<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM 10-K

[x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                         COMMISSION FILE NUMBER 1-4753

                       PUERTO RICAN CEMENT COMPANY, INC.
            (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                             <C>
COMMONWEALTH OF PUERTO RICO                                        51-A-66-0189525
(State or Other Jurisdiction of                                   (I.R.S. Employer
Incorporation or Organization)                                  Identification No.)
                                                                 
PO BOX 364487 - SAN JUAN, PUERTO RICO                                   00936-4487
(Address of Principal Executive Offices)                                 (Zip Code)
</TABLE>                                                         

                                (787) 783-3000
             (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section l2 (b) of the Act:

<TABLE>
<CAPTION>                                                      
                                                                NAME OF EACH EXCHANGE
    TITLE OF EACH CLASS                                          ON WHICH REGISTERED
-----------------------------                                  -----------------------
<S>                                                            <C>
COMMON STOCK, $1.00 PAR VALUE                                  NEW YORK STOCK EXCHANGE
</TABLE>                                                       

Securities registered pursuant to Section l2 (g) of the Act: NONE

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section l3 or l5(d) of the Securities Exchange
Act of l934 during the preceding l2 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.

                               Yes    X     No
                                    -----      -----

                           [Cover page 1 of 2 pages]
<PAGE>   2

         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. [X]

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant is $182,371,439 (exclusive of shares respecting which
affiliates have either sole or shared voting and dispositive power).  This
market value was computed by reference to the closing price of the stock on The
New York Stock Exchange on March 15, l996.

         Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the close of the period covered by this report:

         COMMON STOCK, $1.00 PAR VALUE           5,504,722 SHARES

DOCUMENTS INCORPORATED BY REFERENCE

         l.      Portions of the Registrant's annual report to security holders
                 for the fiscal year ended December 3l, l995, are incorporated
                 by reference into Parts I and II.

         2.      Portions of the Registrant's definitive proxy statement for
                 the 1996 Annual Meeting to be filed pursuant to Regulation 14A
                 are incorporated by reference into Part III.





                          [Cover page 2 of 2 pages]
<PAGE>   3

                      CROSS REFERENCE SHEET AND TABLE OF CONTENTS 

<TABLE>
<CAPTION>
                                                                                          Page
ITEM                                                                                     Number         Reference
----                                                                                     ------         ---------
                                               PART I
 <S>     <C>                                                                                <C>               <C>
  1.     Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          6                (1)
             General Development of Business  . . . . . . . . . . . . . . . . . . .          6
             Financial Information About Industry Segments  . . . . . . . . . . . .          6                (2)
             Narrative Description of Business  . . . . . . . . . . . . . . . . . .          7
             Financial Information about Foreign and Domestic
               Operations and Export Sales  . . . . . . . . . . . . . . . . . . . .         11
             Executive Officers of the Registrant . . . . . . . . . . . . . . . . .         12

  2.     Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         13                (3)

  3.     Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         14                (4)

  4.     Submission of Matters to a Vote of Security Holders  . . . . . . . . . . .         14

                                               PART II

  5.     Market for the Registrant's Common Equity
           and Related Stockholder Matters  . . . . . . . . . . . . . . . . . . . .                           (5)

  6.     Selected Financial Data  . . . . . . . . . . . . . . . . . . . . . . . . .                           (6)

  7.     Management's Discussion and Analysis of Financial
           Condition and Results of Operations  . . . . . . . . . . . . . . . . . .                           (7)

  8.     Financial Statements and Supplementary Data  . . . . . . . . . . . . . . .                           (8)

  9.     Changes in and Disagreements With Accountants on
           Accounting and Financial Disclosure  . . . . . . . . . . . . . . . . . .         14

                                               PART III

 l0.     Directors of the Registrant  . . . . . . . . . . . . . . . . . . . . . . .         15
             Identification of Directors  . . . . . . . . . . . . . . . . . . . . .         15                (9)

 11.     Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . .         15               (10)

 l2.     Security Ownership of Certain Beneficial Owners
           and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         15               (11)

 13.     Certain Relationships and Related Transactions . . . . . . . . . . . . . .         15               (12)
                                                                                                               
</TABLE>

<PAGE>   4

<TABLE>

                                               PART IV
 <S>                                                                                        <C>
 l4.     Exhibits, Financial Statement Schedules and
             Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .         15
             Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . . . .         16
             Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         16
</TABLE>

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

         (l)     Information incorporated by reference to the Registrant's
                 Annual Report to Stockholders for the year ended December 3l,
                 l995 ("Annual Report") and the Board of Directors' Proxy
                 Statement for use in connection with the Registrant's annual
                 meeting of stockholders to be held May 1, l996 ("Proxy
                 Statement").

         (2)     Annual Report, page 28, section entitled "Notes to
                 Consolidated Financial Statements, Note 13 /Financial Data by
                 Industries."

         (3)     Annual  Report, page 23, section entitled  "Notes to
                 Consolidated Financial Statements, Note 5 /Property, Plant and
                 Equipment," and page 28, section entitled "Notes to
                 Consolidated Financial Statements, Note 14 /Lease
                 Commitments."

         (4)     Annual Report, page 29, section entitled "Notes to
                 Consolidated Financial Statements, Note 16 / Contingent
                 Liabilities and Other Commitments."

         (5)     Annual Report, page 33, section entitled "Common Share Prices
                 and Dividends Per Share," page 31, section entitled "Five-Year
                 Statistical Comparison," and page 24, section entitled "Notes
                 to Consolidated Financial Statements, Note 10 /Long-term
                 Debt."

         (6)     Annual Report, page 16, section entitled "Selected Financial
                 Data."

         (7)     Annual Report, pages 14 to 16, section entitled "Management's
                 Discussion and Analysis of Financial Condition and Results of
                 Operations."

         (8)     Annual Report, pages 18 to 31, sections entitled "Consolidated
                 Balance Sheet," "Consolidated Statement of Income and Retained
                 Earnings," "Consolidated Statement of Cash Flows," "Notes to
                 Consolidated Financial Statements," "Report of Independent
                 Accountants," "Financial Results by Quarter," "Consolidated
                 Fourth Quarter Results," and "Five-Year Statistical
                 Comparison."

         (9)     Proxy Statement, pages 2 to 9, section entitled "Information
                 about Nominees, Directors and Principal Stockholders."

        (l0)     Proxy Statement, pages 10 to 17, section entitled "Executive
                 Compensation," through and including section entitled "Certain
                 Transactions with Management."
<PAGE>   5

         (11)    Proxy Statement, pages 2 to 9, sections entitled "Information
                 about Nominees, Directors and Principal Stockholders" and
                 "Security Ownership of Certain Beneficial Owners."

         (12)    Proxy Statement, pages 16 to 17, sections entitled "Certain
                 Transactions with Management" and "Compensation Committee
                 Interlocks and Insider Participation."





                                       5
<PAGE>   6

                                     PART I

Item 1.  BUSINESS

                      (a)  GENERAL DEVELOPMENT OF BUSINESS

Organization

Puerto Rican Cement Company, Inc. (the "Registrant"), a corporation organized
under the laws of the Commonwealth of Puerto Rico in l938, is engaged in: (i)
the production and sale of cement, ready-mixed concrete and related products,
(ii) paper and packaging and (iii) realty operations.

Recent Acquisitions

On November 21, 1995, the Registrant purchased 100% of the common stock of
Ready Mix Concrete, Inc. (RMC) and Concreto Mixto, Inc. (CMI) for an aggregate
purchase price of $23,600,000 in cash, stock and notes.  These two companies
are major producers of ready-mixed concrete in the island of Puerto Rico,
principally in the north and northeastern region of the island.  The
acquisition was accomplished through the issuance of 85,522 shares of the
Registrant's common stock, and the payment of cash and issuance of notes
payable to the sellers in the aggregate amount of approximately $17,700,000.
The assets of these two companies included 195 ready-mixed concrete trucks and
18 concrete batching plants.

Approximately 19% of the shares of RMC have not been delivered to the 
Registrant.  The transfer of these shares requires the approval of the Court. 
The Registrant does not expect any problem to obtain this approval. 

               (b)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS


Information on the industry segments in which the Registrant has been engaged
for the last three fiscal years, including the amounts of revenue, operating
profit and identifiable assets attributable to each of the Registrant's
industry segments, is included as part of the Registrant's Annual Report to
Stockholders for the year ended December 3l, l995 (the "Annual Report"), page
28, section entitled "Notes to Consolidated Financial Statements, Note 13/
Financial Data by Industries," which includes the financial statements and
schedules furnished pursuant to Item 14 and is incorporated herein by
reference.





                                       6
<PAGE>   7

                     (c)  NARRATIVE DESCRIPTION OF BUSINESS


(i)  Principal Products or Services

The principal products produced or services rendered by the Registrant are:

         (A)     Cement and related products

                 1.       Portland grey cement, Type I, manufactured under
                          specifications of the American Society for Testing
                          Materials ("ASTM")

                 2.       Hydrated lime

                 3.       Ready-mixed concrete

         (B)     Paper and packaging

                 l.       Multi-wall paper bags

         (C)     Realty operations

The Registrant's products are sold principally on the island of Puerto Rico.

Portland grey cement is used primarily in the construction of residential,
commercial and public buildings and in the construction of highways.  During
the fiscal year ended December 3l, l995, the Registrant sold 5,149,929 barrels
of grey cement. Substantially all these sales were made to customers in Puerto
Rico.   Approximately 21% of the cement sold by the Registrant in 1995 was sold
to the ready-mixed concrete operations acquired by the Registrant in November
1995.

During the fiscal year ended December 3l, l995, approximately 29% of the
hydrated lime produced by the Registrant was sold to the construction and
agricultural industry and the remaining 71% was sold to other industries for
chemical usage, both locally and in export markets.  Approximately 30.9% (37.4%
in 1994) of total sales of hydrated lime, mainly for use in connection with
chemical water purification, were made to the local Government or its agencies.
Export sales for the year ended on December 31, 1995, represented 36% of the
total sales of hydrated lime.

The annual ready-mixed concrete production capacity of the companies acquired
in November 1995 is over 1.5 million cubic yards.  Both companies sell their
product primarily to contractors on public construction projects as well as
residential and industrial builders.





                                       7
<PAGE>   8

Multi-wall paper bags produced by the Registrant's St. Regis Paper and Bag
Division was marketed almost exclusively in Puerto Rico and were used by the
following customers: 35% by the Registrant and its subsidiaries for packing its
products; 1% for packaging of cement and related products by other producers;
9% by sugar producers; 50% by the grain and animal feed industry; and 5% for
chemical, rice, fertilizers and other miscellaneous uses.

The Registrant, through one of its majority owned subsidiaries, owns and holds
for future development and sale approximately 532 acres of land throughout
Puerto Rico.

Total Revenue

Set forth below are (i) the total revenue (in thousands of dollars) for each of
the last three fiscal years contributed by any class of similar products that
accounted for l0% or more of the Registrant's consolidated net sales in such
fiscal years and (ii) the Registrant's consolidated net sales (in thousands of
dollars) for each of the last three fiscal years:

<TABLE>
<CAPTION>
                        Portland                Consolidated
                       grey cement               net sales
                       -----------              ------------
         <S>              <C>                      <C>
         1995             $84,969                  $100,232
         1994              84,168                    92,830
         1993              73,895                    84,028
</TABLE>

Methods of Distribution

The Registrant sells and distributes cement (both in bulk and bagged) and
related products in Puerto Rico to (i) customers on a direct basis, (ii) to
independent local distributors (which include ready-mixed concrete producers,
building material dealers, concrete products manufacturers, and government
agencies), and (iii) to general and highway contractors.

Ready-mixed concrete is delivered to construction sites by mixer-trucks owned
by the Registrant's subsidiaries.


(ii)  New Products

The Registrant has not made any public announcements regarding, nor has it
otherwise made public information about, a new product or industry segment that
is material to the Registrant's business.





                                       8
<PAGE>   9

(iii)  Raw Materials

The Registrant owns in fee properties containing limestone and sand deposits
which directly adjoin or are close to its cement and hydrated lime plant sites.
The Registrant also owns properties near such plants which contain clay
deposits.  The Registrant has not conducted a systematic exploratory drilling
program ordinarily considered necessary for the establishment of limestone and
other raw materials reserve and, accordingly, makes no tonnage estimate of the
availability of such raw materials.  However, based on scattered drilling
results on deposits of substantial depths, and past and present production from
the Registrant's properties, the Registrant believes that the availability of
limestone and other raw materials presents no foreseeable problem.  There have
been no recent material mining changes in the exploitation of the principal raw
material deposits, and none are expected. The Registrant purchases raw gypsum
in the open market from sources outside Puerto Rico.  Coal for firing the kilns
is purchased from Carbones de Colombia, S.A., a Colombian supplier, under a
long-term supply contract.  Electricity is purchased from the Puerto Rico
Electric Power Authority, and water is obtained from wells on the Registrant's
properties.

Ready-mixed concrete is formed by mixing controlled portions of cement, water
and aggregates.  RMC and CMI each purchases most of its cement from the
Registrant's cement plant.  RMC also purchases cement, under a contract signed
prior to the acquisition, from San Juan Cement Company, Inc., the other cement
producer in Puerto Rico.  Aggregates, such as sand and gravel, as well as
additives used in the formation of concrete are purchased from various
suppliers.


(iv)  Patents and Trademarks

St. Regis Paper and Bag Division had the right to use until December 3l, l995
certain trademarks, trade names and patents owned by  Stone Container
Corporation (which were once owned by St. Regis Paper Company of New York, then
acquired by Champion International during l985, and after that sold to Stone
Container Corporation).  The Registrant is negotiating, annually, for renewal
of this agreement for continued use of such trademarks, trade names and
patents. The Registrant believes that failure to renew such agreement would
have no material impact on this segment of its business.


(v)  Seasonal Effect on Sales

Demand for cement and related products is largely dependent on the requirements
of the construction industry.  The requirements of the construction industry in
Puerto Rico and in the Caribbean area are not necessarily "seasonal" because of
the normally favorable climatic conditions of the area; however, the
requirements of the construction industry depend to some extent on general
economic conditions.





                                       9
<PAGE>   10

(vi)  Credit and Working Capital Practices

As of December 31, 1995, the Registrant had invested approximately 13% of its
total assets in inventory, which consists mainly of operating supplies and
repair parts for its equipment.  Taking into account, the geographical
locations of the Registrant's manufacturing facilities as compared to the
geographical locations of  its major suppliers, such investment in inventory is
considered normal by industry standards.  No significant amounts of finished
goods are required to be maintained in inventory to meet rapid delivery
requirements of customers.  The Registrant sells its products to customers
under normal commercial open account payment terms.


(vii)  Customers

During fiscal year  l995, 27% of the Registrant's total dollar sales in the
cement and related products segment were made to 10 unrelated customers. One of
these customers, Hormigonera Mayaguezana, accounted for approximately 12% of
the Registrant's consolidated sales.


(viii)  Backlog

In the opinion of the Registrant, backlog is not a relevant consideration in
the type of business in which it is engaged.


(ix)  Government Contracts

No material portion of the business of the Registrant is subject to
renegotiation of profits or termination of contracts or subcontracts at the
election of the Government.


(x)  Competition

The Registrant is the principal producer of cement, hydrated lime and
multi-wall paper bags in Puerto Rico.  During l995, the other cement
manufacturing company in Puerto Rico, San Juan Cement Company, Inc., which
began production at the end of May l970, accounted for approximately 38.3% of
the total bags of cement sold in Puerto Rico.  No material amount of cement was
imported to the Puerto Rico market during 1995.

The Registrant competes based on the price and quality of its products.

The Registrant believes that it is the largest producer of ready-mixed concrete
in Puerto Rico.  Competition includes various large ready-mixed companies and
several small ready-mixed operators.  Competition for sales volume, based
principally on price, is considered very strong.  In addition, product quality
and consistency and customers services are important, although to a lesser
degree.





                                       10
<PAGE>   11

(xi)  Research and Development

During the last three fiscal years, other than the conversion of two slurry
mills to cement grinding mills, which was completed in the third quarter of
1995, the Registrant has not spent any material amounts on research and
development activities relating to the development of new products, services or
techniques or the improvement of existing products, services or techniques for
itself or for any of its customers.


(xii)  Environmental Compliance

During l978, the Registrant completed the installation of air pollution control
equipment in its Ponce cement and lime plants at an aggregate approximate cost
of $l7,000,000.  Such equipment was installed in order to comply with (i)
regulations established by the Environmental Quality Board of Puerto Rico and
(ii) the terms of a consent order signed in August l974 (as amended in July
l976 and February l978) with the Federal Environmental Protection Agency.

The Registrant financed the cost of the pollution abatement program through a
loan obtained in l975 from the Government Development Bank for Puerto Rico.
This loan was extinguished in l985 as fully described in a Current Report on
Form 8-K dated September l985.

The Registrant's plants are in compliance with existing environmental
regulations.  No significant expenditures for pollution control equipment are
expected in the near future.

Regulations issued by the United States Environmental Protection Agency limit
the Registrant's annual production capacity.   In 1995, such regulations
limited the Registrant's capacity to 5,165,000 barrels of clinker. The
Registrant complied with these limitations and such limitations did not have a
material effect on the capital expenditures, earnings or competitive position
of the Registrant.


(xiii)  Employees

As of December 3l, l995, the Registrant and its subsidiaries had 939 employees,
including 408 from its ready-mixed concrete subsidiaries.


           (d)  FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS 
                               AND EXPORT SALES

None of the Registrant's industry  segments depend to any material extent on
foreign operations, except that wholly-owned subsidiary Florida Lime Corp., 
reported a significant portion of its sales volume on export sales. 





                                       11
<PAGE>   12

                   (e)  EXECUTIVE OFFICERS OF THE REGISTRANT

1.       Miguel Nazario, age 48, President and Chief Executive Officer of the 
         Registrant since January 1, 1995; Vice President of the Registrant 
         from August 8, l994 to December 31, 1994; prior to joining the 
         Registrant, Mr. Nazario held various administrative positions over 
         a ten-year period, most recently as a member of the Corporate 
         Manufacturing Staff of Digital Equipment Corporation.

2.       Jose J. Suarez(1), age 60, Director; Executive Vice President in charge
         of Operations of the Registrant from January 1, 1988 to December 31,
         1995; Senior Vice President in charge of Operations from October l983
         to December 31, 1987; Vice President of Operations from June l982 to
         October l983.

3.       Jose O. Torres, age 50, Secretary; Treasurer and Vice President of
         Finance of the Registrant since January 1, 1988; Vice President and
         Treasurer from October l983 to December 31, 1987; Vice President of
         Sales from l982 to October l983; Treasurer from l976 to l982.

4.       Angel M. Amaral, age 62, Vice President and Controller of the
         Registrant since June l982; Controller from l976 to June l982.

5.       Rene Di Cristina, age 45, Vice President of Sales of the Registrant
         since October l983.

6.       Benito del Cueto, age 61, Vice President of Realty Operations.

7.       Antonio L. Ferre Rangel(2), age 28, Director; Vice President of
         Strategic Planning since January 1, 1995.  Mr.  Ferre joined the
         Company in 1992.

8.       Juan A. Carbonell(3), age 74, Vice President and General Manager of St.
         Regis Paper and Bag Division from January 1984 to December 31, 1995.

All officers are elected to serve for a term of one year and until the election
and qualification of their respective successors.

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


(1)      Mr. Suarez retired from his position as Executive Vice President in
         Charge of Operations of the Registrant as of December 31, 1995, but
         remained as a Director.

(2)      Mr. Ferre was named Vice President of Operations and Strategic
         Planning effective on January 6, 1996.

(3)      Mr. Carbonell retired from his position as Vice President and General
         Manager of St. Regis Paper and Bag Division as of December 31, 1995.





                                       12
<PAGE>   13
Item 2.  PROPERTIES

Used in cement and related products segments

The Registrant owns in fee a cement plant located in Ponce, Puerto Rico on a
25-acre site. It also owns in fee a hydrated lime manufacturing plant that is
located within the Ponce cement plant premises.  The Ponce cement plant
operates under the dry process and during the last fiscal year 5,168,693
barrels of cement were produced for an approximate 95% of its effective kiln
capacity.  The lime plant produced 26,177 tons of lime and was operated at
approximately 57% of its capacity.

During 1992 the Registrant purchased a 67-acre tract of land located next to
the cement plant and a 149-acre tract of land adjacent to one of the
Registrant's quarries for future quarry operations.

During l995 the Registrant continued the repairs and maintenance program on its
plants. The Registrant believes that its plants are presently in good condition
and properly maintained.

The Registrant owns in fee properties containing adequate deposits of limestone
and other raw materials (See Item l (c) (iii)) which directly adjoin or are
close to the plant sites.

The Registrant leases a parcel of land under a long-term lease with the
municipality of Ponce, on which it installed certain facilities for coal
receiving and handling.  The coal received through said facilities is used as
fuel in the Registrant's cement and hydrated lime manufacturing operations.

Used in paper and packaging segment

The manufacturing plant of the St. Regis Paper and Bag Division is located on a
site owned by it in fee in Ponce, Puerto Rico.  The Registrant believes the
plant to be in good condition and properly maintained.

Used in realty operations

The Registrant and one of its subsidiaries own in fee, and hold for future
development and sale, approximately 532 acres of land throughout Puerto Rico.
(See Item l (c) (i).)

Used for office facilities

The Registrant and its subsidiaries own a one story building housing its
executive offices located in the Amelia Industrial Park, Guaynabo, Puerto Rico.

Information about leased properties is incorporated by reference from the
Annual Report, page 28, section entitled "Notes to Consolidated Financial
Statements, Note 14/Lease Commitments."





                                       13
<PAGE>   14

Item 3.  LEGAL PROCEEDINGS

There are presently pending against the Registrant the legal proceedings
described in the Annual Report, page 29, section entitled "Notes to
Consolidated Financial Statements, Note 16/Contingent Liabilities and Other
Commitments," furnished pursuant to Item 14, to which reference is hereby made
and which is incorporated by reference herein.

Among the legal actions currently pending against the Registrant is a lawsuit
brought by San Juan Cement, Inc. in the United States District Court for the
District of Puerto Rico.  San Juan Cement, Inc. has sought rescission of the
acquisition by the Registrant of two Puerto Rican ready-mixed concrete
manufacturers: Concreto Mixto, Inc. and Ready Mix Concrete, Inc.  San Juan
Cement, Inc. claims that the acquisition violates the federal antitrust laws,
purportedly because it tends to substantially lessen competition.  Ready Mix
Concrete, Inc. has moved to dismiss the complaint for lack of subject matter
jurisdiction, and the Registrant and Concreto Mixto, Inc. have joined in the
motion to dismiss.  As of March 27, 1996, there has been no decision on the
motion.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.


                                   PART II

Items 5 through 8 of Part II of this report are omitted as permitted by General
Instruction  G (2) since the information required by such items is contained in
the Registrant's Annual Report which is incorporated herein by reference.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE

                          None.





                                       14
<PAGE>   15

                                    PART III

Item l0.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)  Identification of Directors

Information required herein is contained in a definitive Proxy Statement for
use in connection with the Registrant's Annual Meeting of Stockholders to be
held on May 1, l996 filed with the Commission pursuant to Regulation l4A (the
"Proxy Statement") pages 2 to 9, section entitled "Information about Nominees,
Directors and Principal Stockholders," and is incorporated herein by reference.


Item 11.  EXECUTIVE COMPENSATION

Information required by Item 11 is contained in the Proxy Statement, pages 10
to 17, section entitled "Executive Compensation" through and including the
section entitled "Certain Transactions with Management," and is incorporated
herein by reference.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by Item l2 is contained in the Proxy Statement, pages 2 to
9, sections entitled "Information about Nominees, Directors and Principal
Stockholders" and "Security Ownership of Certain Beneficial Owners," and is
incorporated herein by reference.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by Item 13 is contained in the Proxy Statement, pages 16
to 17, sections entitled "Certain Transactions with Management" and
"Compensation Committee Interlocks and Insider Participation," and is
incorporated herein by reference.

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

(a)  The following documents are filed as part of this report on Form 10-K:

         1.      Financial Statements incorporated by reference to the Annual
                 Report, pages 20 to 29; and

         2.      Financial statement schedules and supplementary data required
                 by Item 8 of Form 10-K, filed herewith.





                                       15
<PAGE>   16

The financial statement schedules required by Item 14(d) of Form 10-K are
excluded since the Registrant is primarily an operating company. All
subsidiaries included in the consolidated financial statements being filed, in
the aggregate, do not have minority equity interest and/or indebtedness to any
person other than the Registrant or the consolidated subsidiaries in amounts
which together exceed l0% of the Registrant's total consolidated assets at
December 3l, l995.


(b)  Reports on Form 8-K:   None.

(c)  Exhibits required by Section 601 Regulation S-K:

         3.      Certificate of Incorporation and By-Laws

                 l.       Certificate of Incorporation and amendment thereto
                          filed as an exhibit to Form S-l on March 25, 1963,
                          with (i) composite copy of the Certificate of
                          Incorporation dated May l6, l983 filed as an exhibit
                          to Form 10-K for the fiscal year ended December 31,
                          1983, (ii) amendments dated May 6, 1987 filed as an
                          exhibit to Form 10-Q for the fiscal quarter ended
                          June 30, 1987, and (iii) amendment dated May 5, 1993
                          (increasing the number of authorized shares of common
                          stock from 10 million to 20 million) filed as an
                          exhibit to Form 10-K for the fiscal year ended
                          December 31, 1993.(*)

                 2.       By-Laws of the Registrant, as amended, filed as an
                          exhibit to Form 10-K for the fiscal year ended
                          December 31, 1987, with (i) amendment dated January
                          1993 filed as an exhibit to Form 10-K for the fiscal
                          year ended December 31, 1993,(*) and (ii) amendment
                          dated December 22, 1994 filed as an exhibit to Form
                          10-K for the fiscal year ended December 31, 1994.

         l0.     Material contracts

                 1.       Coal Purchase/Sale Agreement between Registrant and
                          Carbones de Colombia, S.A. dated as of December 14,
                          1982 filed as an exhibit to Form 10-K for the fiscal
                          year ended December 31, 1982.(*)  Copy of addendum No.
                          5 which changed the quantity of coal purchases to
                          100,000 tons per year through the year 2000, was
                          filed as an exhibit to Form 10-Q for the fiscal
                          quarter ended March 31, 1992.(*)

                 2.       (a)     Consolidated and restated loan agreement
                                  dated as of September 27, 1985 among
                                  Registrant, Registrant's Guarantors and the
                                  Government Development Bank for Puerto Rico
                                  for approximately $18.3 million encompassing
                                  all outstanding debt of the Registrant to the
                                  bank as of that date.(*)

                          (b)     Indenture trust agreement dated September 27,
                                  l985 between Registrant as grantor and Banco
                                  de Ponce as trustee for the benefit of the
                                  Government Development Bank for Puerto
                                  Rico.(*)





                                       16
<PAGE>   17

         (Both documents listed above in this paragraph l0.2 were filed as
         exhibits to a Current Report on Form 8-K dated September l985 and are
         related to the early extinguishment of the debt transaction described
         therein.)


                 3.       Loan agreement between the Registrant and Banco
                          Popular de Puerto Rico in the principal amount of
                          $10,000,000 dated as of November 6, 1987 filed as an
                          exhibit to a Current Report on Form 8-K dated
                          November 1987.(*)  Letter dated January 17, 1992,
                          which modifies certain terms of such loan agreement
                          (including a reduction in the interest rate and a
                          change in the original repayment schedule from
                          quarterly payments to annual payments) filed as an
                          exhibit to Form 10-K for the fiscal year ended
                          December 31, 1991.(*)

                 4.       Form of Severance Compensation Agreement executed by
                          the Registrant during the third quarter of 1989 with
                          a consultant and 18 of the Registrant's key officers,
                          filed as an exhibit to Form 10-Q for the fiscal
                          quarter ended September 30, 1989.(**)

                 5.       Loan agreement between the Registrant and Banco
                          Popular de Puerto Rico in the principal amount of
                          $8,000,000 dated as of December 8, 1993 (used to
                          finance the conversion to cement grinding of two
                          existing slurry mills) and letter dated July 11, 1994
                          (amending certain sections of the original loan
                          agreement).

                 6.       Loan agreement between the Registrant and The Bank of
                          Nova Scotia in the principal amount of $16,000,000
                          dated as of February 26, 1993 (used in the financing
                          of the conversion of two existing slurry mills to
                          cement grinding).

                 7.       Loan agreement between the Registrant and Banco
                          Popular de Puerto Rico in the principal amount of
                          $6,000,000 dated August 2, 1993 (to pay a $3 million
                          scheduled installment and an optional $3 million
                          payment on a long-term debt due August 1993) and
                          letter dated July 11, 1994 (amending certain sections
                          of the original loan agreement).

                 8.       Loan agreement between the Registrant and Banco
                          Popular de Puerto Rico in the principal amount of
                          $7,000,000 dated September 15, 1994 (used to
                          refinance the outstanding balance of another loan)
                          filed as an exhibit to Form 10-Q for the fiscal
                          quarter ended September 30, 1994.(*)

                  9.      Amendment to the Consulting Agreement between the
                          Registrant and Antonio Luis Ferre dated January 1,
                          1995.(**)





                                       17
<PAGE>   18

                 13.      Annual Report to security holders for the year ended
                          December 3l, l995.

                 21.      Subsidiaries of the Registrant are included as part
                          of the Annual Report to security holders, page 33,
                          section entitled "Subsidiaries."  All of the
                          Registrant's subsidiaries are incorporated under the
                          laws of the Commonwealth of Puerto Rico, except for
                          Caribbean Cement Carriers Corporation, which is
                          incorporated under the laws of the Republic of
                          Panama, and Ferre Export Corporation, which is
                          incorporated under the laws of the state of New York.

                 23.      Consent of Price Waterhouse, independent public
                          accountants.

                 27.      Financial Data Schedule.

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

    (*)  Incorporated herein by reference.

   (**)  Exhibit constitutes a management contract or compensatory plan or
         arrangement required to be filed pursuant to Item 601 (b) (10) (iii).

                                  SIGNATURES
  
Pursuant to the requirements of Section l3 or 15(d) of the Securities
Exchange Act of l934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

PUERTO RICAN CEMENT COMPANY, INC. (REGISTRANT)



Date:  March 27, 1996                              By:/s/ Miguel Nazario
                                                      -------------------------
                                                   Miguel Nazario
                                                   President and Chief Executive
                                                      Officer and Director





                                       18
<PAGE>   19

Pursuant to the requirements of the Securities Exchange Act of l934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

<TABLE>
<S>                                                                 <C>
Date:  March 27, 1996                                               By: /s/ Miguel Nazario
                                                                       ------------------------------  
                                                                    Miguel Nazario
                                                                    President and Chief Executive
                                                                      Officer and Director


Date:  March 27, 1996                                               By: /s/ Antonio Luis Ferre 
                                                                       ------------------------------  
                                                                    Antonio Luis Ferre 
                                                                    Chairman of the Board and   
                                                                      Director


Date:  March 27, 1996                                               By: /s/ Alberto M. Paracchini
                                                                       ------------------------------  
                                                                    Alberto M. Paracchini
                                                                    Director and Vice Chairman of   
                                                                      the Board


Date:  March 27, 1996                                               By: /s/ Hector del Valle
                                                                       ------------------------------  
                                                                    Hector del Valle
                                                                    Director and Vice Chairman of   
                                                                      the Board


Date:  March 27, 1996                                               By: /s/ Antonio L. Ferre Rangel 
                                                                       ------------------------------  
                                                                    Antonio L. Ferre Rangel 
                                                                    Vice President of Operations and
                                                                      Strategic Planning and Director


Date:  March 27, 1996                                               By: /s/ Jose O. Torres
                                                                       ------------------------------  
                                                                    Jose O. Torres
                                                                    Vice President of Finance,
                                                                      Secretary and Treasurer


Date:  March 27, 1996                                               By: /s/ Angel M. Amaral 
                                                                       ------------------------------  
                                                                    Angel M. Amaral 
                                                                    Vice President and Controller
</TABLE>





                                       19
<PAGE>   20

<TABLE>
<S>    <C>                                                          <C>
Date:  March 27, 1996                                               By: /s/ Jose J. Suarez 
                                                                       ------------------------------  
                                                                    Jose J. Suarez 
                                                                    Director


Date:  March 27, 1996                                               By: /s/ Jose Fernandez Paoli 
                                                                       ------------------------------  
                                                                    Jose Fernandez Paoli 
                                                                    Director


Date:  March 27, 1996                                               By: /s/ Esteban D. Bird 
                                                                       ------------------------------  
                                                                    Esteban D. Bird 
                                                                    Director


Date:  March 27, 1996                                               By: /s/ Emilio J. Venegas
                                                                       ------------------------------  
                                                                    Emilio J. Venegas
                                                                    Director


Date:  March 27, 1996                                               By: /s/ Oscar A. Blasini 
                                                                       ------------------------------  
                                                                    Oscar A. Blasini 
                                                                    Director


Date:  March 27, 1996                                               By: /s/ Hector Puig Ramirez 
                                                                       ------------------------------  
                                                                    Hector Puig Ramirez 
                                                                    Director


Date:  March 27, 1996                                               By: /s/ Rosario J. Ferre 
                                                                       ------------------------------  
                                                                    Rosario J. Ferre 
                                                                    Director


Date:  March 27, 1996                                               By: /s/ Federico F. Sanchez 
                                                                       ------------------------------  
                                                                    Federico F. Sanchez 
                                                                    Director


Date:  March 27, 1996                                               By: /s/ Jorge L. Fuentes 
                                                                       ------------------------------  
                                                                    Jorge L. Fuentes 
                                                                    Director
</TABLE>





                                       20
<PAGE>   21

<TABLE>
<S>                                                                 <C>
Date:  March 27, 1996                                               By: /s/ Carlos J. Suarez 
                                                                       ------------------------------  
                                                                    Carlos J. Suarez 
                                                                    Director


Date:  March 27, 1996                                               By: /s/ Luis A. Ferre Rangel
                                                                       ------------------------------  
                                                                    Luis A. Ferre Rangel
                                                                    Director


Date:  March 27, 1996                                               By: /s/ Juan A. Albors 
                                                                       ------------------------------  
                                                                    Juan A. Albors 
                                                                    Director


Date:  March 27, 1996                                               By: /s/ Federico Stubbe 
                                                                       ------------------------------  
                                                                    Federico Stubbe 
                                                                    Director
</TABLE>





                                       21
<PAGE>   22


                       PUERTO RICAN CEMENT COMPANY, INC.
                            AND SUBSIDIARY COMPANIES

                                     INDEX



<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                                                                                                <C>
Report of independant accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        23
Schedule V - Property, Plant and Equipment for the years ended
  December 31, 1993, 1994 and 1995  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        24
Schedule VI - Accumulated Depreciation, Depletion and Amortization of Property,
  Plant and Equipment for the years ended December 31, 1993, 1994 and 1995  . . . . . . . .        25
Schedule VIII - Valuation and Qualifying accounts for the years ended
  December 31, 1993, 1994 and 1995  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        26
Schedule IX - Short Term Borrowing for the years ended
  December 31, 1993, 1994 and 1995  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        27
Schedule X - Supplementary income statement information for the years ended
  December 31, 1993, 1994 and 1995  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        28
Financial Data Schedule   . . . . . . . . . . . . . . . . . . . .  .  . . . . . . . . . . .        29
</TABLE>





                                       22
<PAGE>   23
                                                                      SCHEDULE V

           PUERTO RICAN CEMENT COMPANY, INC. AND SUBSIDIARY COMPANIES
                         PROPERTY, PLANT AND EQUIPMENT
              FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995


<TABLE>
<CAPTION>
===================================================================================================================================
    COLUMN A                             COLUMN B              COLUMN C              COLUMN D          COLUMN E          COLUMN F
                                        BALANCE AT                                                                      BALANCE AT
                                        BEGINNING              ADDITIONS                                                  END OF
    CLASSIFICATIONS                      OF YEAR                AT COST (2)       RETIREMENTS (1)      TRANSFERS           YEAR
===================================================================================================================================
<S>                                   <C>                    <C>                     <C>              <C>              <C>
         1993                        
  Land and quarries                   $  4,892,631           $    17,298             $     -          $      -         $  4,909,929
  Buildings                             28,074,938                  -                   222,894           391,764        28,243,808
  Machinery and equipment               89,436,860               270,882              2,161,579         1,630,539        89,176,702
  Pollution control equipment           28,445,104                22,967                218,325           434,158        28,683,904
  Construction in progress                    -                8,825,821                   -           (2,456,461)        6,369,360
                                      ---------------------------------------------------------------------------------------------
Total                                 $150,849,533           $ 9,136,968             $2,602,798       $      -         $157,383,703
                                      =============================================================================================
                                                                                                  
         1994                                                                                     
  Land and quarries                   $  4,909,929           $      -                $     -          $      -         $  4,909,929
  Buildings                             28,243,808                  -                    68,220           158,047        28,333,635
  Machinery and equipment               89,176,702               244,916              4,005,731         2,385,098        87,800,985
  Pollution control equipment           28,683,904                   700                878,748           215,137        28,020,993
  Construction in progress               6,369,360            11,011,147                   -           (2,758,282)       14,622,225
                                      ---------------------------------------------------------------------------------------------
Total                                 $157,383,703           $11,256,763             $4,952,699       $      -         $163,687,767
                                      =============================================================================================
                                                                                                  
         1995                                                                                     
  Land and quarries                   $  4,909,929           $ 5,091,042             $   14,893       $      -         $  9,986,078
  Buildings                             28,333,635               973,028                208,628        10,526,618        39,624,653
  Machinery and equipment               87,800,985            21,606,873              2,417,782        10,683,442       117,673,518
  Pollution control equipment           28,020,993                  -                   145,467         2,899,665        30,775,191
  Construction in progress              14,622,225             9,976,000                   -          (24,109,725)          488,500
                                      ---------------------------------------------------------------------------------------------
Total                                 $163,687,767           $37,646,943             $2,786,770       $      -         $198,547,940
                                      =============================================================================================
</TABLE>

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

(1)  Retirements relate mainly to the cost of fully depreciated assets no
     longer in use.  In 1994, total retirements include equipment written-off 
     with a book value of $587,671.
(2)  Additions, include $27,487,261 of ready mixers acquired in November 21,
     1995.



                                     -24-
<PAGE>   24
                                                                     SCHEDULE VI

           PUERTO RICAN CEMENT COMPANY, INC. AND SUBSIDIARY COMPANIES
           ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF
                        PROPERTY, PLANT AND EQUIPMENT
              FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995


<TABLE>
<CAPTION>
===================================================================================================================================
     COLUMN A                            COLUMN B              COLUMN C              COLUMN D          COLUMN E          COLUMN F
                                         BALANCE               ADDITIONS                                                 BALANCE
                                           AT                  CHARGED TO                                                   AT    
                                        BEGINNING              COSTS AND                                                  END OF
     DESCRIPTION                         OF YEAR                EXPENSES (2)       RETIREMENTS (1)     TRANSFERS           YEAR
===================================================================================================================================
<S>                                   <C>                    <C>                     <C>              <C>              <C>
          1993                        
  Land and quarries                   $   419,209            $   11,397              $     -          $     -          $   430,606
  Buildings                             5,773,779               587,765                 222,894             -            6,138,650
  Machinery and equipment              25,876,123             5,025,196               2,161,580             -           28,739,739
  Pollution control equipment          12,422,287             1,291,688                 218,324             -           13,495,651
                                      --------------------------------------------------------------------------------------------
Total                                 $44,491,398            $6,916,046              $2,602,798       $     -          $48,804,646
                                      ============================================================================================

          1994                                                                                                         
  Land and quarries                   $   430,606            $   12,725              $     -          $     -          $   443,331
  Buildings                             6,138,650               584,410                  68,220             -            6,654,840
  Machinery and equipment              28,739,739             5,046,397               3,705,109             -           30,081,027
  Pollution control equipment          13,495,651             1,305,590                 591,699             -           14,209,542
                                      --------------------------------------------------------------------------------------------
Total                                 $48,804,646            $6,949,122              $4,365,028       $     -          $51,388,740
                                      ============================================================================================

          1995                                                                                                         
  Land and quarries                   $   443,331            $   24,188              $     -          $     -          $   467,519
  Buildings                             6,654,840               592,428                 208,628             -            7,038,640
  Machinery and equipment              30,081,027             5,457,623               2,400,294             -           33,138,356
  Pollution control equipment          14,209,542             1,272,137                 145,467             -           15,336,212
                                      --------------------------------------------------------------------------------------------
Total                                 $51,388,740            $7,346,376              $2,754,389       $     -          $55,980,727
                                      ============================================================================================
</TABLE>

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

(1)  Retirements relate mainly to accumulated depreciation of fully depreciated
     assets.
(2)  Additions, include $409,321 of ready mixers acquired in November 21, 1995.



                                     -25-
<PAGE>   25
                                                                   SCHEDULE VIII

           PUERTO RICAN CEMENT COMPANY, INC. AND SUBSIDIARY COMPANIES
                       VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995


<TABLE>
<CAPTION>
        COLUMN A                         COLUMN B                          COLUMN C                    COLUMN D          COLUMN E
===================================================================================================================================
                                                               ADDITIONS            ADDITIONS      DEDUCTIONS FROM  
                                        BALANCE AT            CHARGED TO             CHARGED      RESERVES WRITE-OFF    BALANCE AT
                                        BEGINNING              COST AND                TO          OF UNCOLLECTIBLE       END OF
        DESCRIPTION                      OF YEAR               EXPENSES               OTHER (1)        ACCOUNTS            YEAR
===================================================================================================================================
<S>                                   <C>                                            <C>              <C>              <C>
  Allowance for
doubtful accounts


      1993                            $1,203,501                                     $    1,492       $83,392          $1,121,601


      1994                            $1,121,601                                     $      948       $28,546          $1,094,003


      1995                            $1,094,003                                     $  505,013       $59,228          $1,539,788
</TABLE>

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

(1)  Additions, include $505,013 of ready mixers acquired in November 21, 1995.




                                     -26-
<PAGE>   26
                                                                     SCHEDULE IX

          PUERTO RICAN CEMENT COMPANY, INC. AND SUBSIDIARY COMPANIES
                              SHORT TERM BORROWING
              FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995


<TABLE>
<CAPTION>
=================================================================================================================================
                                                                                   OUTSTANDING DURING
                                                                                       THE PERIOD   
                                    BALANCE                WEIGHTED          -----------------------------      WEIGHTED AVERAGE
       CATEGORY                     AT END                 AVERAGE           MAXIMUM             AVERAGE          INTEREST RATE
     OF BORROWINGS                 OF PERIOD            INTEREST RATE(2)     AMOUNT             AMOUNT (1)      DURING THE PERIOD
=================================================================================================================================
<S>                               <C>                        <C>             <C>                 <C>                   <C> 
          1993                 
                               
Banks and other financial      
    institutions:              
Under line of credit                                                               None              None
                               
          1994                 
                               
Banks and other financial      
    institutions:              
Under line of credit              $2,420,000                 6.15%           $3,400,000          $424,000              5.69%
                               
          1995                 
                               
Banks and other financial      
    institutions:              
Under line of credit                                                         $2,175,000          $751,000              6.09%
</TABLE>

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

(1)  The average amount outstanding during the period was computed based on the
     actual daily balances outstanding during the year.
(2)  The weighted average interest rate during the period was computed based
     on the sum of the actual interest rates.



                                     -27-
<PAGE>   27
                                                                     SCHEDULE X
                       PUERTO RICAN CEMENT COMPANY, INC.
                            AND SUBSIDIARY COMPANIES
                  SUPPLEMENTARY INCOME STATEMENTS INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                ITEMS                                           1995         1994          1993
===================================================================================================
<S>                                                          <C>           <C>           <C>
Maintenance and repairs (1)                                  $4,021,524    $5,264,126    $3,683,584
                                                        
Depreciation and amortization of                        
  intangible assets, pre-operating                      
  costs and similar deferrals                                        (2)           (2)           (2)
                                                        
Taxes, other than payroll and                           
  income taxes:                                         
                                                        
    Excise taxes                                             $1,770,197    $1,698,615    $1,505,312
    Property taxes                                            2,985,342     2,886,411     3,222,074
    Other                                                        99,017       100,934       116,523
                                                             ----------    ----------    ----------
                                                             $4,854,556    $4,685,960    $4,843,909
                                                             ==========    ==========    ==========
                                                        
                                                        
Royalties                                                            (2)           (2)           (2)
                                                        
                                                        
Advertising costs                                                    (2)           (2)           (2)
</TABLE>                                                
                                                        
-----------------------------------

(1)  The amount of 1994,includes $2.3 million from a major overall maintenance
     and replacement work of worn interchangeable machinery parts mostly 
     related to  dry process equipment.  This kind of work is not recurrent
     on an annual basis but is expected to take place every three to five
     years.
(2)  Amount is not disclosed because it is lower than the minimum required for
     reporting in accordance with Rule 12-11 of Regulation S-X.




                                     -28-