Exhibit 10.56


                           PANAMERICAN BEVERAGES, INC.

                             STOCK OPTION AGREEMENT


1.   GRANT OF OPTION.

     1.1 OPTION. Panamerican Beverages, Inc., a Panamanian corporation (together
with its  successors  and assigns,  the  "Company")  hereby grants to William G.
Cooling (the "Optionee"),  as of November 10, 2000 (the "Grant Date"), an option
to purchase an aggregate of 350,000 shares (the "Shares") of the Company's Class
A Common Stock,  par value of $.01 per Share, at a price of $14.25 per Share, in
accordance with the terms and conditions set forth in this Agreement.

     1.2 EMPLOYMENT AGREEMENT AND DEFINED TERMS. This option is granted pursuant
to the Employment  Agreement  dated as of October 6, 2000,  between the Optionee
and the Company (the "Employment  Agreement").  Capitalized terms not defined in
this  Agreement  shall  have the  meanings  ascribed  to them in the  Employment
Agreement.  In the  event  of any  conflict  between  any  of the  terms  of the
Employment  Agreement and any of the terms of this Agreement,  the terms of this
Agreement shall control.

     1.3 VESTING.  This option shall be fully  vested,  fully  exercisable,  and
wholly nonforfeitable  ("Vested") as to 50% of the Shares (i.e., 175,000 Shares)
as of the Grant Date. This option shall become Vested as to all remaining Shares
on the  earliest to occur of (a)  November  10,  2001,  (b) the first  Change in
Control  that  occurs  after the  Grant  Date and (c) the  appointment  of a new
full-time Chief Executive  Officer for the Company.  Upon (i) any termination of
the Optionee's  employment under the Employment  Agreement for Cause (as defined
in, and determined in accordance  with, the Employment  Agreement)  prior to the
first Change in Control  that occurs after the Grant Date or (ii) any  Voluntary
Termination  prior to the  earlier  to occur of (x) the first  Change in Control
that  occurs  after the Grant Date and (y) the  appointment  of a new  full-time
Chief Executive  Officer for the Company,  this option shall expire with respect
to any Shares as to which it is not Vested as of the Termination Date.

2.   EXERCISE PROCEDURES.

     2.1 METHOD OF EXERCISE. This option may be exercised from time to time with
respect to any Shares for which it is then Vested by delivery of written  notice
of exercise to the Company from (x) the Optionee,  (y) any Permitted  Transferee
(as defined in Section 5(b)) or (z) any authorized  representative of any of the
foregoing. Such notice shall specify the total number of Shares to be purchased;
shall be accompanied by payment in full (or an arrangement for


                                       1


<PAGE>


payment  in full) of the  aggregate  purchase  price  for  such  Shares  in
accordance  with Section 3; and may be in the form attached  hereto as Exhibit A
(or any successor to such form).  Such exercise shall be effective upon delivery
to the Company of such written  notice  together  with the required  payment (or
arrangement  for  payment).  This option may be exercised for less than the full
number of Shares for which the option is then exercisable, provided that no such
exercise may be for any fractional share. In the event that this option is being
exercised by (a) any Permitted  Transferee or (b) any authorized  representative
of the Optionee or of a Permitted Transferee, the notice shall be accompanied by
proof  (reasonably  satisfactory  to the Company) of the right of such Permitted
Transferee or representative to exercise this option.

     2.2  DELIVERY  OF SHARES.  The  Company  shall,  upon notice of exercise in
accordance  with  Section 2.1 and payment in  accordance  with  Section 3 of the
aggregate  purchase  price  for the  number  of Shares  purchased,  make  prompt
delivery of such Shares to the Optionee (or  Permitted  Transferee or authorized
representative, if applicable) and pay all original issue and transfer taxes and
all other fees and expenses incident to such delivery. The Company shall deliver
cash in lieu of any fractional Share. The Company shall at all times reserve, or
otherwise have  available,  a number of fully  registered  Shares  sufficient to
provide for the exercise in full of this option.  All securities  delivered upon
any exercise of this option shall be (a) duly authorized,  validly issued, fully
paid and  nonassessable,  (b) fully registered or otherwise  qualified for sale,
and for resale, under all applicable state and Federal securities laws (e.g., on
SEC Form S-3) to the extent that other  securities  of the same class  issued by
the Company are then so  registered  or  qualified  and (c) listed or  otherwise
qualified for trading on any national securities exchange or national securities
market on which  securities  of the same class issued by the Company are then so
listed or qualified.

     2.3 TAX WITHHOLDING. The Company's obligation to deliver securities upon an
exercise of this option shall be subject to the Optionee's  satisfaction  of all
applicable  Federal,  state  and local tax  withholding  requirements  (the "Tax
Obligations").  The  Optionee may satisfy any Tax  Obligation  (i) in any of the
manners provided in Section 3 below for payment of the aggregate purchase price,
(ii) solely with respect to minimum  statutory tax withholding  obligations,  by
authorizing the Company to withhold  securities issued by the Company that would
otherwise be delivered to the Optionee upon such exercise,  with such securities
valued at their  Fair  Market  Value on the date of  exercise,  (iii)  through a
full-recourse,  interest-bearing promissory note in favor of the Company on such
terms and  conditions as the Company may  reasonably  establish,  or (iv) by any
combination of (i), (ii) and (iii). For purposes of this Agreement, "Fair Market
Value",  when used in respect of a security as of a specified  date,  shall mean
the closing price of such security on the principal national securities exchange
or  national  market  system  on which  such  security  is then  traded,  at the
conclusion of regular trading on the first trading day immediately preceding the
date in question,  or, if there shall be no reported

                                       2

<PAGE>


transaction on such day, at the  conclusion of regular  trading on the next
preceding  trading day for which a transaction  was  reported;  provided that if
such security is not then listed or traded on any national  securities  exchange
or national  market  system,  Fair Market Value of such security shall mean fair
market  value as of the date in question as  determined  reasonably  and in good
faith by the Company,  without discount for lack of liquidity,  lack of control,
minority status, contractual restrictions, and similar factors.

3.   PAYMENT FOR SHARES.

     3.1 Method of Payment.  Payment of the aggregate  purchase price for Shares
purchased  upon an  exercise  of this  option may be made (a) by delivery to the
Company of cash, a wire  transfer of funds,  or a check  payable to the order of
the Company in an amount  equal to the  purchase  price of such  Shares,  (b) by
delivery to the Company of  securities  issued by the Company  then owned by the
Optionee (or Permitted Transferee, if applicable) for at least six months having
an  aggregate  Fair Market  Value on the date of delivery  equal to the purchase
price of such Shares, (c) through reasonable  cashless exercise  procedures that
are from time to time  established  by the Company and that afford the  Optionee
(or Permitted  Transferee,  if applicable) the  opportunity to sell  immediately
some or all of the Shares  underlying  the  exercised  portion of this option in
order to generate sufficient cash to pay the option purchase price or (d) in any
other  fashion that is  reasonably  acceptable  to the  Company,  such as by any
combination of (a) through (c).

     3.2  Delivery of  Tendered  Securities.  Payment by delivery of  securities
issued  by  the  Company  may be  effected  by  delivering  one  or  more  stock
certificates or by otherwise  delivering  securities to the Company's reasonable
satisfaction (including,  without limitation, through an "attestation" procedure
that is reasonably  acceptable to the Company), in each case accompanied by such
endorsements,   stock  powers,   signature  guarantees  or  other  documents  or
assurances  as may  reasonably be required by the Company.  If a certificate  or
certificates  or other  documentation  representing  securities in excess of the
amount required are delivered,  a certificate (or other satisfactory evidence of
ownership) representing the excess number of securities shall be returned by the
Company.

                                       3

<PAGE>


4. TERM AND  EXPIRATION.  This option shall remain  exercisable as to any Shares
for which it has become  Vested  until the earlier of (a)  November 10, 2004 and
(b) the ninetieth  (90th) day following (i) any  termination  of the  Optionee's
employment  under  the  Employment  Agreement  for  Cause (as  defined  in,  and
determined in accordance  with, the Employment  Agreement) or (ii) any Voluntary
Termination  prior to the earliest to occur of (x)  November  10, 2001,  (y) any
Change in Control that occurs after the Grant Date and (z) the  appointment of a
new full-time Chief Executive Officer for the Company, at which time this option
shall expire.

5. TRANSFER RESTRICTIONS.

     5.1 Except to the extent otherwise provided in Section 5.2, this option may
not be sold,  pledged or otherwise  transferred  (whether by operation of law or
otherwise  and  whether  in whole or in part) and any  attempt to do so shall be
null and  void.  This  option  shall not be  subject  to sale  under  execution,
attachment, levy or similar process.

     5.2 This option may be transferred,  in whole or in part, (a)  gratuitously
to any "family member" of the Optionee as the term "family member" is defined as
of the Grant Date in Section A(1)(a)(5) of the General  Instructions to SEC Form
S-8,  (b) by the  Optionee  in any  transfer  described  in clause  (ii) of such
Section,  (c) by  will or (d) by the  laws  of  descent  and  distribution  (any
recipient of any such transfer  being a "Permitted  Transferee").  Any Permitted
Transferee  shall succeed to all of the rights and  obligations  of the Optionee
under this  Agreement  with respect to the portion of the option  transferred to
such Permitted Transferee.

6.   ADJUSTMENTS.

     6.1 In the event of the  occurrence,  on or after the  Grant  Date,  of any
merger, consolidation, combination, reorganization,  recapitalization, spin-off,
split-up, exchange of securities,  liquidation,  dissolution, share split, share
dividend,  other  distribution  of  securities  or other  property in respect of
Shares or other securities  (other than ordinary  recurring cash dividends),  or
other change in corporate  structure or  capitalization  affecting the rights or
value of the securities then subject to this option,  appropriate  adjustment(s)
shall  promptly be made in the number and/or kind of securities  subject to this
option and/or in the exercise price and/or in other terms and conditions of this
option, and/or appropriate  provision(s) shall promptly be made for supplemental
payments of cash,  securities and/or other property,  so as to avoid dilution or
enlargement  of the rights of the Optionee and of the economic  opportunity  and
value  represented by this option.  If any  transaction or event occurs that may
require an adjustment  pursuant to this Section 6.1, the Company shall  promptly
deliver to the Optionee a notice that (a) describes in reasonable detail (x) the
substance of such  transaction or event and (y) the method by which the required
adjustment (if any) was  calculated or otherwise  determined (or the reasons why
no adjustment was required) and (b) specifies the adjustment (if any) made.

                                       4

<PAGE>


     6.2 In the event  that  holders  of  securities  of any class  that is then
subject to this option receive cash,  securities or other property in respect of
such securities in connection with a Change in Control transaction,  the Company
shall  use its best  efforts  to  enable  the  Optionee,  if he so  elects,  (or
Permitted Transferee,  if applicable) to exercise this option at a time and in a
fashion  that will entitle him to receive in exchange  for any  securities  thus
acquired  the same  consideration  as is  received  in such  Change  in  Control
transaction by other holders of securities of that class.

7.   THE OPTIONEE'S REPRESENTATIONS.  The Optionee represents  and  warrants  to
the Company as follows:

     7.1 The Optionee is aware of the Company's  business  affairs and financial
condition and has acquired sufficient  information about the Company to reach an
informed and knowledgeable decision to acquire the Shares.

     7.2 The  Optionee  has been  furnished  with,  and has had access to,  such
information  as he considers  necessary or appropriate  for deciding  whether to
invest in the Shares,  and the Optionee has had an  opportunity to ask questions
and receive  answers from the Company  regarding the terms and conditions of the
issuance of the Shares.

     7.3 The Optionee has not relied on any statements or representations of the
Company or any of its agents concerning the Federal, state, local or foreign tax
consequences  of the  transactions  contemplated  by the  Agreement  (including,
without limitation, the grant, Vesting or exercise of this option or the sale of
Shares or other securities  delivered by the Company pursuant to any exercise of
this option) and  acknowledges  that the Company has not undertaken to structure
any aspect of such  transactions so as to assure reduction or elimination of the
Optionee's or any Permitted Transferee's tax liabilities.

8.   MISCELLANEOUS PROVISIONS.

     8.1 Neither the Optionee  (nor any  Permitted  Transferee,  if  applicable)
shall have any rights as a  stockholder  with  respect to any Shares  subject to
this option until the Optionee (or  Permitted  Transferee,  if  applicable)  has
become entitled to receive such Shares by exercise in accordance with Sections 2
through 4.

     8.2 Any claim or dispute arising out of or relating to this Agreement shall
be  resolved  by  binding  arbitration  in  accordance  with  Section  13 of the
Employment Agreement.

     8.3 All notices and other  communications  relating to this Agreement shall
be given as provided in Section 14 of the Employment Agreement.

                                       5

<PAGE>


     8.4 Each  Party  shall,  subject  to the  satisfaction  of such  reasonable
conditions as such Party may reasonably establish, promptly take any action that
the other Party  reasonably  requests and that is necessary  to  accomplish  the
purposes of this Agreement.

     8.5 When a specified  consequence (e.g., Vesting or expiration) is required
under this Agreement to occur on a specified day or date, the Parties agree that
such consequence shall be deemed to occur at 11:59 p.m. (Miami time) on such day
or date.

     8.6 Sections 9, 11(b),  12(a),  15(a), 15(b), 15(c), 15(d) (second sentence
only),  15(e),  15(g)  and  15(h) of the  Employment  Agreement  shall be deemed
incorporated  herein in full, with references  therein to the "Executive"  being
deemed to be  references  to the  Optionee  (and/or  Permitted  Transferees,  if
applicable)  and with references  therein to the "Agreement"  being deemed to be
references to this Agreement.



PANAMERICAN BEVERAGES, INC.               WILLIAM G. COOLING:

By: ----------------------                -------------------------
                                          (Signature)
Name:

Title:


                                       6

<PAGE>


                                                                       EXHIBIT A

                           PANAMERICAN BEVERAGES, INC.

                       Notice of Exercise of Stock Option


Attn:                                           Tel.
                                                Fax.
Panamerican Beverages, Inc.



I hereby elect to purchase  (enter whole number)  shares of Class A Common Stock
of  Panamerican  Beverages,  Inc.  in exercise  of the stock  option  granted to
William A. Cooling  pursuant to the Stock Option  Agreement  between Mr. Cooling
and Panamerican Beverages,  Inc. dated as of November 10, 2000 (the "Agreement")
at the option exercise price of $14.25 per share.

AUTHORIZED  PERSON.  I  certify  that I am the  person  to whom the  option  was
granted, or the guardian or legal representative of such person, or a person (or
an authorized representative of a person) who has acquired the right to exercise
this option in  accordance  with  Section  5.2 of the  Agreement  (a  "Permitted
Transferee"). I am (select one):

___ the OPTIONEE.

___ an HEIR OR DEVISEE OF THE OPTIONEE.   I have  attached  proof of my right to
    exercise the option.

___ a PERMITTED  TRANSFEREE OF THE OPTION.  I have attached proof of my right to
    exercise the option.

___ AN AUTHORIZED  REPRESENTATIVE OF ONE OF THE FOREGOING. I have attached proof
    of my right to exercise the option.



PURCHASE  PRICE.  I am paying the purchase  price in the following  form (select
one):

___ CASH.  I have  attached a check,  bank draft or money order  (payable to the
    order of Panamerican Beverages, Inc.) for the full purchase price.

___ WIRE. I have wired the full purchase price to the Company's account.


                                       7

<PAGE>

___  STOCK. I have attached  certificates  representing shares of Class A Common
     Stock of Panamerican Beverages, Inc. (the "Stock") (endorsed in blank) with
     a Fair  Market  Value  (as  defined  in the  Agreement)  equal  to the full
     purchase  price.  By signing  below,  I certify  that I am the owner of (or
     authorized  representative  of the owner of) the attached shares,  free and
     clear  of  all  liens,   security   interests  and  other  restrictions  or
     encumbrances,  and that I (or the owner)  have owned the Stock for at least
     six (6) months.

___  CASH  THROUGH  A  BROKER.  The full  purchase  price  will be  remitted  to
     Panamerican  Beverages,  Inc.  on my behalf by my  broker,  (enter  name of
     brokerage firm).

___  ANOTHER METHOD APPROVED BY THE COMPANY.

___  A COMBINATION OF THE FOREGOING.



Stock certificates(s) for the shares purchased will be delivered to you as soon
as practicable after this Notice is received and the associated Tax Obligations
(as defined in the Agreement) have been satisfied.



--------------------                            ---------------------------
Date                                            Signature


                                       8