SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                      FORM 10-K/A-1
(Mark One)
<checked-box> ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
             OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
                                      or
<square> TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
           OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
            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 Identification No.)
incorporation or organization)

               CARRETERA 865 KM. 0.4
               BO. CANDELARIA ARENAS
               TOA BAJA, PUERTO RICO                00949

      (Address of principal executive office)     (Zip code)

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

      Securities registered pursuant to Section 12(b) of the Act:

    TITLE OF EACH CLASS                NAME OF EXCHANGE ON WHICH REGISTERED
  Class B Common Stock, Par Value $.01      New York Stock Exchange

          Securities registered pursuant to Section 12(g) of the Act:

                                     None

      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.  <checked-box> Yes   <square> No

      Indicate  by check mark if disclosure of delinquent  filers  pursuant  to
Item 405 of Regulation  S-K is not contained herein, and will not be contained,
to the best of registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-K or  any
amendment to this Form 10-K.  <square>

      Based upon the closing price of the Class  B Common Stock on December 19,
1996, as reported on the New York Stock Exchange Composite Tape (as reported by
THE WALL STREET JOURNAL), the aggregate market value  of the Registrant's Class
B Common Stock held by non-affiliates of the Registrant  as  of  such  date was
approximately
$70,125,000.

      As of December 19, 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.

                      DOCUMENTS INCORPORATED BY REFERENCE

            Selected  portions of the 1996 Proxy Statement of Pepsi-Cola Puerto
Rico Bottling Company are  incorporated  by  reference into Part I of this Form
10-K/A-1 to the extent provided herein.
PAGE
<PAGE>
      Pursuant to Rule 12b-15 under the Securities  Exchange  Act  of 
1934, as amended, Pepsi-Cola Puerto Rico Bottling Company (the "Company") hereby
amends the  Company's  annual  report  on  Form  10-K as filed with the
Securities and Exchange Commission on December 23, 1996 (the  "Annual Report").
This Form 10-K/A-1  restates  Item  1  of the Annual Report to clarify  certain
information regarding certain agreements  among  the  Company's  shareholders,
and restates Item  14(a)(3)  to file Exhibit 10.13 as an additional exhibit  to
the  Annual Report.



PAGE
<PAGE>
                                    PART I

ITEM 1.     BUSINESS

GENERAL

      Pepsi-Cola  Puerto  Rico  Bottling  Company  (the "Company") is a holding
company  which,  through  its  manufacturing  and  distribution   subsidiaries,
produces,  sells  and  distributes  a  variety  of  soft  drink and fruit juice
products, iced teas, isotonics and bottled water in the Commonwealth  of Puerto
Rico  ("Puerto  Rico"),  pursuant  to  exclusive  franchise  arrangements  with
PepsiCo,  Inc.  ("PepsiCo") and other franchise arrangements.  The Company also
has rights to sell PepsiCo products to distributors in the U.S. Virgin Islands.
The Company produces,  sells  and  distributes  soft  drink  products under the
Pepsi-Cola, Diet Pepsi, Pepsi Free, Slice, Wonder Kola, On-Tap and Mountain Dew
trademarks  pursuant  to  exclusive  franchise arrangements with PepsiCo.   The
Company  produces  (through  an  arrangement   with  a  co-packer),  sells  and
distributes isotonics under the All Sport trademark  pursuant  to  an exclusive
franchise  arrangement with PepsiCo.  In addition, the Company produces,  sells
and distributes  tonic  water,  club  soda  and  ginger  ale  under the Seagram
trademark under an exclusive arrangement with Joseph E. Seagram  &  Sons,  Inc.
("Seagram")  and  sells  and distributes fruit juice products under the Welch's
trademark, iced teas under  the  Lipton  trademark  and bottled water under the
Naya trademark.  The Company also produces, sells and distributes bottled water
under its own Cristalia trademark.

      In  addition  to  conducting  its  own bottling operations,  the  Company
indirectly  owns 12,345,347 shares, or approximately  17%  of  the  outstanding
capital stock  of Buenos Aires Embotelladora S.A. ("BAESA").  BAESA is a Pepsi-
Cola franchised  bottler,  with  the  exclusive  rights  to  produce,  sell and
distribute PepsiCo soft drink products directly and through its subsidiaries in
Argentina, Brazil, Costa Rica and Uruguay and through a joint venture in Chile.

      A  subsidiary  of the Company manufactures and sells plastic bottles  and
"preforms" (small molded  plastic  units which are expanded with air to produce
plastic bottles).

      For its fiscal year ended September 30, 1996, the Company had a loss from
operations  of $(26.8) million compared  to  income  from  operations  of  $9.7
million during  fiscal  1995.   This  severe impact on the profitability of the
Company's operations resulted primarily  from  intense competitive pressures in
Puerto Rico which produced lower sales prices, increased  discounts  offered to
customers and a significant increase in selling and marketing expenditures.  In
addition,  during  the course of fiscal 1996, the Company discovered accounting
irregularities that  required  it  to  restate its financial statements for the
first  and  second  quarters  ended December  31,  1995  and  March  31,  1996.
Responding  to  the  circumstances   surrounding   the   discovery   of   these
irregularities has required extensive management attention.  In connection with
the  accounting irregularities, the Company has been named as a defendant in  a
number  of  class  action  shareholder  lawsuits alleging violations of federal
securities laws, and the Securities and Exchange  Commission  is  investigating
the  circumstances  surrounding  the accounting irregularities.  Responding  to
these lawsuits and this investigation  has  also  required extensive management
attention and the expenditure of substantial amounts  for  legal  defense.   In
addition,  BAESA encountered financial difficulties during the course of fiscal
1996.  The Company's  net loss of $(74.3) million for fiscal 1996 reflects loss
before equity in earnings  (loss) of BAESA of $(22.9) million and equity in net
loss  of  BAESA,  net  of  income   tax  of  $(51.5)  million.   See  "Item  7.
Management's Discussion and Analysis  of  Financial  Condition  and  Results of
Operations."

      In response to the difficulties  faced  by  the  Company during  the past
fiscal  year,  the Company  has taken  a number  of steps intended  to  restore
the  profitability  of its  Puerto  Rican  bottling  operations  including  the
reorganization   of   its   senior  management  and  Board  of  Directors,  the
implementation of new pricing initiatives, the consolidation  of  most  of  its
existing  operations  in  its  new  Toa  Baja  bottling facility and other cost
reduction measures.  There can be no assurance,  however, that the Company will
be successful in reaching its goal of restoring the profitability of its Puerto
Rican bottling operations.

      This  Report  contains  forward  looking statements  of  expected  future
developments.   The  Company  wishes  to  insure   that   such  statements  are

<PAGE>

accompanied  by meaningful cautionary statements pursuant to  the  safe  harbor
established in  the  Private  Securities  Litigation  Reform  Act of 1995.  The
forward looking statements in this Report refer to the ability  of  the Company
to  implement  pricing  initiatives  in  a  manner  that  improves  the pricing
environment  in  the marketplace, its ability to generate cost savings  through
the  consolidation   of   existing  operations,  its  expected  future  capital
expenditures and the ability to achieve its goal of restoring the profitability
of its Puerto Rico bottling operations as a result of these pricing initiatives
and  cost  savings.   These forward  looking  statements  reflect  management's
expectations and are based  upon  currently  available  data;  however,  actual
results  are  subject to future events and uncertainties which could materially
impact actual performance.   The  Company's  future performance also involves a
number of risks and uncertainties.  Among the  factors  that  can  cause actual
performance  to  differ  materially are:  continued competitive pressures  with
respect  to  pricing  in  the   Puerto   Rican   market   notwithstanding   the
implementation  of  the  pricing  initiatives,  the  inability  to achieve cost
savings  due  to unexpected developments at the Company's new plant  and  other
factors, changed  plans  regarding  capital  expenditures, adverse developments
with  respect to litigation, economic, climatic  and  political  conditions  in
Puerto Rico, and the impact of such conditions on consumer spending.

      The  Company  was  incorporated  and  acquired  the  franchise  rights to
produce,  sell  and  distribute  PepsiCo soft drink products in Puerto Rico  in
1987.  In 1989, the Company became  one  of the founding shareholders of BAESA,
which  was  incorporated  and  commenced  operations   in   the   Buenos  Aires
metropolitan area in that year.

PRINCIPAL MARKET

      The  principal  market  for  the  Company's  products  is Puerto Rico,  a
commonwealth  of  the  United  States  with  a population of approximately  3.7
million.

      Currently, approximately 35% of the population  of  Puerto  Rico is under
the  age  of  18  and  45%  of the population is under the age of 25 which  the
Company believes is significant  because  young  people  are major consumers of
soft drinks.

THE BEVERAGE INDUSTRY IN PUERTO RICO

      CONSUMPTION AND MARKET TRENDS

      The Puerto Rican soft drink market is characterized by relatively low per
capita consumption.  In addition, the imposition of the Carbonated Beverage Tax
had a material adverse effect on per capita consumption of  soft  drinks in the
years  in  which  it was in effect.  See "Item 7.  Management's Discussion  and
Analysis of Financial  Condition and Results of Operations - General Overview -
Carbonated Beverage Tax."   Consumption  levels  have generally increased since
the replacement of the Carbonated Beverage Tax in  January  1994 but remain low
compared to consumption levels in the United States.  In 1995,  the  annual per
capita consumption of soft drink products in Puerto Rico was approximately  410
eight-ounce  servings,  as compared with approximately 816 eight-ounce servings
in the United States.

      MARKET SHARE AND SALES DATA

      This subsection contains  information  regarding  the  Puerto  Rican soft
drink  industry  and  the  Company's market share thereof.  Certain information
regarding the Puerto Rican soft drink take-home market segment (retail sales to
customers) has been obtained  or  derived from data published by Asesores, Inc.
("Asesores"), an independent research  company.   Asesores  publishes bimonthly
estimates  of beverage consumption in the soft drink take-home  market  segment
based  on information  obtained  through  weekly  surveys  of  the  consumption
patterns  of  panels  of individual consumers throughout Puerto Rico.  The data
for the surveys are collected in two ways: product presence is verified through
an inventory "pantry check"; and information on purchases during the prior week
is collected utilizing  personal  interviews.   For  each product category, the
recorded information includes in-home presence, brand  and type, size, quantity
purchased, price and establishment where purchased.  The  universe of the study
is defined as "all family households in Puerto Rico."  The sample is stratified
and  proportional  by  geographic  area,  urban and rural zone,  socio-economic
levels and age group.  The consumption and  sales  information  relating to the
take-home  market  segment may not be representative of sales of the  Company's
products as a whole.

<PAGE>

      As used throughout this Form 10-K, the term "soft drink" refers generally
to carbonated, nonalcoholic  beverages.   Soft drink products can be classified
as  colas  or  other  flavored  soft drinks.  References  to  the  term  "case"
throughout this Form refer to 192  ounces  of  finished  beverage  product  (24
eight-ounce servings).

      SOFT DRINK PRODUCTS

      The  following  table  shows the estimated total sales volume of the soft
drink industry in Puerto Rico  as  well as the Company's total soft drink sales
volume for the periods indicated:


<PAGE>
<TABLE>
<CAPTION>
                                                    ESTIMATED INDUSTRY
                                                          VOLUME                 COMPANY VOLUME
              CALENDAR YEAR                         (IN MILLIONS OF CASES)(1)   (IN MILLIONS OF CASES)
              _____________                         _________________________   ______________________

<S>               <C>                                           <C>                       <C>
                 1990                                          61.3                     23.2
                 1991                                          54.6                     24.1(2)
                 1992                                          52.7                     23.2(2)
                 1993                                          54.1                     24.5(2)
                 1994                                          60.9                     26.6
                 1995                                          63.3                     27.2(3)
                 1996                                          60.1                     29.1(4)

(1) SOURCE:  Company estimates.
(2) Actual Company soft drink volume during 1991, 1992 and 1993 were 24.1, 23.2 and 24.5 million cases respectively,
   of which 1.4, 1.4 and 2.3 million cases, respectively, were exported to Argentina.
(3) Represents fiscal year 1995 sales volume.
(4) Represents fiscal year 1996 sales volumes.
</TABLE>

      Soft  drink  products  can  be classified as colas or other flavored soft
drinks.  The cola and flavored soft  drinks  segments represented approximately
64% and 36%, respectively, of the soft drink market  in  Puerto  Rico  in 1996.
The  following  chart shows the Company's case sales volume of cola soft drinks
for the periods indicated:

<TABLE>
<CAPTION>
                                                                      COMPANY COLA
                                                                         VOLUME
                 CALENDAR YEAR                                      (IN MILLIONS OF CASES)
                 _____________                                      ______________________

<S>              <C>                                                        <C>
                 1990                                                      21.4
                 1991                                                      22.5
                 1992                                                      21.6
                 1993                                                      21.9
                 1994                                                      24.8
                 1995 (fiscal year cola sales volume)                      24.9
                 1996 (fiscal year cola sales volume)                      25.9
</TABLE>

      Sales of cola  soft drinks represented approximately 90% of the Company's
total soft drink sales volume in the fiscal year 1996.

<PAGE>

      The following chart  reflects  the  Company's share of the soft drink and
cola take-home market segments in Puerto Rico for the periods indicated:

<TABLE>
<CAPTION>
                                               COMPANY SHARE OF         COMPANY SHARE OF
                                              SOFT DRINK TAKE-HOME      COLA TAKE-HOME
        CALENDAR YEAR                         MARKET SEGMENT(1)         MARKET SEGMENT(1)
       _____________                         _____________________    _________________
<S>       <C>                                        <C>                      <C>

        1990                                       47.3%                      58.7%
        1991                                       47.8                       60.7
        1992                                       53.1                       61.4
        1993                                       49.1                       59.5
        1994                                       49.3                       56.7
        1995 (for the twelve-month period 
               ended August 31, 1995)              49.4                       56.5
        1996 (for the twelve-month period 
              ended August 31, 1996)               47.3                       54.2
              

(1) SOURCE: Asesores
</TABLE>

      OTHER PRODUCTS

      The  Company's  total sales volume of non-carbonated beverages, including
water, fruit juices, iced  teas  and  isotonics, was 3.9 and 3.7 million cases,
representing 12.9% and 11.4% of total sales  volume,  in calendar year 1995 and
fiscal year 1996, respectively.  The Company estimates  that the industry sales
volume of such beverages in Puerto Rico was 36.8 million  cases  in fiscal year
1996.   The  Company  believes that its sales of non-carbonated beverages  will
represent an increasingly  higher  percentage  of its total sales.  The Company
expects that the Toa Baja plant which was completed in early calendar year 1996
will enable the Company to begin or expand production  of such products to meet
anticipated growth in demand for such products.

BUSINESS STRATEGY

      The Company's current business strategy is to restore  the  profitability
of  its  Puerto Rican bottling operations.  The Company intends to pursue  this
strategy through  the  implementation  of  new  pricing initiatives designed to
address  the current intense price competition in  the  soft  drink  market  in
Puerto Rico,  the  realization  of  efficiencies  and  cost savings through the
consolidation  of  its  existing operations in its new Toa  Baja  manufacturing
facility, and the implementation  of  further cost cutting measures.  There can
be no assurance, however, that the Company  will be successful in achieving its
goal of restoring the profitability of its Puerto Rican bottling operations.

      The Company completed, during the fiscal  year  1996, the construction of
the  Toa Baja plant and the consolidation of its operations  in  the  Toa  Baja
plant.   The  Toa  Baja  plant has 3 bottling lines and increased the Company's
annual  production  capacity  by  60%  (at  comparable  utilization  rates)  to
approximately 44 million  cases  per year.  The Company commenced operations at
the Toa Baja plant in the third fiscal  quarter and plans to close and sell the
R<i'>o Piedras plant as soon as possible.  The plastics production facility has
moved to Toa Baja in the first fiscal quarter  of  fiscal  year  1997.  Several
facilities leased by the Company in the San Juan area and elsewhere  in  Puerto
Rico  were closed as a result of the completion and consolidation of operations
in the  Toa  Baja  plant.   The Company anticipates that the opening of the new
plant and the closing of leased  facilities  will  lead  to cost savings in the
manufacturing  and distribution of the Company's products,  eliminate  existing
capacity constraints  and  the  need  for  co-packing  arrangements and improve
production efficiency.

      The  Company  is  pursuing opportunities to expand its  presence  in  the
flavored soft drink markets through the introduction of new products under both
PepsiCo and other trademarks in 1996 and 1997.

<PAGE>

FRANCHISE ARRANGEMENTS

      PEPSICO PRODUCTS

      The Company has entered  into  a  master franchise commitment letter (the
"Franchise Commitment Letter") with PepsiCo with respect to the sale of PepsiCo
soft  drink  products  in  Puerto Rico.  The  Company  has  also  entered  into
exclusive  bottling  appointment   agreements   (each  an  "Exclusive  Bottling
Appointment"  and  collectively,  with  the Franchise  Commitment  Letter,  the
Concentrate  Price  Agreement  and the Cooperative  Advertising  and  Marketing
Agreement between PepsiCo (or its  affiliates)  and the Company, the "Franchise
Arrangements") for the relevant trademarks Pepsi-Cola,  Diet Pepsi, Pepsi Free,
Diet  Pepsi  Free,  Lemon-Lime  Slice, Diet Lemon-Lime Slice,  Mandarin  Orange
Slice, Diet Mandarin Orange Slice,  Teem,  Diet  Teem,  Mirinda, On-Tap, Wonder
Kola, Mountain Dew and All Sport.  The Franchise Arrangements grant the Company
exclusive  rights to produce, bottle, sell and distribute  PepsiCo  soft  drink
products in Puerto Rico.  The Franchise Arrangements also authorize the Company
to supply canned beverages to the U.S. Virgin Islands, provided that it remains
competitive in price, quality and quantity.  The Company has the right of first
refusal to purchase distribution rights for PepsiCo products in the U.S. Virgin
Islands when  such  rights  become available.  If the Company wishes to bottle,
sell or distribute any flavored  soft  drink or other carbonated beverage other
than the products covered by the Exclusive  Bottling  Appointments, PepsiCo has
the right of first refusal to provide the Company with concentrate for any such
soft  drink  or  to supply the Company with such other carbonated  beverage  at
prevailing market  prices.   The  Franchise Commitment Letters run concurrently
with the Exclusive Bottling Appointments  and  terminate  in  the  event of the
termination or expiration of the Exclusive Bottling Appointments.  All  of  the
Franchise Arrangements have the provisions described below.

      The  Franchise  Arrangements  require  the Company to purchase its entire
requirements  of concentrates and syrups for all  of  the  PepsiCo  soft  drink
products from certain affiliates of PepsiCo.  Pursuant to the Concentrate Price
Agreement between  the  Company  and  PepsiCo,  PepsiCo charges the Company the
actual price of a unit of concentrate that is paid  by bottlers for the same or
similar concentrate in the continental United States  on  an  equivalent  yield
basis  based  upon  the  then  current  domestic  list  price  for  each of the
respective PepsiCo products.

      The  Franchise  Commitment Letter requires the Company to attain  minimum
volume and market share  levels  of  the  cola  market  and flavored soft drink
market, minimum levels of nominal and effective distribution and minimum levels
of  capital  expenditures.  The Company believes it has so  far  exceeded  such
minimum levels.   The  Exclusive  Bottling  Appointments require the Company to
maintain the share, distribution and expenditure  targets  for the PepsiCo soft
drink products set forth in the Franchise Commitment Letter.   In  a  number of
minor  respects,  the  Company  may  not  have  during the past fiscal year met
certain  market  share  requirements  contained  in  the   Exclusive   Bottling
Appointments  with respect to certain soft drink flavors.  The Company has  not
received any notice  from PepsiCo regarding any violations and does not believe
that there is any risk  to  the Company of the Company being adversely affected
by them.  In the event the Company  materially  fails to achieve such aggregate
market share distribution or capital expenditure and such failure continues for
a period of 12 months following notice thereof from  PepsiCo,  then PepsiCo has
the right to require the Company to dispose of the bottling business, plant and
operating assets to a purchaser satisfactory to PepsiCo, or, if  such purchaser
is  not  found,  to  terminate  the  agreement.   As  required by the Exclusive
Bottling Appointments, the Company has also developed a postmix department with
the necessary infrastructure to provide effective service  to  the food service
channel of distribution.

      The Company is obligated under the Franchise Arrangements  to use, handle
and  process  the  concentrates  purchased  from PepsiCo and to bottle,  label,
package  and  distribute the PepsiCo soft drink  products  in  accordance  with
PepsiCo's instructions.   The  Company must maintain and operate its plants and
all  sales and distribution equipment  in  clean  and  sanitary  conditions  in
accordance  with  PepsiCo's  standards  and  specifications, and otherwise must
satisfy PepsiCo's quality control standards.   The Company must comply with all
standards and specifications with respect to the  treatment and purification of
water used in manufacturing PepsiCo soft drink products and the maintenance and
operation of water treatment and purifying equipment.   The  Company  must also
conduct  tests  of the PepsiCo soft drink products and the water used in  their
manufacture, maintain  records of such testing and permit PepsiCo access to its
facilities for inspection purposes.

<PAGE>

      The Company is required  to test market and introduce new packages, sizes
and products as PepsiCo may direct  and  promote and advertise the PepsiCo soft
drink products.  The Company is also required  to  make capital expenditures to
maintain a sufficient inventory of bottles, cartons, containers and cases.

      The  Franchise  Arrangements  also  require the Company  to  display  all
advertising and promotional materials furnished  by  PepsiCo  or its affiliates
and  to  incur mutually agreed upon marketing, advertising and sales  promotion
expenditures.  See "- Marketing."

      The  Franchise  Arrangements require the Company to not exceed a ratio of
senior debt to subordinated debt to equity of 65 to 25 to 10.

      The Exclusive Bottling  Appointments  have  ten-year  terms  expiring  on
November   5,   2003.    Each  of  the  Exclusive  Bottling  Appointments  will
automatically be extended for an additional five-year term expiring on November
5, 2008, provided the Company  is  not  in  breach  of  any  provisions  of the
Franchise  Arrangements.   Thereafter,  each agreement is automatically renewed
for additional five-year terms unless either  party gives written notice of its
intention not to renew the agreement at least 18  months  prior  to the date of
expiration  of  the term.  PepsiCo may terminate the Franchise Arrangements  if
the Company fails  to  comply  in  any  material  respect  with  the  terms and
conditions of the Franchise Arrangements, subject to a right to cure in certain
instances.   In  addition, PepsiCo may terminate the Franchise Arrangements  if
there is a change  of  effective control of the Company without PepsiCo's prior
written consent.  For purposes  of  the  Franchise  Arrangements,  a  change of
effective  control  of  the  Company  shall  be  deemed to have occurred if the
Essential Shareholders (as defined below), directly or indirectly, cease to own
or have the power to vote in the aggregate at least  a  majority  of the voting
stock  of  the  Company.  The "Essential Shareholders" are the members  of  the
Charles  H. Beach  Voting  Trust  and  the  Michael  J.  Gerrits  Voting  Trust
(together,  the  "Essential  Shareholders")  controlled by Charles H. Beach and
Michael J. Gerrits, respectively.  The Essential Shareholders are thus required
under the terms of the Franchise Arrangements  to  retain voting control of the
Company.  (See "Security Ownership" in the Company's  Proxy  Statement for 1996
incorporated herein by reference).

      In September 1996 in connection with his continued service  as  President
and Chief Executive Officer, Mr. Rafael Nin requested, and was granted  by  the
Essential  Shareholders and certain other shareholders, a ten-year voting trust
(the "Voting Trust") which entitles him to vote, but not own, 5,000,000 Class A
Shares representing  a controlling interest in the Company.  In connection with
the execution of the Voting Trust agreement, PepsiCo consented to the change of
effective control of the  Company  from  the Essential Shareholders to Mr. Nin,
acting as voting trustee (the "Trustee").  The initial term of the Voting Trust
is five years and is automatically renewed  for  an additional five-year period
unless either PepsiCo or the Trustee notifies the other party of non-renewal at
least six months prior to the end of the initial five-year  term, provided that
PepsiCo  may not unreasonably withhold its consent to the additional  five-year
period.  Under  the terms of the Voting Trust, Mr. Nin is entitled to resign as
Trustee at any time,  which  results  in a termination of the Voting Trust.  If
the Voting Trust is terminated because  of  the  resignation  or  death  of the
Trustee,  PepsiCo  has  the  right  for  a  period  of  ninety  days after such
resignation  or  death  to  appoint  a new Trustee to replace Mr. Nin  for  the
remaining term of the Voting Trust, subject  to  the approval of the beneficial
owners of a majority of the Class A Shares.  Upon  the  termination  of the Nin
Voting Trust at the expiration of its term, the Class A Shares held in  the Nin
Voting  Trust  will  be  returned  to  the Essential Shareholders and the other
beneficial  owners  of  the Class A Shares  and  the  terms  of  the  Franchise
Arrangements  applicable  to  the  Essential  Shareholders  will  again  become
effective.   Additionally, in connection with the Nin Voting Trust, Rafael Nin,
the Company and the shareholders of the Company's Class A Shares entered into a
stock option agreement (the  "Stock Option Agreement"), pursuant to which those
shareholders granted Rafael Nin  a two year option to purchase all or a portion
of the Company's 5,000,000 Class A  Shares,  par  value  $0.01 per share of the
Company,  at  a price of $1.00 per share, subject to adjustment  from  time  to
time.  Mr. Nin  may  not exercise the option, but is only permitted to transfer
the option in whole or  with respect to some shares to third parties (including
the Company) for the benefit of the Company.

      In addition to the  products  covered  by the Franchise Arrangements, the
Company has the rights to sell and distribute  Lipton  Ice Tea Original Formula
pursuant to a joint venture arrangement between PCI and Lipton.

<PAGE>

      OTHER PRODUCTS

      The Company has reached agreement on the terms of  a soft drink trademark
license  and  bottling  agreement  with  Seagram  for the exclusive  rights  to
produce, sell and distribute tonic water, club soda  and  ginger  ale under the
Seagram  trademark in Puerto Rico.  The Company must purchase concentrate  from
Seagram at  a  price  per unit mutually agreed upon by Seagram and the Company.
The Company is obligated  to meet specified production levels.  The Company may
not produce, sell or distribute  any other tonic water, club soda or ginger ale
other than the Seagram trademark.   The  Company has further agreed to maintain
certain production and quality control standards,  and  to use its best efforts
to advertise and promote the sale, distribution and consumption  of the Seagram
products  in the franchise territory.  The license and bottling agreement  with
Seagram is  effective  through January 31, 2000 and is renewable for successive
ten-year terms thereafter at the option of Seagram.  The agreement with Seagram
may be terminated in the  event that the Company does not comply with its terms
and, in the case of the Company's  bankruptcy,  appointment  of  a  receiver or
assignment for the benefit of creditors.

      The Company has entered into a sales and distribution agreement effective
through March 31, 1997 with Welch Foods Inc. ("Welch's") for the rights to sell
and distribute non-carbonated fruit juice beverages under the Welch's trademark
in  Puerto Rico.  The Company must purchase the product from certain authorized
sellers  and  may  not  manufacture, sell or distribute certain specified brand
names which compete with Welch's products.  The Company is actively negotiating
the renewal of this distribution agreement.

      The  Company has entered  into  an  exclusive  distributorship  agreement
effective through  2013  with  Nora Beverages Inc. to distribute natural spring
water under the Naya trademark in Puerto Rico and St. Maarten.

      FRANCHISE PROTECTION

      The Company's Franchise Arrangements  with PepsiCo are subject to Act No.
75 of June 24, 1964 of Puerto Rico, as amended, ("Act 75"), which provides that
a company that grants distribution rights to  a  distributor in Puerto Rico may
not unilaterally terminate, perform any act detrimental  to  or refuse to renew
its agreement with the distributor without just cause, and would be required to
pay  damages  to  the  distributor  as  specified in Act 75 in the event  of  a
termination, impairment or non-renewal without  just  cause, which are specific
acts set forth in Act 75 which are attributable to the  distribution.    Act 75
does not protect a distributor in the event of a breach by such distributor.


PROPRIETARY TRADEMARKS

      The  Company produces, sells and distributes bottled water under its  own
Cristalia trademark  in  one-gallon  and five-gallon containers.  The Company's
sales of Cristalia bottled water totalled  $4.5  million  in 1996 and accounted
for  4.4% of the Company's net sales and 9.4% of sales volume  for  the  fiscal
year 1996.

PRODUCTION

      Soft  drinks  are produced by mixing water, concentrate and sweetener and
injecting  carbon  dioxide   gas   into  the  mixture  to  produce  carbonation
immediately prior to bottling.  Prior  to  mixing,  the  water  is processed to
eliminate mineral salts, chlorinated and then passed through purification tanks
containing sand filters to eliminate remaining impurities and carbon filters to
eliminate  chlorine  taste,  copper  and  odors.   The  purified water is  then
combined  with  processed  sugar  and concentrate.  Following  carbonation  the
mixture  is  bottled  in  prewashed bottles  or  aluminum  cans.   The  Company
maintains a laboratory area  at its production facility where raw materials are
tested  and samples of soft drink  products  are  analyzed  to  ensure  quality
control.

      The  raw  materials  used by the Company in the production of soft drinks
include concentrate, syrup, water, sugar, carbon dioxide gas, glass and plastic
bottles, aluminum cans and other  packaging material.  The Company is obligated
under the terms of the Franchise Arrangements  to  obtain  concentrate  for the
production  of soft drink products from PepsiCo or its affiliates.  The Company

<PAGE>

obtains water  from  publicly  available  supplies  (such  as  municipal  water
systems)  and from its own drilled wells.  The Company obtains all of its sugar
requirements from a number of independent suppliers and distributors located in
the United  States and Puerto Rico.  The Company does not directly purchase low
calorie sweetener  for  use  in  diet  soft drinks because these sweeteners are
already contained in the diet soft drink concentrates purchased by the Company.
The Company purchases its supplies of carbon  dioxide  gas  from  a  number  of
independent  suppliers  in  Puerto  Rico  and elsewhere.  The Company purchases
plastic  bottles used in the bottling process  principally  from  its  plastics
operation  and  from  other  independent suppliers as needed.  The Company also
manufactures preforms which are  utilized in bottle manufacture.  Plastics were
also sold to BAESA during the first  quarter  of 1996.  All bottles used in the
bottling process of Cristalia are purchased by  the  Company  from  a number of
independent  suppliers.   The  Company  purchases its aluminum can requirements
from Crown Cork & Seal.

      None of the raw materials or supplies used by the Company is currently in
short  supply, although the available supply  of  certain  materials  could  be
adversely affected in the future due to reasons outside the Company's control.

      The  following  table  sets forth the principal raw materials utilized in
the  soft  drink production process  and  the  approximate  percentage  of  the
Company's total cost in the fiscal year 1996 represented by each of them.


<TABLE>
<CAPTION>
                                                    PERCENTAGE OF
                                                     FISCAL YEAR
     RAW MATERIAL                                     1996 COST
     ____________                                     __________

        <S>                                               <C>

    Packaging                                            45.8%
    Concentrate                                          29.9
    Sugar/fructose                                       16.9
    Carbon dioxide gas                                    1.1
    Other                                                 6.3
                                                        _____
            Total                                       100.0%
                                                        _____
</TABLE>

      The Company produces bottled water under  its  Cristalia  trademark  at a
facility  located in Ponce.  The water obtained from a spring and several wells
is passed through purification tanks containing sand filters and carbon filters
and subjected to reverse osmosis treatment to filter out impurities and certain
minerals.  After the water is passed through an ozonator for further treatment,
it is bottled in one- and five-gallon containers.

      The Company  currently  produces soft drinks at its plant in Toa Baja and
bottled  water  at  a  leased  facility   in  Ponce.   The  Company  moved  its
manufacturing operations from R<i'>o Piedras  to  Toa  Baja  during  the  third
quarter  of  fiscal  year  1996.   The  following  chart  shows the approximate
effective production capacity, number of shifts and bottling lines, and average
fiscal year 1996 capacity utilization for the Toa Baja plant:

<TABLE>
<CAPTION>

                              APPROXIMATE EFFECTIVE          NUMBER OF               AVERAGE 1996
           PLANT              PRODUCTION CAPACITY(1)       BOTTLING LINES       CAPACITY UTILIZATION(2)
           _____              ______________________       ______________       _______________________

<S>         <C>                         <C>                      <C>                    <C>

          Toa Baja             44,347(2 shifts)                   3                     65%


(1) Approximate  effective  production  capacity  is  expressed  in thousands of cases per year, assuming the number of
    shifts indicated.  Effective production capacity is a plant's theoretical installed capacity, adjusted for seasonal
    variations in demand as well as regular maintenance and repair.
(2) Actual production in fiscal year 1996 expressed as a percentage of approximate effective production capacity.
</TABLE>


      The  Company expects to produce substantially all of its products  during
fiscal year  1997  in its soft drink plant in Toa Baja or in its water plant in
Ponce (the "Water Plant").   The  remaining  volume  is  purchased from outside
sources.  The Toa Baja plant is located approximately 15 miles west of San Juan
and the Water Plant is located on the southern portion of  the island of Puerto
Rico.  The R<i'>o Piedras plant has been cleared of all producing equipment and
is currently on the market for sale.

<PAGE>

DISTRIBUTION

      Once  the  bottling  process is complete, the Company packages  its  soft
drink  products in cases, tanks  and  boxes  for  distribution  throughout  its
franchise  territory.  The Company uses two primary methods of distribution for
its soft drink products: conventional routes and bulk presell delivery.  In the
conventional route form of distribution, a truck owned or leased by the Company
is loaded with the Company's beverage products and visits each of the Company's
customers along an assigned distribution route.  The customer places orders and
accepts delivery  of  the amount of the Company's products needed at that time.
The drivers and sales persons  which  deliver  the Company's products along the
conventional route system are employees of the Company  in  Puerto  Rico.   The
conventional  route  form  of  distribution  is  the  main form of distribution
currently used by the Company in Puerto Rico.

      Under  the  bulk  presell method of distribution, the  Company's  account
representatives and key account  salespersons visit customers assigned to their
route and fill out order forms for  the  Company's  products.  These orders are
processed at the Company's plant and the products are delivered the next day in
trailer loads by independent truck drivers or in bulk (less than trailer loads)
by the Company's employees in Company-owned or leased trucks.  The bulk presell
method is mostly used for wholesalers and large retailers.

      The  Company  intends  to  emphasize  the  "route  presell"   method   of
distribution  for  its  conventional routes where feasible to capitalize on its
planned introduction of new  products  and  packaging formats.  Under the route
presell  method, employees of the Company visit  customers  assigned  to  their
route and  take  orders which are processed at the end of the day.  The ordered
products are then delivered the next day by the Company's employees in Company-
owned or leased trucks.   The  Company  has conducted pilot tests for the route
presell method in the San Juan metropolitan  area and these tests indicate that
the  route  presell  method  of  distribution  is preferred  by  the  Company's
customers.  In addition, this method provides better  route coverage in densely
populated  areas  and  facilitates the distribution of the  Company's  existing
products as well as the introduction of new products.

      As of September 30,  1996, the Company had approximately 112 distribution
routes (conventional, bulk and  presell) and its transportation fleet consisted
of approximately 125 trucks.  The  Company's  products  are also distributed to
restaurants and soda fountains in post-mix form.

      In  addition,  the Company has approximately 1,250 "single  service"  and
1,500 "full service" vending  machines  throughout Puerto Rico.  In the "single
service" format, the proprietor of the location  of  the  machine  purchases  a
minimum  amount  of  the Company's products while in the "full service" format,
the Company pays a commission  to  the  proprietor and supplies and retains the
profit  from  sales  from  the  machines.   The   Company  is  responsible  for
refurbishing and maintaining the vending machines and  there  is  no charge for
installation  and  maintenance  or  rental fees for the vending machines.   The
Company's  bottled  water  is  distributed   to  customers  in  private  homes,
businesses and government agencies some of which  have coolers installed by the
Company.  The Company receives a rental payment for  each  cooler  installed by
the Company.

      In the fiscal year 1996, approximately 52% of the Company's net sales was
to supermarkets and grocery stores, 29% was to "cash and carries" (small, high-
volume  wholesalers)  and  similar businesses, 12% was to restaurants and  soda
fountains and 7% was through  other  distribution  channels.   The Company also
distributes  its  products  through vending machines and is in the  process  of
rapidly expanding its placement  of  vending  machines  throughout Puerto Rico.
The  Company's  Cristalia  brand  bottled  water  is  distributed   to  private
homeowners,  businesses  and  government agencies.  Most sales to the Company's
customers are on a credit basis,  with  payment due approximately 30 days after
delivery.  Credit sales and cash sales accounted for approximately 81% and 19%,
respectively, of the Company's total sales in the fiscal year 1996.

MARKETING

      The  Company  has entered into a cooperative  advertising  and  marketing
agreement with affiliates of PepsiCo in Puerto Rico.  This arrangement provides
for  advertising  of Pepsi-Cola  and  other  PepsiCo  soft  drink  products  on

<PAGE>

television and radio  stations,  billboards,  newspapers  and other media.  The
total amount spent by the Company on advertising pursuant to  this  cooperative
arrangement  in  any year is determined by the amount set forth in that  year's
cooperative marketing agreement.

      A primary basis  of  competition  among  soft drink bottling companies is
sales  promotion  activities,  including  television,   radio   and   billboard
advertising and "point of purchase" promotional devices, such as display  racks
and  cases,  clocks, neon signs and other merchandise and equipment bearing the
Pepsi logo and placed in retail outlets where the Company's products are sold.

      The Company  also  uses point-of-purchase promotional devices approved by
PepsiCo  in  marketing  its products.   These  products  consist  primarily  of
prominent in-store displays  such  as  racks  and  cases.   These  products are
delivered  to  the  Company's customers by distribution trucks along with  soft
drink deliveries.  The  Company  shares  the  cost  of  these point-of-purchase
promotional devices, excluding design costs, with PepsiCo.   PepsiCo reimburses
the  Company  for PepsiCo's share of its marketing expenditures.   PepsiCo  may
from time to time  during  the  year  pay  for marketing expenditures directly,
subject to agreement with the Company, and will  be  credited for such payments
toward PepsiCo's share of marketing expenditures.

      The Company has entered into long-term arrangements to offer discounts to
selected customers, such as the major supermarket chains  in  Puerto Rico.  The
Company  has  also  entered  into  cooperative  marketing agreements  with  its
customers  relating  to  special  displays and promotional  campaigns  for  the
Company's products.

      The Company frequently uses promotional  campaigns  such  as concerts and
sports events, merchandise giveaways, contests and similar programs to increase
sales  of  its  products.  These programs are typically heavily advertised  and
frequently result  in  increased sales and higher per capita consumption of the
Company's products during the time the program is being conducted.

      The Company sells  its soft drink and water products in a variety of non-
returnable bottles, both glass and plastic, and in cans, in a variety of sizes.
The Company currently sells  its  products  in  15 different packaging formats.
The Company continually examines sales data and customer  preferences  in order
to  develop  a  mix  of  packaging  formats  which consumers will consider most
desirable  in  order  to  increase  sales  and per capita  consumption  of  the
Company's products.  All the packaging formats utilized by the Company for soft
drink products are subject to the approval of PepsiCo.

      A primary basis of competition in the  soft drink industry in Puerto Rico
is the "image" that a particular soft drink has  among  consumers.  The Company
intends to continue to promote the image of PepsiCo products among consumers in
Puerto  Rico  by  means of advertising which depicts PepsiCo  products  as  the
preferred soft drink products among consumers.

      The Company uses  its management information systems in order to evaluate
sales data for purposes of  forecasting  future  sales  and  establishing sales
quotas  and  forecasts.   Based  on  the information compiled in the  Company's
historical sales records, the Company may initiate one or more of the marketing
programs  described  above in order to increase  sales  volume  or  per  capita
consumption of its soft drink products.

COMPETITION

      The  soft drink industry  in  Puerto  Rico  is  highly  competitive.   In
addition, during  fiscal  1996,  the  Company  faced  intense price competition
resulting   in  substantially  lower  net  prices.   The  Company's   principal
competitors in Puerto Rico are the local bottlers and distributors of Coca-Cola
in the cola market  and  Seven-Up  in  the  flavored  soft  drink  market.  The
Company's other competitors include bottlers and distributors of nationally and
regionally  advertised  and  marketed products, as well as bottlers of  smaller
private  label  soft  drinks, which  the  Company  believes  have  historically
represented less than 4%  of  total  soft  drink  sales in Puerto Rico.  During
fiscal year 1996 the Coca-Cola franchise was sold to  an  investor group headed
by a Florida-based businessman and the Seven-Up Company was sold in part to its
management  group in a leveraged buy-out transaction.  These  two  transactions
have resulted in a significant increase in competition in the Puerto Rican soft
drink market,  increasing  the  Company's  marketing  and discount expenditures
during fiscal year 1996.

<PAGE>

      Carbonated  soft  drink  products  compete  with other  major  commercial
beverages,  such  as  coffee,  milk  and beer, as well as  non-carbonated  soft
drinks, citrus and non-citrus fruit drinks and other beverages.

      The principal methods of competition in the soft drink industry in Puerto
Rico are pricing, advertising and product  image.   In  addition,  the  Company
provides  discounts  to  certain  of  its  large  customers such as supermarket
chains,  fast  food chains and other retail outlets which  carry  PepsiCo  soft
drink products.

      The following  charts  compare  the  market  share  of PepsiCo soft drink
products and Coca-Cola soft drink products in the Puerto Rican soft drink take-
home market at the end of the periods indicated.

<TABLE>
<CAPTION>

								SOFT DRINKS TAKE-HOME MARKET SHARE(1)
                                                                _____________________________________

                  CALENDAR YEAR                                 PEPSICO PRODUCTS      COCA-COLA PRODUCTS
                  _____________                                 ________________      __________________
<S>                   <C>                                              <C>          
                  1990                                                47.3%                 29.7%
                  1991                                                47.8                  24.5
                  1992                                                53.1                  28.7
                  1993                                                49.1                  33.0
                  1994                                                49.3                  33.0
                  1995 (for the twelve-month period ended August      49.4                  32.3
                        31, 1995)
                  1996 (for the twelve-month period ended August      47.3                  32.6
                        31, 1996)

(1) SOURCE: Asesores
</TABLE>

PLASTIC PRODUCTS

      Beverage Plastics Company, a subsidiary of the Company,  manufactures and
sells  non-returnable  plastic  bottles  and  preforms.   In 1996, the  plastic
bottles  manufactured by that subsidiary were used entirely  in  the  Company's
soft drink production and distribution business, and the preforms were all used
in the manufacture  of  plastic  bottles or sold to the Argentine and Brazilian
operations of BAESA.  Sales to BAESA were discontinued in early 1996.

GOVERNMENT REGULATION

      The Company's operations are  subject  to the regulatory oversight of the
U.S. Department of Agriculture and Department  of  Labor,  the  Food  and  Drug
Administration,   the   Occupational  Safety  and  Health  Administration,  the
Environmental Protection  Agency  and  the  Puerto  Rico  Environmental Quality
Board.

      The  Company is required to obtain municipal licenses  for  its  bottling
plants.  The  Company  is  currently  in  compliance  with  such  requirements.
Additionally, the Company routinely obtains the necessary approvals  to operate
certain  machinery  and  equipment, such as boilers, steamers, compressors  and
precision instruments, from municipal authorities.

<PAGE>
      ENVIRONMENTAL REGULATION

      The Company has entered into a stipulation, dated September 11, 1990 (the
"Stipulation") with the Puerto Rico Aqueduct and Sewer Authority ("PRASA") with
respect to the discharge of  waste  water  in  excess  of  pretreatment  permit
limitations.   Pursuant  to the terms of the Stipulation, PRASA and the Company
agreed on a compliance plan  by  which  the  Company would invest approximately
$1.0  million  for the construction of a waste water  treatment  plant  in  its
bottling facilities  and  would  pay  an  administrative penalty to PRASA.  The
Company also entered into a settlement with  PRASA  covering  surcharges  to be
paid  by  the  Company  for the discharge of waste water in excess of surcharge
limits.  Under the terms of the settlement, the Company agreed to pay PRASA the
amount of $60,000 in accord  and  satisfaction  for  any surcharges which might
have  been  computed  and notified on or before June 1, 1991.   The  settlement

<PAGE>

provides for prospective surcharges as follows: (a) $48,000 for the period from
June 1, 1991 to December  31,  1991;  (b) $10,000 per month for the period from
January 1, 1992 through and until June  30, 1993; and (c) $12,500 per month for
the period from July 1, 1993 through and  until the waste treatment facility at
the Toa Baja plant is completely built and  operational.   The  settlement also
provides for additional surcharges if certain limits are exceeded.  The Company
received a permit from PRASA to operate its Toa Baja plant until  June 28, 1997
while  a PH Equalization Facility is being placed in service and the  discharge
of waste  water  is  characterized.   This process will provide the information
needed to obtain the permanent permit.  The  Company  hopes that the results of
the characterization of the discharge of waste water will permit it to make use
of a municipal waste treatment facility, for which it would  pay a monthly fee,
and thereby avoid the need to construct a separate waste water  treatment plant
adjacent  to  its Toa Baja manufacturing facility.  The Company places  a  high
priority on quality  control  and  industrial safety and believes that it is in
material  compliance  with  all  other  applicable  regulations.   The  Company
received the Quality Award from PepsiCo in  1993  and  1994.  The International
Bottled Water Association's Quality Award has been received  by  the  Company's
Water Plant for 1994, 1995 and 1996.

      TAXATION

      The Puerto Rican government currently imposes an excise tax on carbonated
beverages  of 5% of the "taxable price in Puerto Rico."  The "taxable price  in
Puerto Rico"  for  a product manufactured in Puerto Rico is effectively defined
under the Puerto Rico Excise Act as 72% of the manufacturer's sales price.  The
Company is thus subject to an excise tax at an effective rate of 3.6% (or 5% of
72%) of the sales price of its soft drink products.

EMPLOYEES

      At  September  30,   1996,  the  Company  had  477  full-time  employees,
approximately 65% of which were  represented  by  a  labor  union.  The Company
believes  that  its  relationship  with  its  employees  and  their  unions  is
excellent.   The Company has not experienced any strike or work stoppage  since
the Company was  acquired  in  1987.  Labor relations are generally governed by
union agreements entered into from  time  to  time  between the Company and its
employees.  The Company has entered into three such agreements,  with its union
employees  in  its  manufacturing  and distributing subsidiaries, its  plastics
subsidiary  and  its  bottled  water  division,  respectively.   The  Company's
agreements relating to its manufacturing  and distributing subsidiaries expires
on  December  31,  1997.  The agreement relating  to  its  plastics  subsidiary
expired on October 1,  1996.   The  Company  currently  is  in  the  process of
renegotiating   this  agreement.   Each  of  the  agreements  relating  to  the
manufacturing and  distributing  subsidiaries and the agreement relating to the
plastics subsidiary are subject to  automatic  renewal  for additional one-year
terms  unless terminated by either party in writing.  The  Company's  agreement
relating  to  the  bottled  water  division  became  effective January 1995 and
expires  on  December 31, 1998.  The Company and the labor  union  are  in  the
process of renegotiating  the  agreement  relating  to  its  manufacturing  and
distribution  subsidiaries  with  the  intention of increasing efficiencies and
lowering the operating costs in both subsidiaries.

EXECUTIVE OFFICERS OF THE COMPANY

      The  executive  officers of the Company  are  elected  by  the  Board  of
Directors and serve at  its  discretion.  There is no family relationship among
any of the officers or directors.

      The  following  table  sets   forth  certain  information  regarding  the
executive officers of the Company.

<TABLE>
<CAPTION>
NAME                                      AGE       POSITION                                   OFFICER SINCE
____                                      ___       ________                                   _____________

<S>                                       <C>        <C>                                            <C>

Rafael Nin                                52        President and Chief Executive Officer           1996
C. Leon Timothy                           61        Senior Vice President-Investor Relations        1990
David Cuthbertson                         55        Vice President - Operations                     1990
Manuel Bonilla                            46        Vice President -  Sales and Marketing           1996
Reinaldo Rodriguez                        51        Vice President -  Human Resources               1996
David Lee Virginia                        46        Vice President - Finance Officer                1996
Jose Gonzalez                             39        Vice President -  Internal Audit                1996
</TABLE>

<PAGE>

      On June 11, 1996, Rafael Nin, one  of the Company's founding shareholders
and a member of the Board of Directors of the Company replaced Charles H. Beach
as the Company's President and Chief Executive  Officer.   Effective  August 8,
1996,  Charles  Beach,  the  Chairman  of  the  Board of Directors, and Michael
Gerrits, who together were then the controlling shareholders  of  the  Company,
resigned  as  Board  members.   The  Company  further restructured its Board of
Directors under the leadership of a new Chairman,  John  W.  Beck.  Beck is the
retired   chairman  and  chief  executive  officer  of  First  National   Bank,
Orlando/Winter Park, Florida and has been a Director of the Company since 1987.
The Board also  appointed Richard Reiss, a certified public accountant and well
known business consultant in Puerto Rico, to chair the Audit Committee.

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

      The Essential Shareholders, and the Company's other existing shareholders
prior to the  Company's  public  offering  on  September  20,  1995  (the "Non-
Essential  Shareholders"  and  together  with  the Essential Shareholders,  the
"Initial  Shareholders") have entered into a Shareholders  Agreement  governing
the transfer  of  the  shares  of  the  Company  by  such  shareholders.   (See
"Shareholders   Agreement"   in   the   Company's  Proxy  Statement  for  1996,
incorporated herein by reference.)  Under the Shareholders Agreement, following
September 28, 1998 all of the Class B Shares  owned by the Initial Shareholders
become fully tradeable in the public market, and the Company will undertake and
pay for any filings required by the Securities  and  Exchange  Commission under
applicable securities laws.

      The following is a brief description of the business background  of  each
of the executive officers of the Company.

      Rafael  Nin  has  been  a Director of the Company since May 1987.  He was
elected President and Chief Executive  Officer  in  June  1996.   He has been a
Director  of Bestov Foods S.A., a Pizza Hut franchise in Argentina since  1992,
and has acted  as  President  and  Chief Executive Officer of Kana Development,
Inc., a land development company, since 1983.

      C. Leon Timothy has been a Senior  Vice  President  of  the Company since
February  1990  and a Director of the Company since December 1992.   He  was  a
Director of BAESA  from  April 1990 until July 1996 and a Senior Vice President
of BAESA responsible for shareholder relations until July 1996.

      David Cuthbertson has  been  a Vice President of the Company in charge of
operations since July 1990.  He was a regional Sales Manager for Crown Cork and
Seal Company from 1979 to June 1990.

<PAGE>

      Manuel Bonilla has been a Vice  President  of  the  Company  in charge of
Sales and Marketing since September 1996.  He was Vice President of  Sales  for
Philip Morris Latin America from 1987 to August 1996.

      Reinaldo  Rodriguez  has  been Vice President of the Company in charge of
Human Resources since September 1996.  He was Vice President in charge of Human
Resources for BAESA from 1990 to July 1996,  and  he was Personnel Director for
Pepsi Cola Puerto Rico Bottling Company from 1982 to 1990.

      David Lee Virginia has been Vice President of  the  Company  in charge of
Finance  since  September  1996.   He  was  Planning  Director  for  Pepsi Cola
Engarrafadora  Ltda  from  1994  to  1996.   He  was  with BAESA in a number of
positions including Vice President - Treasurer from 1992  to September 1994 and
he was Vice President in charge of Finance for Pepsi Cola Puerto  Rico Bottling
Co. from 1987 to 1992.

<PAGE>

      Jose  Gonzalez has  been  a Vice President of the Company  in  charge of
Internal  Audit  since  October  1996.  He was previously Audit Manager,  since
December 1995.  He was Controller  and  Operations Manager for The West Company
from 1993 to 1995 and Assistant Controller for Nypro Puerto Rico Inc. from 1992
to 1993.  Previous positions include Senior  Accountant  for Motorola of Puerto
Rico and Senior Auditor for Coopers & Lybrand, from 1988 to 1992.

INVESTMENT IN BAESA

      On July 1, 1996, voting control of BAESA was transferred  to PepsiCo with
the  result  that the Company no longer exercises any significant influence  or
control over BAESA.   As  a  result of this change, the Company's investment in
BAESA may 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 reasonably possible which are intended to result in the  Company  not  being
required  to  register  as  an investment company.  The Company expects to file
with the Securities and Exchange  Commission  an  application  for an exemptive
order  from  registration under the Investment Company Act.  There  can  be  no
assurances, however,  that  the Company will be successful in obtaining such an
exemptive order or will otherwise  find a way to avoid registration, or that if
the Company is ultimately required to  register,  it  will not adversely affect
the Company's future business operations.

<PAGE>


                                    PART IV

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
            ON FORM 8-K

      (a)   Documents filed as part of this amendment:

            (3)   The following exhibits are filed as part of this amendment:



EXHIBIT
NUMBER                  DESCRIPTION OF EXHIBIT

3.1         Amended and Restated Certificate of Incorporation  of  the  Company
            (incorporated  by  reference to Exhibit 3.1 to the Company's Annual
            Report on Form 10-K for the fiscal year ended September 30, 1995).
3.2         Amended  and Restated  By-Laws  of  the  Company  (incorporated  by
            reference to Exhibit 3.2 to the Company's Annual Report on Form 10-
            K for the fiscal year ended September 30, 1995).
4.1         Form of Specimen  Stock  Certificate  representing  Class  B Shares
            (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the
            Company's Registration Statement on Form S-1 (Registration No.  33-
            94620) (the "S-1 Registration Statement").
9.1         Form  of  Charles  H. Beach Voting Trust Agreement (incorporated by
            reference to Exhibit 9.1 to Amendment No. 1 to the S-1 Registration
            Statement).
9.2         Michael Gerrits Voting  Trust  Agreement (incorporated by reference
            to  Exhibit  9.2  to  Amendment  No.  1  to  the  S-1  Registration
            Statement).
9.3         Form of Amendment No. 1 to Michael  Gerrits  Voting Trust Agreement
            (incorporated by reference to Exhibit 9.3 to Amendment No. 1 to the
            S-1 Registration Statement).
9.4         Charles Krauser Voting Trust Agreement (incorporated  by  reference
            to  Exhibit  9.4  to  Amendment  No.  1  to  the  S-1  Registration
            Statement).
9.5         Form  of Amendment No. 1 to Charles Krauser Voting Trust  Agreement
            (incorporated by reference to Exhibit 9.5 to Amendment No. 1 to the
            S-1 Registration Statement).
10.1        Franchise  Commitment  Letter (incorporated by reference to Exhibit
            10.1 to the S-1 Registration Statement).
10.2        Letter Agreement between  the Company and PepsiCo extending term of
            Exclusive  Bottling  Appointments  (incorporated  by  reference  to
            Exhibit 10.2 to the S-1 Registration Statement).
10.3        Form of Exclusive Bottling  Appointment  (incorporated by reference
            to Exhibit 10.3 to the S-1 Registration Statement).
10.4        Material    Differences   in   Exclusive   Bottling    Appointments
            (incorporated  by reference to Exhibit 10.4 to the S-1 Registration
            Statement).
10.5        Concentrate Price  Agreement  (incorporated by reference to Exhibit
            10.5 to the S-1 Registration Statement).
10.6        Amended  and  Restated  General  Partnership   Agreement   for  BSA
            (incorporated  by reference to Exhibit 10.6 to Amendment No.  1  to
            the S-1 Registration Statement).

<PAGE>
10.7        Shareholders Agreement  (incorporated  by reference to Exhibit 10.7
            to Amendment No. 1 to the S-1 Registration Statement).
10.8        Amendment  No.  1  to  Shareholders  Agreement   (incorporated   by
            reference   to   Exhibit  10.8  to  Amendment  No.  1  to  the  S-1
            Registration Statement).
10.9        Amendment  No.  2  to   Shareholders   Agreement  (incorporated  by
            reference  to  Exhibit  10.9  to  Amendment  No.   1   to  the  S-1
            Registration Statement).
10.10       Amendment   No.  3  to  Shareholders  Agreement  (incorporated   by
            reference to  Exhibit  10.10 to the Company's Annual Report on Form
            10-K for the fiscal year ended September 30, 1995).

<PAGE>

10.11       Stock Option Agreement dated  as of September 28, 1996 among Rafael
            Nin, Pepsi-Cola Puerto Rico Bottling  Company  and the Shareholders
            (incorporated  by  reference  to Exhibit 1 to the Schedule  13D  of
            Rafael Nin dated October 9, 1996).
10.12       Voting Trust Agreement dated September  28,  1996 among Rafael Nin,
            Pepsi-Cola  Puerto Bottling Company and the Grantors  (incorporated
            by reference  to  Exhibit 2 to the Schedule 13D of Rafael Nin dated
            October 9, 1996).
10.13       Amendment No. 4 to the Shareholders Agreement.*
21.1        List of Subsidiaries  (incorporated by reference to Exhibit 21.1 to
            the S-1 Registration Statement).




*   Filed herewith.


<PAGE>


                                  SIGNATURES

      Pursuant to the requirements  of  Section  13  or 15(d) of the Securities
Exchange  Act  of  1934, the Registrant has duly caused this  amendment  to  be
signed on its behalf by the undersigned, thereunto duly authorized.

                                        PEPSI-COLA PUERTO RICO BOTTLING COMPANY




                                          By:    /S/ RAFAEL NIN
                                                ______________________________
                                                Name:  Rafael Nin
                                                Title: Chief Executive Officer




      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                                 Director and Chief Executive Officer         April 11, 1997
_____________________________
Rafael Nin


 /s/ JOHN WILLIAM BECK                          Director                                     April 11, 1997
_____________________________
John William Beck


 /s/ CHARLES R. KRAUSER                         Director                                     April 11, 1997
_____________________________
Charles R. Krauser


 /s/ ANTON SCHEDLBAUER                          Director                                     April 11, 1997
_____________________________
Anton Schedlbauer


 /s/ C. LEON TIMOTHY                            Director                                     April 11, 1997
_____________________________
C. Leon Timothy


 /s/ RICHARD REISS HUYKE                        Director                                     April 11, 1997
_____________________________
Richard Reiss Huyke


 /s/ DAVID L. VIRGINIA                          Vice President and                           April 11, 1997
_____________________________
David L. Virginia                               Chief Financial Officer

</TABLE>


<PAGE>