<PAGE>

                                                              Exhibit 3.1

                        AMENDMENT TO AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                     PEPSI-COLA PUERTO RICO BOTTLING COMPANY
                            (a Delaware corporation)

     Pepsi-Cola  Puerto Rico  Bottling  Company,  a  corporation  organized  and
existing under the laws of the State of Delaware, hereby certifies as follows:

     1. The name of the corporation is Pepsi-Cola Puerto Rico Bottling Company.

     2. The  corporation was originally  incorporated as PPR Acquisition  Corp.,
and the original  Certificate of  Incorporation  of the Corporation was filed in
the office of the  Secretary of State of the State of Delaware on March 4, 1988.
An Amended and Restated  Certificate of  Incorporation  of the  Corporation  was
filed in the office of the Secretary of State of the State of Delaware on August
29, 1995 and a Certificate of Amendment to the Amended and Restated  Certificate
of  Incorporation of the Corporation was filed in the office of the Secretary of
State of the State of Delaware on March 6, 1999.

     3.  The  effective  time of this  Amendment  to the  Amended  and  Restated
Certificate of Incorporation shall be 12:01 a.m., October 15, 1999.

     4. Pursuant to Section 242 of the general  corporation  law of the State of
Delaware, the amendments set forth below have been duly adopted by the directors
and shareholders of the Corporation.

     5. The Amended and  Restated  Certificate  of  Incorporation  is amended as
follows:

          a)   Article  FIRST is amended  in its  entirety  to read as  follows:

               FIRST:  The  name  of the  corporation  (hereinafter  called  the
               "Corporation") is PepsiAmericas, Inc.

          b)   The first  sentence  of Article  FOURTH is amended to read in its
               entirety as follows: ------

               The total  number of shares  of all  classes  of stock  which the
               Corporation  shall have  authority to issue is One Hundred  Fifty
               Million   (150,000,000)   shares,   consisting  of  Five  Million
               (5,000,000)  shares of Class A Common  Stock,  par value $.01 per
               share (herein  called the "Class A Common Stock") and One Hundred
               Forty-Five Million  (145,000,000) shares of Class B Common Stock,
               par value $.01 per share (hereinafter  called the "Class B Common
               Stock).

<PAGE>

     IN WITNESS WHEREOF,  this Amendment to the Amended and Restated Certificate
of  Incorporation  is  hereby  executed  on  behalf  of the  Corporation  by the
undersigned  officer,  who is  authorized  to execute  same,  on this 7th day of
October, 1999.

                                         PEPSI-COLA PUERTO RICO BOTTLING COMPANY


                                         By /s/ John F. Bierbaum
                                            ------------------------------------
                                                John F. Bierbaum
                                            Its:  Vice President and Chief
                                                  Financial Officer




STATE OF MINNESOTA                  )
                                    )ss
COUNTY OF HENNEPIN                  )


     The foregoing instrument was acknowledged before me this 7th day of October
1999, by John F.  Bierbaum,  the Vice President and Chief  Financial  Officer of
Pepsi-Cola Puerto Rico Bottling Company.



                                         /s/ Charles W. Johnson
                                         --------------------------------------
                                         Notary Public

<PAGE>

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                    PEPSI-COLA PUERTO RICO BOTTLING COMPANY

     The  following  Amended  and  Restated   Certificate  of  Incorporation  of
Pepsi-Cola  Puerto  Rico  Bottling  Company,   originally  incorporated  as  PPR
Acquisition  Corp.  on March 4,  1988,  has been duly  adopted  pursuant  to the
authority and applicable  provisions of Sections 242, 245 and 228 of the General
Corporation  Law of the State of Delaware and  supersedes and takes the place of
the existing certificate of incorporation and amendments thereto.

     FIRST: The name of the corporation  (hereinafter  called the "Corporation")
is Pepsi-Cola Puerto Rico Bottling Company.

     SECOND:  The  respective  names of the County  and/or  the City  within the
County in which the registered office or the Corporation is to be located in the
State or Delaware are the County of New Castle and the City of  Wilmington.  The
name  of the  registered  agent  of the  corporation  is The  Corporation  Trust
Company.  The  street and number of said  registered  office and the  address by
street and number of said  registered  agent is 1209 Orange Street,  Wilmington,
Delaware.

     THIRD:  The nature of the  business of the  Corporation  and the objects or
purposes to be transacted, promoted or carried on by it are as follows:

                  To engage in the business of bottling all beverages and fluids
         that may legally be possessed, bottled and sold and any lawful business
         related thereto; to sell and distribute said beverages when bottled; to
         purchase or manufacture  said beverages or both; to  manufacture,  buy,
         sell, import and export said bottled beverages and the bottles in which
         they are contained as well as the cases  necessary to hold said bottles
         in distribution;  and to acquire and hold all necessary real estate and
         to erect,  maintain and operate such plants as may be necessary for the
         fulfillment of the above objects.

                  To  engage  in any  construction,  manufacturing,  mercantile,
         selling,  management,  service or other business, operation or activity
         which may be lawfully  carried on by a corporation  organized under the
         General  Corporation  Law of the  State  of  Delaware,  whether  or not
         related to the foregoing paragraph.

                  The  foregoing  provisions  of this  Article  THIRD  shall  be
         construed  both as  purposes  and  powers  and  each as an  independent
         purpose and power. The foregoing  enumeration of specific  purposes and
         powers  shall  not be held to  limit  or  restrict  in any  manner  the
         purposes  and powers of the  corporation,  and the  purposes and powers
         herein  specified shall be in no way limited or restricted by reference
         to, or inference from, the terms of any provisions of this or any other
         Article  of this  certificate  of  incorporation;  provided,  that  the
         Corporation  shall not carry on any  business or exercise  any power in
         the State of  Delaware  or in any state,  territory,  or country  which
         under the laws thereof the  Corporation  may not  lawfully  carry on or
         exercise.

     FOURTH:  The  total  number of shares  of all  classes  of stock  which the
Corporation shall have authority to issue is Forty Million  (40,000,000) shares,
consisting of Five Million (5,000,000) shares of Class A Common Stock, par value
$.01 per share  (herein  called the  "Class A Common  Stock")  and  Thirty  Five
Million  (35,000,000)  shares of Class B Common Stock,  par value $.01 per share
(herein  called the "Class B Common  Stock").  As used  herein the term  "Common
Stock" shall include the Class A Common Stock and the Class B Common Stock.  All
cross  references  in each  subdivision  of this  Article  FOURTH refer to other
paragraphs in such subdivision  unless otherwise  indicated.  The following is a
statement of the designations,  preferences,  limitations and relative rights in
respect of each class of Common Stock of the Corporation:

     Except as herein otherwise expressly provided, all shares of Class A Common
Stock and Class B Common Stock shall be identical  and shall entitle the holders
thereof to the same rights and privileges.

     1. Dividends.  When and as dividends are declared or paid or  distributions
are made  upon  Common  Stock,  whether  payable  in  cash,  in  property  or in
securities of the Corporation,  the holders of Common Stock shall be entitled to
share equally, share for share, in such dividends and distribution,  except that
if dividends are declared which are payable in shares of Class A Common Stock or
Class B Common Stock,  dividends shall be declared which are payable at the same
rate in each such class of stock and the dividends  payable in shares of Class A
Common  Stock  shall be  payable  to the  holders of that class of stock and the
dividends  payable  in shares of Class B Common  Stock  shall be  payable to the
holders of that class of stock.

     2. Liquidation.  In the event of any voluntary or involuntary  liquidation,
dissolution  or winding-up  of the  Corporation,  the assets of the  Corporation
available for distribution to shareholders shall be distributed  equally,  share
for share, to the holders of outstanding Common Stock.

     3. Conversion.  Subject to and upon compliance with the provisions  hereof,
each  record  holder of Class A Common  Stock  shall be entitled at any time and
from time to time to convert  any or all of its  shares of Class A Common  Stock
held by such holder  into shares of Class B Common  Stock at the rate of one (1)
share of  Class B  Common  Stock  for  each  share  of  Class A Common  Stock so
converted.  The shares of Class B Common  Stock  shall not carry any  conversion
rights nor otherwise be convertible into shares of Class A common Stock.

     Each  conversion  of shares of Class A Common  Stock into shares of Class B
Common  Stock  shall  be  effected  by  the  surrender  of  the  certificate  or
certificates representing the shares of the Class A Common Stock to be converted
at the principal  office of the  Corporation  (or such other office or agency of
the  Corporation  as the  Corporation  may designate by notice in writing to the
holder or holders of Class A Common Stock) at any time during its usual business
hours,  together  with written  notice by the holder of the Class A Common Stock
stating that such holder desires to convert a stated number of shares of Class A
Common Stock  represented by such  certificates  into Class B Common Stock which
notice shall also state the name or names (with addresses) and  denominations in
which the certificate or  certificates  for Class B Common Stock shall be issued
and shall  include  instructions  for  delivery  thereof.  Promptly  after  such
surrender and the receipt of such written notice,  the  Corporation  shall issue
and deliver in accordance with such instructions the certificate or certificates
for Class B Common Stock issuable upon such conversion.

<PAGE>

     Such  conversion  shall be deemed to have been  effected as of the close of
business on the date on which such certificate or certificates  representing the
shares of Class A Common Stock shall have been  surrendered  to the  Corporation
and such notice shall have been  received by the  Corporation,  and at such time
all rights of the holder of such converted  shares of Class A Common Stock (or a
specified  portion  thereof) as such holder  shall cease and the person in whose
name or names any certificate or certificates for shares of Class B Common Stock
are to be issued upon such conversion  shall be deemed to have become the holder
or holders of record of the shares of Class B Common  Stock  issuable  upon such
conversion.

     The  Corporation  shall at all times reserve and keep  available out of its
authorized but unissued shares of Class B Common Stock solely for the purpose of
issue upon the conversion of the Class A Common Stock, as herein provided,  such
number of  shares of Class A Common  Stock as shall  then be  issuable  upon the
conversion  of all  outstanding  shares of Class A Common  Stock.  All shares of
Class B Common Stock  issuable upon a conversion  described  herein shall,  when
issued,  be duly and  validly  issued  and fully  paid and  non-assessable.  The
issuance of certificates  for shares of Class B Common Stock upon conversions of
shares of Class A Common  Stock shall be made  without  charge to the holders of
such shares of Class A Common  Stock for any  issuance  tax in respect  thereof,
provided that the  Corporation  shall not be required to pay any taxes which may
be payable in respect of any  transfer  involved in the issuance and delivery of
any certificate in a name other than that of the holder of the shares of Class A
Common Stock converted.

     4. Voting Rights.  Each holder of Class A Common Stock shall be entitled to
six (6) votes for each share of Class A Common Stock held by such shareholder on
any matter on which  shareholders  of Common  Stock are  entitled to vote.  Each
holder of Class B Common  Stock shall be entitled to one (1) vote for each share
of Class B Common Stock held by such holder on any matter on which  shareholders
of Common Stock are entitled to vote. Consistent herewith,  upon a conversion of
shares of Class A Common Stock to shares of Class B Common Stock,  each share of
Class B Common Stock shall only be entitled to one (1) vote

     FIFTH:  The  Corporation  may from time to time effect  "stock  splits" and
other  forms of  exchanges  and  reclassifications  of the  Common  Stock of the
Corporation  and issue and  distribute  new shares to the record  holders of the
outstanding Common Stock of the Corporation.

     SIXTH:  The directors of the Corporation  shall be elected and appointed to
the Board of Directors as provided in the By-Laws of the corporation.

     SEVENTH: The Corporation is to have perpetual existence.


<PAGE>

     EIGHTH:  The private property of the stockholders of the Corporation  shall
not be subject to the payment of corporate debts to any extent whatever.

     NINTH:  For the  management  of the  business  and for the  conduct  of the
affairs  of  the  corporation,  and  in  further  definition,   limitation,  and
regulation  of  the  powers  of  the   Corporation  and  of  its  directors  and
stockholders, it is further provided:

     1. The number of directors of the Corporation  shall be as specified in the
By-Laws of the Corporation but such number may from time to time be increased or
decreased in such manner as may be prescribed by the By-Laws.  In no event shall
the number of directors be less than the minimum  number  prescribed by law. The
election of directors need not be by ballot.  Directors need not be stockholders
of the Corporation.

     2. The  business  of the  Corporation  shall  be  managed  by the  Board of
Directors except as otherwise provided by law.

     3. In the absence of fraud,  no contract or other  transaction  between the
Corporation and any other  corporation,  and no act of the Corporation  shall in
any way be affected or  invalidated by the fact that any of the directors of the
Corporation  are  pecuniarily  or otherwise  interested  in, or are directors or
officers of, such other corporation; and, in the absence of fraud, any director,
individually,  or any firm of which any director may be a member, may be a party
to,  or  may  be  pecuniarily  or  otherwise  interested  in,  any  contract  or
transaction of the Corporation;  provided, in any case, that the fact that he or
such firm is so  interested  shall be  disclosed or shall have been known to the
Board of Directors or a majority  thereof;  and any director of the  Corporation
who is also a director or officer of any such other corporation,  or who is also
interested,  may be  counted in  determining  the  existence  of a quorum at any
meeting of the Board of Directors of the  Corporation  which shall authorize any
such  contract,  act or  transaction  and may vote thereat to authorize any such
contract, act, or transaction, with like force and effect as if he were not such
director or officer of such other corporation, or not so interested.

     4. No director of the corporation  shall be liable to any person on account
of any action  undertaken by him as such director in reliance in good faith upon
the existence of any fact or circumstance  reported or certified to the Board of
Directors  by any  officer of the  Corporation  or by any  independent  auditor,
engineer, or consultant retained or employed as such by the Board of Directors.

     5. No  director  shall  be  personally  liable  to the  Corporation  or any
stockholder  for monetary  damages for breach of  fiduciary  duty as a director,
except,  in addition to any and all other  requirements for such liability,  (i)
for any breach of such  director's  duty of loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a  knowing  violation  of law,  (iii) to the  extent
provided  under  section 174 of Title 8 of the  Delaware  Code  (relating to the
Delaware  General  Corporation  Law)  or  any  amendment  thereto  or  successor
provision thereto,  and (iv) for any transaction for which such director derived
an improper personal benefit.  Neither the amendment nor repeal of this Section,
nor  the  adoption  of  any  provision  of  the  certificate  of   incorporation
inconsistent  with this  Section,  shall  eliminate or reduce the effect of this
Section  in respect of any  matter  occurring,  or any cause of action,  suit or
claim that, but for this Section would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.


<PAGE>

     6.  Whenever  a  compromise  or  arrangement   is  proposed   between  this
Corporation  and  its  creditors  or any  class  of  them  and/or  between  this
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  Corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  Corporation  under
the  provisions  of  section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under the  provisions  of  section  279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,  and/or of
the stockholders or class of stockholders of this  Corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
Corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  Corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on  all  creditors  or  class  or  creditors,  and/or  on  all  the
stockholders or class of stockholders,  of this Corporation, as the case may be,
and also on this Corporation.

     TENTH: (a) The Corporation  shall indemnify any person who was or is a part
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,  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),  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 interests 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
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,  trustee,  officer, employee or
agent of the Corporation, or is or was serving at the request or 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 and 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.


<PAGE>

     (c) To the extent that any person  referred to in Paragraphs (a) and (b) of
this Article TENTH has been  successful on the merits or otherwise in defense of
any action,  suit or proceeding referred to therein, 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.

     (d) Any indemnification  under Paragraphs (a) and (b) of this Article TENTH
(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,
trustee,  officer,  employee or agent is proper in the circumstances  because he
has met the applicable  standard of conduct set forth in such Paragraphs (a) and
(b) of this Article TENTH. Such determination  shall be made (1) by the Board of
Directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or (2) if such a quorum  is not
obtainable,  or, even if obtainable,  if a quorum of disinterested  directors so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders.

     (e)  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 any
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 TENTH.  Such expenses  incurred by
other employees and agents of the Corporation may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant  to, the other  Paragraphs  of this  Article  TENTH shall not be deemed
exclusive  of any other  rights to which those  seeking  indemnification  may be
entitled  under  any  statute,  by-law,   agreement,  vote  of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) The Corporation shall have the 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 his against such liability under the provisions of this Article TENTH.

     (h) For purposes to this Article  TENTH,  references  to "the  Corporation"
include, in addition to the resulting Corporation,  all constituent corporations
absorbed in a  consolidation  or merger as well as the  resulting  or  surviving
corporation  so that any  person  who is or was a  director,  trustee,  officer,
employee or agent of such constituent  corporation,  or is or was serving at the
request  of  such  constituent  corporation  as a  director,  trustee,  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 TENTH with respect to the resulting or surviving corporation as he would
if he had served the resulting or surviving corporation in the same capacity.


<PAGE>

     (i) For purposes of this Article TENTH,  references to "other  enterprises"
shall include  employee  benefit plans;  references to "fines" shall include any
excise taxes assessed on a person with respect to an employee  benefit plan; and
references  to  "serving at the request of the  Corporation"  shall  include any
service as a director,  trustee,  officer,  employee or agent of the Corporation
which  imposes  duties on, or  involves  services  by, such  director,  trustee,
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  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 TENTH.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article TENTH 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 a person.

<PAGE>

     IN WITNESS WHEREOF, PEPSI-COLA PUERTO RICO BOTTLING COMPANY has caused this
Amended and Restated  Certificate  of  Incorporation  to be signed by Charles H.
Beach,  its President,  and attested to by Lawrence Odell,  its Secretary,  this
24th day of August, 1995.


                                              /s/ Charles H. Beach
                                              ----------------------------------
                                              Charles H. Beach, President

                                              Attest:


                                              /s/ Lawrence Odell
                                              ----------------------------------
                                              Lawrence Odell, Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                     PEPSI-COLA PUERTO RICO BOTTLING COMPANY
                            (A Delaware corporation)

                          ----------------------------

                        Under Section 242 of the General
                    Corporation Law of the State of Delaware

                          ----------------------------

     Pepsi-Cola  Puerto Rico  Bottling  Company,  a  corporation  organized  and
existing  under  the laws of the State of  Delaware  (the  "Corporation"),  DOES
HEREBY CERTIFY:

     FIRST: Article NINTH of the Corporation's  Amended and Restated Certificate
of  Incorporation  shall be amended by adding a new  paragraph 7 thereto,  which
shall read as follows:

          "7.  In  furtherance  and not in  limitation  of the  rights,  powers,
          privileges,  and  discretionary  authority granted or conferred by the
          General  Corporation Law of the State of Delaware or other statutes or
          laws of the State of  Delaware,  the Board of  Directors  is expressly
          authorized  to adopt,  amend or repeal  the  By-Laws  of the  Company,
          without any action on the part of the shareholders of the Company, but
          the shareholders may make additional  By-Laws and may alter,  amend or
          repeal any By-Law whether adopted by them or otherwise."

     SECOND: That said amendment was duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware.

<PAGE>

     IN WITNESS WHEREOF,  Pepsi-Cola Puerto Rico Bottling Company has caused its
corporate  seal to be hereunto  affixed and this  Certificate of Amendment to be
executed and acknowledged by its President and attested to by its Secretary,  as
of this 2nd day of February, 1996.

[SEAL]



                                         PEPSI-COLA PUERTO RICO BOTTLING COMPANY


                                         By: /s/ C. Leon Timothy
                                             -----------------------------------
                                             C. Leon Timothy
                                             Senior Vice President

Attest:



/s/ Lawrence Odell
-------------------------------
Lawrence Odell
Secretary