EXHIBIT 10.1


                         AMENDMENT NO. 2 dated as of March 27, 2000 (this
                    "Amendment"), to the Credit Agreement dated as of March
                    18, 1999 as amended by Amendment No. 1 dated as of August
                    30, 1999 (as may be further amended, supplemented or
                    modified from time to time, the "Credit Agreement"), among
                    Panamerican Beverages, Inc., a Panamanian corporation (the
                    "Borrower"), the lenders named therein (the "Lenders"),
                    ING Baring (U.S.) Capital LLC, as administrative agent (in
                    such capacity, the "Administrative Agent") for the
                    Lenders, J.P. Morgan Securities Inc. as syndication agent
                    (the "Syndication Agent") for the Lenders, and Bank Boston
                    N.A., as documentation agent (the "Documentation Agent")
                    for the Lenders.


          A. Pursuant to the Credit Agreement, the Lenders have extended
credit to the Borrower, and have agreed to extend credit to the Borrower, in
each case pursuant to the terms and subject to the conditions set forth
therein.

          B. The Borrower has requested that, pursuant to Section 8.01 of the
Credit Agreement, the Required Lenders agree to amend certain provisions of
the Credit Agreement as provided herein.

          C. The Required Lenders are willing so to amend the Credit Agreement
pursuant to the terms and subject to the conditions set forth herein.

          D. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.

          Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. Amendments. (a) Section 5.04(a) of the Credit Agreement
is hereby amended as follows:

          Interest Coverage Ratio. Maintain an Interest Coverage Ratio
(calculated as of the last day of each fiscal quarter or year, as reflected in
the quarterly or annual financial statements for such quarter or year, for the
twelve-month period ending on the relevant date of determination) of not less
than 2.75 to 1.

          (b) Section 5.04(b) of the Credit Agreement is hereby amended as
follows:

          Debt to EBITDA Ratio. Maintain a ratio of Consolidated Debt to
Consolidated EBITDA (calculated as of the last day of each fiscal quarter or
year hereinafter indicated, as reflected in the quarterly or annual financial
statements for such fiscal quarter or year, for the twelve-month period ending
on the relevant date of determination) of not more than (i) 3.25 to 1 through
the fourth quarter of 2000 and (ii) 3.0 to 1 thereafter.

          (c) Section 5.04(c) of the Credit Agreement is hereby amended by
replacing the reference to U.S.$1,750,000,000 with U.S.$1,500,000,000.

          SECTION 2. Representations and Warranties. The Borrower represents
and warrants to the Administrative Agent, to the Syndication Agent, the
Documentation Agent and to each of the Lenders that:


<PAGE>


               (a) This Amendment has been duly authorized, executed and
          delivered by the Borrower and constitutes its legal, valid and
          binding obligation, enforceable in accordance with its terms except
          as such enforceability may be limited by bankruptcy, insolvency,
          reorganization, moratorium or other similar laws affecting
          creditors' rights generally and by general principles of equity
          (regardless of whether such enforceability is considered in a
          proceeding at law or in equity).

               (b) Before and after giving effect to this Amendment, the
          representations and warranties set forth in Article IV of the Credit
          Agreement are true and correct in all material respects with the
          same effect as if made on the date hereof, except to the extent such
          representations and warranties expressly relate to an earlier date.

               (c) Before and after giving effect to this Amendment No. 2, no
          Event of Default or Default has occurred and is continuing.

          SECTION 3. Conditions to Effectiveness. This Amendment No. 2 shall
become effective when the Administrative Agent shall have received
counterparts of this Amendment No. 2 that, when taken together, bear the
signatures of the Borrower and the Required Lenders.

          SECTION 4. Credit Agreement. Except as specifically amended hereby,
the Credit Agreement shall continue in full force and effect in accordance
with the provisions thereof as in existence on the date hereof. After the date
hereof, any reference to the Credit Agreement shall mean the Credit Agreement
as amended hereby.

          SECTION 5. Loan Document. This Amendment No. 2 shall be a Loan
Document for all purposes.

          SECTION 6. Effective Time. This Amendment No. 2 shall be effective
as of December 31, 1999.

          SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 8. Counterparts. This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a
signature page of this Amendment by telecopy shall be effective as delivery of
a manually executed counterpart of this Amendment.

          SECTION 9. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Mayer,
Brown & Platt, counsel for the Administrative Agent.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and
year first written above.



<PAGE>




                                        PANAMERICAN BEVERAGES, INC.,

                                        by
                                          -------------------------------------
                                              Name:
                                              Title:


                                        ING BARING (U.S.) CAPITAL LLC,
                                        individually and as
                                        Administrative Agent,

                                        by
                                          -------------------------------------
                                             Name:
                                             Title:


                                        J.P. MORGAN SECURITIES INC.,
                                        as Syndication Agent,

                                        by
                                          -------------------------------------
                                             Name:
                                             Title:


                                        BANK BOSTON N.A.,
                                        individually and as Documentation Agent,

                                        by
                                          -------------------------------------
                                             Name:
                                             Title:


<PAGE>






                                                             SIGNATURE PAGE TO
                                                               AMENDMENT NO. 2
                                                                   DATED AS OF
                                                                March 27, 2000





 To Approve the Amendment:




Name of Institution                  Monumental Life Insurance Company

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  BancBoston Robertson Stephens, Inc.

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  Banco Bilbao Vizcaya Argentaria S.A.

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  The Chase Manhattan Bank

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  Dresdner Bank Luxembourg S.A.

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


<PAGE>


Name of Institution                  Dresdner Bank Lateinamerika AG,
                                     Panama Branch

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  ING BANK N.V., acting through its Curacao
                                     Branch

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  Comerica Bank

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  General Electric Capital Corporation

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  Banque Nationale de Paris,
                                     Panama Branch

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  Westdeutsche Landesbank Girozentrale,
                                     New York Branch

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


<PAGE>




Name of Institution                  Landesbank Schleswig-Holstein Girozentrale

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  Allstate Life Insurance Company

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  Allstate Insurance Company

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  Citibank Mexico S.A.

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  Kredietbank S.A. Luxembourgeoise

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


Name of Institution                  Hamburgische Landesbank Girozentrale

                                     by

                                       -------------------------------------
                                       Name:
                                       Title:


<PAGE>



                                    Title:


Name of Institution                  Cooperatieve Centrale Raiffeisen-
                                     Boerenleenbank B.A.,
                                     "Rabobank Nederland", New York Branch

                                     by

                                       -------------------------------------
                                       Name:
                                       Title: