EXHIBIT 10.13


         AMENDMENT NO. 4 TO CLASS A SHAREHOLDERS AGREEMENT


     This  Amendment No. 4 to the Class A Shareholders Agreement is made as
of this 29th  day  of  January,  1997, but is effective as of September 28,
1996, by and between PEPSI-COLA PUERTO  RICO  BOTTLING  COMPANY, a Delaware
corporation   (the   "Corporation"),   and  the  individual  and  corporate
shareholders  (the  "Shareholders")  of the  Corporation  whose  signatures
appear in the signature pages hereto.

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

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

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

     WHEREAS, the Shareholders  and the Corporation have determined that it
would be in the best interests of the Corporation and in the best long-term
interests of the Shareholders that the Shareholders maintain their existing
ownership interests in the Corporation  during  the aforementioned two year
period of time; and

     WHEREAS,  in  consideration  of  their  agreement  to  maintain  their
existing ownership interests for such aforementioned  two  year  period  of
time,  and  in  consideration  of  the  agreements  set forth in the Option
Agreement  and  the  Voting  Trust  Agreement,  the  Corporation   and  the
Shareholders  have  agreed  to release each other from the restrictions  on
transfer contained in the Shareholders  Agreement  after  the expiration of
such aforementioned two year period of time, except for those  restrictions
set forth herein, in the Option Agreement (to the extent such Agreement  is
still  in  effect),  the  Voting  Trust Agreement or the Exclusive Bottling
Appointments dated April 27, 1987 (the  "EBAs"), between Pepsico, Inc., the
Corporation and the shareholders specified in the EBAs; and

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     WHEREAS, the parties hereto had reached  an  agreement in principle as
to the matters set forth herein on or about September  28,  1996,  but  had
failed to reduce such agreement to writing, and they now wish to do so;

     NOW, THEREFORE, the parties agree as follows:

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

     SECTION  2.  The  Shareholders   and   the   Corporation  agree  that,
notwithstanding  anything  to  the  contrary in the Shareholders  Agreement
(including without limitation Sections  5  through 8 thereof), for a period
beginning on September 28, 1996, and ending  on and including September 28,
1998, they will not sell, pledge or otherwise  transfer any of their Shares
(which term includes both Class A and Class B shares  of  the Corporation),
except  with the prior written consent of the Corporation.   On  and  after
September  29,  1998, the restrictions on transfer set forth in Sections 3,
4, 5, 6, 7, 8 or  11  of  the  Shareholders  Agreement  shall  no longer be
applicable;  provided,  however,  that  (i)  Class A Shares subject to  the
Voting  Trust  Agreement  or  the  Option Agreement  (to  the  extent  such
agreement  is  still  in  effect) shall  continue  to  be  subject  to  the
restrictions on transfer and  other terms of the Voting Trust Agreement and
the Option Agreement, respectively; (ii) all Shares shall be subject to the
restrictions  on  transfer  imposed   by  applicable  law;  and  (iii)  the
Shareholders may not, except at the request  of  the  Corporation,  sell or
otherwise  transfer any Shares if such sale or transfer would give Pepsico,
Inc. the right to terminate any of the EBAs.

     SECTION  3.  Promptly  after the execution of this Amendment No. 4 the
parties shall negotiate and execute  a  registration  rights  agreement  in
customary  form  granting  to  the  Shareholders  the  right to require the
Corporation to register for resale, at the Corporation's  expense,  some or
all of the Shares held by one or more Shareholders (provided the number  of
Shares to be registered exceeds a specified minimum number of Shares).

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

     SECTION 5. This Amendment may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all  of which together
shall  constitute  one  and the same instrument.  This Amendment  shall  be
effective against and bind any given Shareholder upon the execution of this
Amendment by such Shareholder and the Corporation, notwithstanding that any
other Shareholder may not have executed this Agreement.

<PAGE>


     IN WITNESS WHEREOF, the parties hereto execute this Amendment No. 4 to
Class A Shareholders Agreement as of the date first above written.


     CORPORATION                        SHAREHOLDERS
     ___________                        ____________

PEPSI-COLA PUERTO RICO
   BOTTLING COMPANY

                                    /s/ Charles H. Beach
By: /S/ RAFAEL NIN                  /S/ PATRICIA BEACH
    ______________                  _____________________
                                   Charles  H.  Beach  (for  himself and on
                                   behalf of his wife, Patricia  B.  Beach,
                                   and   as   trustee  under  Voting  Trust
                                   Agreement and  attorney-in-fact  for the
                                   benefit  of  Sandra  Waugh, Linda McCune
                                   and Charles Beach, Jr.)


                                    /S/ MICHAEL J. GERRITS
                                    ________________________________________
                                   Michael J. Gerrits (for  himself  and as
                                   Trustee  under  Voting  Trust  Agreement
                                   dated April 27, 1987, for the benefit of
                                   Michael  J. Gerrits Investments Limited,
                                   Anne Gerrits,  the  Anne  Gerrits Trust,
                                   the  Patrick T. Gerrits Trust,  and  the
                                   Christine M. Gerrits Trust, James C. and
                                   Laure  L.  Keavney,  Thomas  J. Lawless,
                                   Ronald  Robison, William A. Proulx,  and
                                   the Estate of James O'Brien)


                                    /S/ ANNE GERRITS
                             __________________________________________

                                   Anne Gerrits  (for  herself  and  as trustee
                                   under Trust Agreement dated          , 1993 
                                   for the benefit of Alicia Gerrits)


                                    /S/ PATRICK GERRITS
                                    _________________________________________
                                   Patrick Gerrits Investment Ltd.


                                   ___________________________________________
                                   William  Murphy,  as  Co-Trustee for the
                                   Patrick   Gerrits   Irrevocable    Trust
                                   Agreement


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                                    /S/ CHRISTINE M. GERRITS
                                   __________________________________________
                                   Christine M. Gerrits, as Trustee for the
                                   Christine M. Gerrits Klines Trust



                                    /S/ DAVID GERRITS
                                    _________________________________________
                                   David  Gerrits,  as  Co-Trustee  of  the
                                   Patrick    Gerrits   Irrevocable   Trust
                                   Agreement



                                    /S/ JOHN WM. BECK
                                    _________________________________________
                                   John Wm. Beck



                                    /S/ JAMES C. KEAVNEY
                                    _________________________________________
                                   James  C. Keavney,  as  Trustee  of  the
                                   Laure L. Keavney IGST



                                    /S/ LAURE L. KEAVNEY
                                    _________________________________________
                                   Laure L.  Keavney,  as  Trustee  of  the
                                   James C. Keavney IGST




                                    /S/ JAMES C. AND LAURE L. KEAVNEY
                                    _________________________________________
                                   James C. and Laure L. Keavney




                                    /S/ CHARLES R. KRAUSER
                                    _________________________________________
                                   Charles  R.  Krauser  (as  Trustee under
                                   Voting Trust Agreement dated  April  27,
                                   1998  for  the benefit of Krauser Family
                                   Investments    Limited,    the   Krauser
                                   Education     Trust,    Goltra    Family
                                   Investments  Limited,   John  R.  Goltra
                                   IGST, Janet L. Goltra IGST,  and Dorothy
                                   D'Angelo)

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                                    /S/ JOHN R. GOLTRA
                                    _________________________________________
                                   John R. Goltra, on behalf of the  Goltra
                                   Family Investments Limited



                                    /S/ JOHN R. GOLTRA
                                    _________________________________________
                                   John  R. Goltra, as Trustee of the Janet
                                   L. Goltra IGST



                                    /S/ JANET L. GOLTRA
                                    _________________________________________
                                   Janet L.  Goltra, as Trustee of the John
                                   R. Goltra IGST



                                    /S/ ROSE KRAUSER
                                    _________________________________________
                                   Rose Krauser  as  Trustee of the Krauser
                                   Education Trust Agreement



                                    /S/ DOROTHY D'ANGELO
                                    _________________________________________
                                   Dorothy D'Angelo



                                    /S/ LUMIYA INTERNATIONAL, S.A.
                                    _________________________________________
                                   Lumiya International, S.A.



                                    /S/ INES DE S. SCHEDLBAUER
                                    _________________________________________
                                   Girasol Enterprises, S.A.



                                    /S/ GEORGE HAAS, JR. (CHAIRMAN)
                                    _________________________________________
                                   Haas Financial Corporation



                                    /S/ RAFAEL NIN
                                    _________________________________________
                                   Rafael Nin

<PAGE>
                                    /S/ SUMMER KRAMER
                                    _________________________________________
                                   Summer Kramer


                                    /S/ ANGEL COLLADO SCHWARZ
                                    _________________________________________
                                   Angel Collado Schwarz


                                    /S/ THOMAS J. LAWLESS
                                   __________________________________________
                                   Thomas J. Lawless


                                    /S/ RONALD ROBISON
                                    _________________________________________
                                   Ronald Robison


                                    /S/ WILLIAM A. PROULX
                                    _________________________________________
                                   William A. Proulx


                                    /S/ JAMES O'BRIEN
                                    _________________________________________
                                   James O'Brien as Personal Representative
                                   of the estate of James O'Brien


                                   __________________________________________
                                   Linda McCune

 
                                   __________________________________________
                                   Sandra Waugh



                                   __________________________________________
                                   Charles Beach, Jr.



                                   __________________________________________
                                   Anita  F.  Gerrits as  Trustee  for  the
                                   Anita F. Gerrits Trust #1