Exhibit 4.14














	Exhibit 4.14










	FIRST AMENDMENT TO SHAREHOLDERS
AGREEMENT




	     FIRST AMENDMENT dated as of
      May 6, 2003 (this “Amendment”), by and among COMPAÑÍA
      INTERNACIONAL DE BEBIDAS, S.A. DE C.V., a sociedad anónima de capital
      variable organized under the laws of the United Mexican States (“CIB”),
      GRUPO INDUSTRIAL EMPREX, S.A. DE C.V., a sociedad anónima de capital
      variable organized under the laws of the United Mexican States (“Emprex”),
      THE COCA-COLA COMPANY, a Delaware corporation (“KO”), THE INMEX
      CORPORATION, a Florida corporation (“Inmex”), ATLANTIC INDUSTRIES,
      a Cayman Islands corporation (“AI”), DULUX CBAI 2003 B.V., a private
      company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
      incorporated under the laws of The Netherlands and an indirect wholly owned
      subsidiary of AI (“Dulux 1”), and DULUX CBEXINMX 2003 B.V., a
      private company with limited liability (besloten vennootschap met beperkte
      aansprakelijkheid) incorporated under the laws of The Netherlands and
      an indirect wholly owned subsidiary of Inmex (“Dulux 2”), to the
      Amended and Restated Shareholders Agreement dated as of July 6, 2002 (the
      “Shareholders Agreement”) by and among CIB, Emprex, KO and Inmex.




	     WHEREAS, CIB,
Emprex, KO and Inmex have entered into the Shareholders Agreement; and




	     WHEREAS, as a
result of the Agreement of Merger, dated as of December 22, 2002 among Coca-Cola  FEMSA,
S.A. de C.V. (the “Company”), Midtown Sub, Inc. and Panamerican Beverages, Inc.
and the transactions  contemplated therein, Dulux 1 and Dulux 2 hold, respectively,
174,943,682 and 129,101,996 ordinary restricted  shares of Series D Common Stock of the
Company, with a par value of P$1.00.




	     NOW THEREFORE, pursuant to
      the terms of the Shareholders Agreement and in accordance with Section 9.8
      thereof, the parties hereto agree to amend the Shareholders Agreement as
      follows: 





	     SECTION 1.  Definitions.
      Capitalized terms used herein and not otherwise defined shall have the meanings
      ascribed to such terms in the Shareholders Agreement.



	     SECTION 2.  Agreement
      to be Bound. (a) Each Party and each of AI, Dulux 1 and Dulux 2 agrees that,
      effective as of the date hereof, each of AI, Dulux 1 and Dulux 2 shall join
      the Shareholders Agreement (as amended hereby) as a Shareholder and shall
      be subject to all the terms and conditions thereof, and, from and after
      the date hereof, shall assume all responsibilities, duties, obligations
      and liabilities, and be entitled to all rights and privileges, of a holder
      of Series D Shares thereunder.




	     (b) AI agrees to
comply with all  agreements,  obligations and  duties under Sections 3.3,  3.4(b),
4.2(d),  5.1 and 5.3(g) of the Shareholders  Agreement  that are  applicable  to 





 
	 	
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	Inmex, and AI hereby agrees to all of the waivers set forth
      in Section 8.5 of the Shareholders Agreement; provided that these
      agreements and waivers by AI shall not relieve Inmex of any of its obligations
      under the Shareholders Agreement.





	SECTION 3.  Amendment. (a) Section 1 of the Shareholders
      Agreement is hereby amended as follows:



	     (i) The following
definition shall be included:




	     “‘AI’  shall
mean  Atlantic  Industries,  a  Cayman  Islands  corporation.”




	     (ii)  The
definition  of  “COC  Shareholder”  is  amended  by  deleting the definition in
its entirety and replacing such  definition  with the  following:




	 	“‘COC
Shareholder’ shall mean (i) with respect to a CIB Change  Of Control,  each of the CIB
Shareholders and each Shareholder  that was a CIB  Shareholder  immediately  prior to the
time of  such  CIB  Change  Of  Control,  (ii)  with  respect  to a CIB  Shareholder
Change Of Control, each Shareholder that ceased to  be  a  CIB  Shareholder  upon  the
occurrence  of  such  CIB  Shareholder  Change Of Control,  and (iii) with  respect to an
Inmex Change Of Control,  each of the Inmex  Shareholders  and  each  Shareholder  that
was an Inmex  Shareholder  immediately  prior to such Inmex Change Of Control and (iv)
with respect to  an Inmex Shareholder Change Of Control,  each Shareholder that  ceased
to be an Inmex  Shareholder upon the occurrence of such  Inmex Shareholder Change Of
Control.”




	     (iii) The
definition  of “Inmex Change Of Control” is amended  by deleting the
definition in its entirety and replacing such  definition  with  the following:




	 	“‘Inmex
Change  Of  Control’  shall  mean at any time when an  Inmex  Shareholder is a Majority
Owned  Subsidiary of KO or KO  is the legal  successor  of such Inmex  Shareholder,  a
Person  that is not approved by KO’s Board of  Directors  shall obtain  effective working
control of KO.”




	     (iv) The
definition  of “Inmex  Shareholder”  is  amended  by  deleting the definition
in its entirety and replacing such  definition  with the  following:




	 	“‘Inmex
Shareholder’ shall as of a particular time mean Inmex  (if  it  is  then  a
Shareholder),  AI  (if  it  is  then  a  Shareholder)  or  any  Shareholder  that  at
such  time  is a  Majority Owned Subsidiary of KO.”





 
	 	
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	     (v) The definition
of “Inmex Shareholder Change Of Control” is  amended by deleting the definition
in its entirety and replacing such definition  with the following:




	 	“‘Inmex
Shareholder  Change Of  Control’  with  respect to an  Inmex  Shareholder  shall mean
that (i) such Inmex Shareholder  shall cease to be a Majority  Owned  Subsidiary  of KO,
other  than in a  transaction  pursuant to which KO (or any  Majority  Owned  Subsidiary
of KO) becomes the legal  successor of such  Inmex  Shareholder;  or  (ii)  at  any  time
when  an  Inmex  Shareholder  is not a Majority  Owned  Subsidiary of KO, there  shall
occur a change in the then  existing  Managing  Control  over such Inmex
Shareholder.”




	     (b) Section
2.1(a) of the  Shareholders  Agreement  is hereby  amended and restated as follows:




	     “2.1.  Board of
      Directors.




	 	     (a) As provided in
      the Estatutos, the Company shall be governed by a Board of Directors
      which shall consist of not more than 18 members. The Estatutos provide
      that 11 directors of the Company (the “Series A Directors”), and
      any alternates therefor, shall be elected by the holders of Series A Shares,
      that four directors of the Company (the “Series D Directors”),
      and any alternates therefor, shall be elected by the holders of Series D
      Shares and that up to 3 directors of the Company, and any alternates therefor,
      shall be elected by the holders from time to time of Series L Shares. In
      addition, the Estatutos provide that any holder or group of holders
      of Shares that were not voted in favor of the directors of the Company elected
      by the holders of Series A Shares, Series D Shares or Series L Shares shall
      have the right to designate one director of the Company, and one alternate
      therefor, for each 10% of all issued, subscribed and paid Shares such holder’s
      or group’s Shares represent. Each Shareholder agrees that, if such
      Shareholder votes any Series A Shares or Series D Shares held by it in favor
      of any individual who is elected as a Series A Director or Series D Director
      at any general meeting, or related special meeting, of shareholders of the
      Company, such Shareholder shall vote all such Restricted Shares held by
      it in favor of such individual at such meetings.”




	     (c) Section
3.8(i) of the  Shareholders  Agreement  is hereby  amended and restated as follows:





 
	 	
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	 	     “3.8.  Provision
      of Certain Information. CIB, the CIB Shareholders, Inmex and the Inmex Shareholders
      agree that the Company shall provide each of them with the following:




	 	     (i)
such  information  and  calculations as to permit  each  of  them  to  meet  its
planning,  accounting,  tax and  regulatory  requirements  (including the U.S.  Foreign
Corrupt  Practices Act, if applicable,  and any similar  Mexican laws),  and shall
conduct its affairs in such manner as to permit each  of them to comply with such Act and
laws, it being  understood  that,  except to the extent required to permit each of them
to  comply with such tax and  regulatory  requirements  (including  the U.S. Foreign
Corrupt Practices Act, if applicable, and any  similar  Mexican  laws),  the Company
will not be required to  change its existing accounting practices;”




	     (d)  Sections
6.1(ii) and 6.1(iii) of the Shareholders Agreement are hereby amended and restated as
follows:





	 	     “(ii)
the  commencement by CIB, any CIB  Shareholder,  Inmex or any Inmex  Shareholder or, for
so long as Inmex or AI  shall be a Majority Owned  Subsidiary of KO or KO shall be the
legal  successor  of  Inmex  or  AI,  KO of a  proceeding  for  receivership, bankruptcy,
insolvency, dissolution, liquidation  or reorganization or any similar proceeding; or




	 	     (iii)
the  commencement  against  CIB,  any  CIB  Shareholder, Inmex or any Inmex Shareholder
or, for so long as  Inmex or AI shall be a Majority  Owned  Subsidiary of KO or KO  shall
be the  legal  successor  of  Inmex  or  AI,  KO of any  proceeding  specified  in clause
(ii) of this Section 6.1, and  such  proceeding has resulted in the entry of an order for
any  relief which shall not have been vacated,  discharged,  stayed  or  bonded  pending
appeal  within  60 days  from  the  entry  thereof.”






	     (e) Section 8.3 of the Shareholders
      Agreement is hereby amended and restated as follows: 



	 	     “8.3.  Obligations
      of the Inmex Shareholders. Inmex hereby guarantees, absolutely, irrevocably
      and unconditionally, to CIB and the CIB Shareholders, their successors and
      assigns, the full and prompt performance and observance of all of the covenants,
      agreements and obligations of each of the Majority Owned Subsidiaries of
      Inmex under this Agreement and the 






 
	 	
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	 	Estatutos. AI hereby guarantees, absolutely,
      irrevocably and unconditionally, to CIB and the CIB Shareholders, their
      successors and assigns, the full and prompt performance and observance of
      all of the covenants, agreements and obligations of each of the Majority
      Owned Subsidiaries of AI under this Agreement and the Estatutos.”




	     (f) Section 8.4 of
the  Shareholders  Agreement  is hereby  amended and  restated as follows:




	 	     “8.4.  Obligations
      of Inmex. KO hereby guarantees, absolutely, irrevocably and unconditionally,
      to CIB and the CIB Shareholders, their successors and assigns, the full
      and prompt performance and observance of all of the covenants, agreements
      and obligations of Inmex and AI under this Agreement, including any covenants,
      agreements and obligations contained in Section 8.3 hereof, the Stock Subscription
      Agreement and the Estatutos (the “KO Guarantee”). In the
      event KO delivers to CIB one or more guarantee agreements executed by a
      Person that is and remains a record holder of shares of common stock of
      Inmex and/or AI (each, a “Designated Guarantor”) in favor of CIB
      and the CIB Shareholders, in form and substance satisfactory to CIB, and
      provided that each such Designated Guarantor’s net worth shall exceed
      US$200,000,000 at the time of delivery thereof, then the KO Guarantee shall
      be the several, but not joint, obligation of KO and any such Designated
      Guarantors, in such proportions as shall be set forth in such guarantee
      agreements; provided, however, that in the event (i) a Designated Guarantor’s
      net worth shall not exceed US$200,000,000 at the time any obligation on
      the part of a guarantor arises pursuant to the KO Guarantee or at any time
      thereafter until such obligation is satisfied in full, (ii) a Designated
      Guarantor shall commence a proceeding for receivership, bankruptcy, insolvency,
      dissolution, liquidation or reorganization or any similar proceeding or
      (iii) any proceeding specified in clause (ii) of this proviso shall be commenced
      against a Designated Guarantor, and such proceeding has resulted in the
      entry of an order for any relief which shall not have been vacated, discharged,
      stayed or bonded pending appeal within 60 days from the entry thereof, then
      in any such case any portion of the KO Guarantee set forth in such Designated
      Guarantor’s guarantee agreement as being the several obligation of
      such Designated Guarantor shall be the guarantee obligation of KO as if
      no such guarantee agreement had been delivered; and provided, further, that
      in no case shall such 





 
	 	
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	 	proportionate
guarantees of KO or the  Designated  Guarantors, taken as a whole, constitute less than
100% of the  KO Guarantee on a several basis; and provided, further, that,  subject to
Sections  4.2(d),  5.3(f) and 6.2(e) hereof,  in no  event  shall  KO be  obligated
under  this  Section  8.4 with  respect to the  performance or  observance,  after Inmex
or AI  shall have ceased to be a Majority Owned  Subsidiary of KO, of  any  covenant,
agreement or obligation of Inmex or AI, as the  case may be; and provided,  further, that
for so long as Inmex  or AI  shall  be a  Majority  Owned  Subsidiary  of  KO,  KO’s
proportionate  obligation  with  respect  to the KO  Guarantee  shall  not  be  less
than  its  direct  percentage  ownership  interest,  if any,  in  Inmex or AI,  as the
case may be;  and  provided, further, that in no event shall there be more than 3
Designated Guarantors at any one time.”




	     (g) The
references in Sections  5.3(g) and 6.2(e) of the  Shareholders  Agreement to “the
Inmex  guarantee  pursuant to Section 8.3” shall be understood  to refer to the
guarantees  of Inmex  and AI  pursuant  to  Section  8.3 of the  Shareholders Agreement.




	     SECTION 4.   Representations.
      Each of AI, Dulux 1 and Dulux 2 hereby represents to each of the other Parties
      and to the Company as follows:




	     (a) Shareholders
Agreement and Estatutos.  Each such party has  received a copy of, and has carefully
read, the  Shareholders  Agreement and the  Estatutos.  In particular and without
limiting the  foregoing,  each such party  acknowledges  that by  delivering  this
Amendment,  it will become bound by the  provisions  of Section 9.5 of the  Shareholders
Agreement,  and that service of  legal  process  thereunder  shall  be  deemed  in  every
respect  effective  if  personally  served at the address for notice to KO or Inmex set
forth in Section  9.3 of the Shareholders Agreement.




	     (b)  Corporate
Organization.  AI  is  a  corporation  duly  organized,  validly  existing  and  in  good
standing  under  the  laws  of the  jurisdiction  of its  incorporation,  and  each  of
Dulux  1 and  Dulux  2 is a  corporation  duly  incorporated  and  validly  existing
under  the  laws of The  Netherlands. Each such party has all requisite power to execute
and deliver this  Amendment,  to perform  its  obligations  hereunder  and under the
Shareholders  Agreement and to consummate the transactions contemplated hereby and
thereby.




	     (c)
Authorization.  The  execution  and  delivery  of  this  Amendment by each such party and
the performance  and  consummation by it of the  transactions  contemplated  hereby and
by the  Shareholders  Agreement have been  duly authorized by all required action on the
part of such party. This Amendment  has been duly  executed  and  delivered  by each such
party,  and,  assuming due  authorization,  execution and delivery of this  Amendment
and the  Shareholders  Agreement  by the other  parties  hereto and  thereto,  this
Amendment  and the  Shareholders Agreement constitute the valid and binding obligations
of each such  party,  enforceable  against it 







 
	 	
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	in  accordance  with their  terms,  in each case
subject to applicable  bankruptcy,  insolvency,  reorganization,  moratorium and  other
laws affecting the rights of creditors generally.




	     (d) No Conflict.
The execution and delivery by each such party  of this  Amendment,  the  consummation  by
it of the  transactions  contemplated  hereby and by the  Shareholders  Agreement and the
fulfillment of and compliance  with the terms and conditions  hereof and thereof do not
and will not violate or  conflict with its governing  instruments or any law or
regulation,  judicial or  governmental  order,  judgment  or  ruling,  or result in the
breach,  default,  modification  or  alteration  of any  term in any  contract,  license
or  other  instrument, to which it or any of its property is subject or bound.




	     (e)  Pending
Litigation.  No suit,  investigation,  action or  other proceeding is pending, or to the
knowledge of each such party, threatened,  against  such  party  before any court or
governmental  agency  restraining  or  prohibiting such party from consummating the
transactions contemplated hereby or  by the Shareholders  Agreement or which could result
in the obtaining of damages  from such party in  connection  therewith.  SECTION  5. Full
Force and  Effect.  Except as expressly amended hereby, the Shareholders Agreement shall
continue in  full  force and effect in  accordance  with the  provisions  thereof on the
date  hereof.  SECTION 6. Counterparts.  This Amendment may be executed in two or more
counterparts, each of which when executed shall be deemed an original but all of  which
taken together shall constitute one and the same agreement.





	     SECTION 5.  Full Force
      and Effect. Except as expressly amended hereby, the Shareholders Agreement
      shall continue in full force and effect in accordance with the provisions
      thereof on the date hereof. SECTION 6. Counterparts. This Amendment may
      be executed in two or more counterparts, each of which when executed shall
      be deemed an original but all of which taken together shall constitute one
      and the same agreement.




	      SECTION 6.  Counterparts.
      This Amendment may be executed in two or more counterparts, each of which
      when executed shall be deemed an original but all of which taken together
      shall constitute one and the same agreement.



	     SECTION 7.  Captions.
      The Section headings contained in this Amendment are inserted in this Amendment
      only as a matter of convenience and for reference and in no way define,
      limit, extend or describe the scope of this Amendment or the intent of any
      provision of this Amendment.




	     SECTION 8.  Governing
      Law. This Amendment will be governed by and construed and enforced in accordance
      with the laws of Mexico. 





	     SECTION 9.  Further Assurances.
      Each Party hereto agrees, at its own expense, to perform all such further
      acts and execute and deliver all such further agreements, instruments and
      other documents as another Party shall reasonably request to evidence more
      effectively the assignments and assumptions made by the Parties under this
      Amendment.




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	     IN WITNESS
WHEREOF, the undersigned have caused this Amendment  to be executed as of the date first
written above by their  respective  officers  thereunto duly authorized.





	  	COMPAÑÍA
      INTERNACIONAL DE 

      BEBIDAS, S.A. DE C.V.
	 	 
	 	By: /s/  Carlos
      Aldrete Ancira
	 	Name:  Carlos
      Aldrete Ancira 

      Title:    Attorney-in-fact
	 	 
	 	GRUPO INDUSTRIAL
      EMPREX, S.A. DE C.V.
	 	 
	 	By: /s/  Carlos
      Aldrete Ancira 
	 	Name:  Carlos
      Aldrete Ancira 

      Title:    Attorney-in-fact



 
	 	
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	  	THE COCA-COLA COMPANY
	 	 
	 	By: /s/  David
      M. Taggart
	 	Name:  David
      M. Taggart 

      Title:    Vice President and Treasurer
	 	 
	 	THE INMEX CORPORATION
	 	 
	 	By: /s/  David
      M. Taggart
	 	Name:  David
      M. Taggart 

      Title:    Treasurer
	 	 
	 	ATLANTIC INDUSTRIES
	 	 
	 	By: /s/  Steve
      M. Whaley
	 	Name:  Steve
      M. Whaley 

      Title:    Director and Vice President
	 	 
	 	DULUX CBAI 2003
      B.V.
	 	 
	 	By: /s/  Steve
      M. Whaley
	 	Name:  Steve
      M. Whaley 

      Title:    Director
	 	 
	 	DULUX CBEXINMX 2003
      B.V.
	 	 
	 	By: /s/  Steve
      M. Whaley
	 	Name:  Steve
      M. Whaley 

      Title:    Director



 
	 	
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