  prescribed by the board of directors or the president.
Unless the board  otherwise  provides,  if the  president is absent or unable to
act, the vice president who has served in that capacity for the longest time and
who is present and able to act, shall perform all of the duties and may exercise
any of the  powers of the  president.  Any vice  president  may  sign,  with the
secretary or assistant secretary, certificates for stock of the corporation.

     Section 4. Secretary.  The secretary shall have the power to sign contracts
and other  instruments for the corporation and shall (a) keep the minutes of the
proceedings of the  shareholders and the board of directors in one or more books
provided for that purpose, (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law, (c) maintain  custody
of the corporate  records and the corporate  seal,  attest to the  signatures of
officers who execute documents on behalf of the corporation, and assure that the
seal is affixed to all documents of which execution on behalf of the corporation
under  its seal is duly  authorized,  (d)  keep a  register  of the post  office
address of each  shareholder  that shall be  furnished  to the  secretary by the
shareholder, (e) sign with the president, or a vice president,  certificates for
shares  of the  corporation,  the  issuance  of which  have been  authorized  by
resolution  of the  board of  directors,  (f) have  general  charge of the stock
transfer  books  of the  corporation,  and (g) in  general  perform  all  duties
incident to the office of secretary and other duties as from time to time may be
prescribed by the president or the board of directors.

     Section 5.  Treasurer.  The treasurer  shall (a) have charge and custody of
and be responsible for all funds and securities of the corporation,  (b) receive
and give receipts for monies due and payable to the corporation  from any source
whatsoever,  and  deposit  monies in the name of the  corporation  in the banks,
trust  companies,  or other  depositories  as shall be  selected by the board of
directors,  and (c) in general  perform all the duties incident to the office of
treasurer  and other  duties as from time to time may be  assigned to him by the
president or the board of directors. It required by the board of directors,  the
treasurer shall give a bond for the faithful  discharge of his duties in the sum
and with the surety or sureties that the board of directors so determines.

     Section 6. Removal of Officers. An officer or agent elected or appointed by
the board of directors may be removed by the board  whenever in its judgment the
removal  of  the  officer  or  agent  will  serve  the  best  interests  of  the
corporation.  Removal shall be without  prejudice to any contract  rights of the
person removed. The appointment of any person as an officer,  agent, or employee
of the corporation does not create any contract  rights.  The board of directors
may fill a vacancy, however occurring, in any office.

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     Section 7. Salaries. The board of directors from time to time shall fix the
salaries of the officers,  and no officer shall be prevented  from receiving his
salary merely because he is also a director of the corporation.

                          ARTICLE IV - INDEMNIFICATION

     Section 1. Indemnification.  The corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interest of the  corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interest
of the corporation,  and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     The  corporation  shall  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation;  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery  of the state of Delaware or the court in which such action or suit was
brought  shall  determine  upon  application  that despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the state of Delaware or such other court shall deem proper.

     To  the  extent  that  a  director,  officer,  employee  or  agent  of  the
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding  referred to in this  section,  or in defense of any
claim,  issue  or  matter  therein,  be shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

     Section  2.  Authorization.  Any  indemnification  under  Section 1 of this
Article  (unless  ordered by a court) shall be made by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the  applicable  standard  of  conduct  set  forth in  Section 1 of this
Article.  Such  determination  shall be made: (a) by the board of directors by a
majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceedings, or (b) if such a quorum is not obtainable, or, even
if obtainable,  a quorum of disinterested  directors so directs,  by independent
legal counsel in written opinion, or (c) by the shareholders.

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     Section 3. Expense Advance.  Expenses incurred by an officer or director in
defending a civil or criminal  action,  suit or proceeding  shall be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be  indemnified  by the  corporation  as authorized in this Article.
Such  expenses  incurred  by  other  employees,   trustees  and  agents  of  the
corporation may be so paid upon such terms and conditions,  if any, as the board
of directors deems appropriate.

     Section 4. Non-Exclusivity. The indemnification and advancement of expenses
provided by, or granted  pursuant to, this Article shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any by-law,  agreement,  vote of  shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     Section 5.  Insurance.  The  corporation  shall have power to purchase  and
maintain  insurance  on behalf of any person who is or was a director,  trustee,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director, trustee, officer, employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of this Article.

     Section  6. "The  Corporation,"  Etc.  For the  purposes  of this  Article,
references to "the corporation" include all constituent corporations absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors,  officers and employees
or agents as well as the resulting or surviving  corporation  so that any person
who is or was a  director,  officer,  employee  or agent  of such a  constituent
corporation or is or was serving at the request of such constituent  corporation
as  director,  officer  employee or agent of another  corporation,  partnership,
joint venture,  trust or other enterprise shall stand in the same position under
the provisions of this Article with respect to such a constituent corporation if
its separate existence had continued.

     For  purposes of this  Article,  references  to "other  enterprises"  shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed  to be  in  the  best  interest  of  the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this Article.

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     The  indemnification  and  advancement of expenses  provided by, or granted
pursuant to, this Article shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such person.

                         ARTICLE V - STOCK CERTIFICATES

     Section 1. Issuance.  Every  shareholder in this corporation is entitled to
have  a  certificate,  evidencing  all  shares  to  which  he  is  entitled.  No
certificate shall be issued for any share until the share is fully paid.

     Section 2. Form.  Certificates  evidencing shares in this corporation shall
be signed by, or in the name of the corporation by the chairman or vice chairman
of the  board of  directors,  or the  president  or vice  president,  and by the
treasurer or an assistant treasurer, or the secretary or an assistant secretary,
and may be sealed with the seal of this  corporation or a facsimile of the seal.
Unless the shares of stock of the corporation  are registered  pursuant to every
applicable  securities law, each  certificate  shall bear an appropriate  legend
restricting the transfer of the shares evidenced by that certificate.

     Section 3. Lost,  Stolen,  or Destroyed  Certificates.  The corporation may
issue a new certificate in the place of any certificate previously issued if the
shareholder of record (a) makes proof in affidavit form that the certificate has
been lost,  destroyed,  or  wrongfully  taken,  (b)  requests the issue of a new
certificate  before the  corporation  has notice that the  certificate  has been
acquired  by a  purchaser  for  value in good  faith and  without  notice of any
adverse claim, (c) if requested by the corporation,  gives bond in the form that
the corporation  directs, to indemnify the corporation,  the transfer agent, and
the registrar  against any claim that may be made  concerning  the alleged loss,
destruction,  or theft of a certificate,  and (d) satisfies any other reasonable
requirements imposed by the corporation.

     Section 4. Restrictive Legend. Every certificate evidencing shares that are
restricted  as to sale,  disposition,  or  other  transfer  shall  bear a legend
summarizing the restriction and stating that a full statement of the restriction
is on file with the secretary of the corporation.

                             ARTICLE VI - DIVIDENDS

     The board of directors from time to time may declare,  and the  corporation
may pay,  dividends on its  outstanding  shares in the manner and upon the terms
and conditions provided by law.

                                       9
<PAGE>

                               ARTICLE VII - SEAL

     The  corporate  seal  shall have the name of the  corporation  and the word
"seal"  inscribed  on it,  and  may be a  facsimile,  engraved,  printed,  or an
impression seal.

                            ARTICLE VIII - AMENDMENT

     These  bylaws may be  repealed  or amended,  any  additional  bylaws may be
adopted,  by either a vote of the full  board of  directors  or by a vote of the
holders of all the issued and outstanding shares entitled to vote, but the board
of directors  may not amend or repeal any bylaw adopted by  shareholders  if the
shareholders  specifically provide that the bylaw is not subject to amendment or
repeal by the directors.

                           ARTICLE IX - MISCELLANEOUS

     Section 1. Checks. All checks,  notes, bills of exchange or other orders in
writing  shall be signed by such person or persons as the board of directors may
from time to time designate.

     Section 2.  Contracts.  Except as otherwise  provided in these bylaws,  the
board of directors may authorize  any officer or officers,  agent or agents,  to
enter into any contract or to execute or deliver any instrument on behalf of the
corporation and such authority may be general or confined to specific instances.

     Section 3. Deposits.  All funds of the corporation  shall be deposited from
time to time to the credit of the corporation in such banks, trust companies, or
other  depositories as the board of directors may approve or designate,  and all
such funds shall be withdrawn only upon checks signed by one or more officers or
employees as the board of directors shall from time to time determine.

     Section 4. Balance Sheets and Profit and Loss Statements.

          (1) Unless modified by resolution of the shareholders,  not later than
     four months  after the close of each fiscal  year,  the  corporation  shall
     prepare:

               (a) a balance sheet  showing in  reasonable  detail the financial
          condition of the corporation at of the close of its fiscal year.

               (b) a profit  and  loss  statement  showing  the  results  of its
          operation during its fiscal year.

          (2) Upon the written request of any shareholder, the corporation shall
     mail to such shareholder a copy of the most recent balance sheet and profit
     and loss statement of the corporation.

          (3) Such balance sheet and profit and loss statement shall be filed in
     the registered office of the corporation in the state of Delaware, shall be
     kept for at least  five years and shall be  subject  to  inspection  during
     business hours by any shareholder in person or by agent.

                                       10
<PAGE>

     Section 5. Corporate Books and Records.

          (1) The corporation  shall keep correct and complete books and records
     of account and shall keep minutes of the  proceedings of its  shareholders,
     board of directors and committees of directors.

          (2) The corporation  shall keep at its registered  office or principal
     place of business,  or at the office of its transfer agent or registrar,  a
     record  of  its  shareholders,  giving  the  names  and  addresses  of  all
     shareholders,  and the number,  class and series of the shares held by each
     shareholder.

          (3) Any books,  records and  minutes may be in written  form or in any
     other form capable of being converted into written form within a reasonable
     time.

          (4) Any  shareholder,  upon written  demand,  stating a proper purpose
     therefor,  shall  have  the  right to  examine,  in  person  or by agent or
     attorney,  at any reasonable  time or times,  for any proper  purpose,  its
     relevant books and records of accounts, minutes and records of shareholders
     and to make extracts therefrom.

                                       11
<PAGE>

                    PEPSI-COLA PUERTO RICO BOTTLING COMPANY
                          CERTIFICATE OF AMENDMENT TO
                          AMENDED AND RESTATED BY-LAWS


     The undersigned,  Secretary of Pepsi-Cola Puerto Rico Bottling Company (the
"Corporation"),  hereby  certifies that the following  amendments to the Amended
and Restated  By-laws of the  Corporation  (the  "By-laws")  were  approved in a
meeting of the Board of Directors of the Corporation held on January 24, 1998:

     Sections 1, 2, 3 and 4 of Article IV of the By-laws are hereby  amended and
modified in their entirety to read as follows:

                          ARTICLE IV - INDEMNIFICATION

     Section 1. Indemnification.  (a) The corporation shall indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation)  by  reason  of the  fact  that he is or was a  director,  officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys' fees),  judgments,  fines, and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and manner he reasonably  believed to be in
or not opposed to the best interest of the corporation, and, with respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  The  termination  of any action,  suit or proceeding by judgment,
order,  settlement,  conviction,  or  upon  a plea  of  nolo  contendere  or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed  to the best  interest  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful.

     (b) The corporation  shall indemnify any person who was or is a party or is
treated to be made a party to any  threatened,  pending or  completed  action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  trustee,  officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  trustee,  officer,  employee  or agent of  another  corporation
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation;  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery of the state of Delaware or the court in which such action or
suit was brought shall determine upon  application that despite the adjudication
of liability but in view of all the  circumstances  of the case,  such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the state of Delaware or such other court shall deem proper.

                                       1
<PAGE>

     (c) To the  extent  that  any  person  referred  to in  the  preceding  two
paragraphs  has been  successful  on the merits or  otherwise  in defense of any
action,  suit or proceeding  referred to in this  Section,  or in defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

     Section 2. Authorization.  Any indemnification under paragraphs (a) and (b)
of Section 1 of this  Article  (unless  ordered by a court) shall be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
paragraph (a) or (b) of Section 1 of this Article.  Such determination  shall be
made,  at  the  option  of the  person  seeking  indemnification,  by one of the
following: (a) by the board of directors by a majority vote of directors who are
not parties to such action,  suit or  proceedings,  or (b) by independent  legal
counsel selected by the person seeking  indemnification from among the law firms
listed  in  Schedule  or  which  are  otherwise  reasonably  acceptable  to  the
corporation,  in a written opinion or (c) if agreed upon by the corporation,  by
the   shareholders.   In  making   such   determination,   the  person   seeking
indemnification  under this Article shall be presumed to have met the applicable
standard of conduct set forth in Section 1 of this  Article,  which  presumption
may be rebutted with evidence to the contrary.  This determination shall be made
by the board of directors or independent legal counsel,  as the case, may be, as
promptly  as  possible  after  submission  to such board of  directors  or legal
counsel,  and,  to the  extent  possible,  within 30 days of such  submission  a
determination  made in  accordance  with,  this  Section  shall not be deemed to
affect any right to judicial review of such  determination that a person seeking
indemnification under this Article may have under applicable law.

     Section 3 Expense Advance. Expenses incurred by a present or former officer
or director in  defending a civil or criminal  action,  suit,  investigation  or
administrative matter (hereinafter called "Indemnifiable  Events") in which such
person is named as a party,  subject or witness, or brought against such person,
by reason of his serving or acting,  or having  served or acted as a director or
officer,  or arising or allegedly  arising,  directly or indirectly,  out of any
act, omission,  occurrence or event involving such person,  shall be paid by the
corporation  in  advance  of  the  final   disposition  or  completion  of  such
Indemnifiable  Event upon the written request of such person and compliance with
the other recipients of this Section.  A person  requesting  payments under this
Section shall be required to execute an  undertaking  to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized  herein and furnish or file with the  corporation  any
other document  required by law. Unless required by law, such  undertaking  need
not be secured.  After receipt by the  corporation of such executed  undertaking
and  any  other  documents,  required  by  law,  payment  shall  be  made by the
corporation  promptly after receipt by it of a reasonably  detailed  invoice for
any such expenses,  certified by the person seeking reimbursement or the payment
of the invoice,  to the effect that such expense was actually incurred by him in
connection with his defense of a claim for which indemnification could be sought
under this Article.  It is the intent of the corporation  that the provisions of
this Article be mandatory in operation and not subject to the  discretion of the
corporation.   Further,   fees  and  expenses  shall  be  recoverable  from  the
corporation,  by any person  adjudged or  determined to be entitled to indemnity
hereunder,  if such fees and  expenses  are  incurred  in order to enforce  this
Article with respect to advancement of expenses or indemnification.

                                       2
<PAGE>

     Expenses   incurred  by  other  employees,   trustees  and  agents  of  the
corporation may be so paid upon such terms and conditions,  if any, as the board
of directors deems appropriate.

     Section 4. Contractual Rights:  Applicability of Amendments Interpretation.
The rights  under this  Article to  Indemnification  and to the  advancement  or
reimbursement of expenses,  (i) are and shall be contract rights based upon good
and valuable consideration,  pursuant to which the persons in favor of whom such
rights are created may sue as if the  provisions  of this Article were set forth
in a separate  written  contract  or  contracts  between  such  persons  and the
corporation, and (ii) shall continue and remain available and enforceable, after
any revocation or restricted  modification  thereof, as to Indemnifiable  Events
occurring or having  occurred prior to such relocation or  modification.  To the
extent that any amendment to this Article  (including  the Amendment  adopted on
January 24, 1998) establishes  specific  procedures  relating to indemnification
and  advancement  of expenses  or grants  additional  rights to persons  covered
hereunder,  such procedures and additional  rights shall only be applicable with
respect to  Indemnifiable  Events  relating to events or actions or omissions by
such persons in their  capacity as director,  officer,  employee or agent of the
corporation,  in each  case  occurring  after the date of such  amendment.  This
Article is intended to grant  indemnification  to persons covered hereby only to
the maximum extent permitted by applicable law.

     The other  Sections of Article IV of the By-laws  shall remain  unmodified,
unaltered and unchanged and in full force and effect.

     Except  for the  amendments  set forth  above,  the  By-laws  have not been
otherwise amended, repealed or revoked.

     This  Certificate  of  Amendment of the By-laws of  Pepsi-Cola  Puerto Rico
Bottling Company is issued on this 11th day of June, 1998.

                                          PEPSI-COLA PUERTO RICO
                                          BOTTLING COMPANY


                                          By: /s/ Lawrence Odell
                                              ----------------------------------
                                                  Secretary

[Seal]

                                       3
<PAGE>

                     PEPSI-COLA PUERTO RICO BOTTLING COMPANY

                               AMENDMENT TO BYLAWS

        (Adopted pursuant to a Board resolution dated December 29, 1998)

     WHEREAS, the Bylaws of the Company currently provide that an annual meeting
of stockholders shall occur in the month of January;

     WHEREAS,  the Company  desires to have more  flexibility in determining the
date of the annual stockholders' meeting; and

     WHEREAS, the Company desires that its Bylaws be amended to provide that the
Board of Directors may determine the date,  time and place of the annual meeting
of stockholders in its sole discretion; it is

          RESOLVED, that Article I, Section 1 of the Company's Bylaws are hereby
     amended to read as follows:

          The annual  meeting of the  shareholders  of the  corporation  for the
          election for directors and the  transaction of other business shall be
          held on a date and at a time and place to be  determined  by the board
          of directors.