==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  ----------
                                   FORM 10-Q
                                  ----------

             X    Quarterly Report pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                                      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 33-69832


                       ALL-AMERICAN BOTTLING CORPORATION
                            BROWNE BOTTLING COMPANY
            (Exact name of registrant as specified in its charter)

      Delaware                                  73-1317652
(State or other jurisdiction                    73-1311569
of incorporation or organization)      (IRS Employer Identification No.)

                               Colcord Building
                         15 North Robinson, Suite 1201
                         Oklahoma City, Oklahoma 73102
                    (Address of Principal Executive Office)

                                (405) 232-1158
             (Registrant's telephone number, including area code)

                                     NONE
(Former  name,  former  address  and  former fiscal year, if changed since last
report)

      Indicate by check mark whether the registrant (1) has filed reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for each 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   .

      As of May 1, 1997 Browne Bottling Company had 192,244 shares of common
stock outstanding for which there is no public market; and All-American
Bottling Corporation had 100,000 shares of common stock outstanding, all of
which are held by Browne Bottling Company.
==============================================================================
<PAGE>
                       All-American Bottling Corporation
                            Browne Bottling Company

                                     INDEX


Part I  Financial Information

        Item 1.   Financial Statements

                  Consolidated Balance Sheets
                  as of March 31, 1997 and December 31, 1996
                  (unaudited)

                  Consolidated Statements of Operations
                  for the three months ended March 31, 1997
                  and 1996 (unaudited)

                  Consolidated Statements of Changes in Stockholders'
                  Equity for the three months ended March 31, 1997
                  and for the year ended December 31, 1996 (unaudited)

                  Consolidated Statements of Cash Flows for the three
                  months ended March 31, 1997 and 1996 (unaudited)

                  Notes to Consolidated Financial Statements
                  (unaudited)

      Item 2.     Management's Discussion and Analysis
                  of Financial Condition and Results of Operations



Part II  Other Information

      Item 1.     Legal Proceedings

      Item 2.     Changes in Securities

      Item 3.     Defaults Upon Senior Securities

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

      Item 5.     Other Information

      Item 6.     Exhibits and Reports on Form 8-K
<PAGE>

PART I
ITEM 1. Financial Statements

BROWNE BOTTLING COMPANY

Consolidated Balance Sheets (in thousands)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                December 31,        March 31,
                                                       1996            1997
                                                -----------        -----------
                                                                   (unaudited)
<S>                                             <C>               <C>
ASSETS
Current assets:
  Trade accounts receivable                     $    10,208       $    10,212
  Franchise companies receivable                      1,564             1,485
  Other receivables                                   1,494             1,681
  Allowance for doubtful accounts                      (462)             (445)
  Inventories - ingredients and packaging             2,783             3,371
  Inventories - finished goods                        4,165             4,298
  Inventories - other                                   243               230
  Inventories - pallets at deposit value                261               247
  Prepaid expenses                                      399               488
  Deferred tax asset                                    492               492
                                                -----------       -----------
    Total current assets                             21,147            22,059
                                                -----------       -----------
Plant and equipment, at cost:
  Land                                                  828               828
  Buildings and improvements                          6,347             6,494
  Machinery and equipment                            10,903            10,954
  Vehicles                                            7,328             7,325
  Vending equipment                                   5,970             6,020
  Furniture and fixtures                                354               376
  Computer equipment                                  1,812             1,831
  Returnable containers                               2,338             2,338
                                                -----------       -----------
                                                     35,880            36,166
  Less - Accumulated depreciation                   (23,826)          (24,359)
                                                -----------       -----------
Net plant and equipment                              12,054            11,807
                                                -----------       -----------
Intangible assets:
  Franchises                                         37,443            37,443
  Goodwill                                           15,007            15,007
  Other intangibles                                   2,657             2,700
                                                -----------       -----------
                                                     55,107            55,150
  Less - Accumulated amortization                   (13,285)          (13,674)
                                                -----------       -----------
Net intangible assets                                41,822            41,476
                                                -----------       -----------
Other assets                                          1,211               842
                                                -----------       -----------
  Total assets                                  $    76,234       $    76,184
                                                ===========       ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

BROWNE BOTTLING COMPANY

Consolidated Balance Sheets (in thousands)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                December 31,         March 31,
                                                       1996              1997
                                                -----------       -----------
                                                                   (unaudited)
<S>                                             <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Bank overdraft                                $     1,554       $       657
  Current portion of long-term debt                  12,189            14,911
  Current portion of obligations under
    capital lease                                       167               159
  Current portion of deferred compensation
    and non-compete agreements                          106                90
  Trade accounts payable                              8,832             9,899
  Accrued compensation and payroll taxes              1,865             1,720
  Accrued interest payable                            2,020               765
  Accrued insurance reserves                          1,059               999
  Accrued pension liability                             130               146
  Other liabilities                                   2,486             2,515
                                                -----------       -----------
  Total current liabilities                          30,408            31,861
                                                -----------       -----------
Long-term debt, net of current maturities            38,668            38,491
                                                -----------       -----------
Obligations under capital leases, net                   885               847
                                                -----------       -----------
Deferred compensation and non-compete
  agreements, net                                       984             1,032
                                                -----------       -----------
Other non-current liabilities                           839               797
                                                -----------       -----------
Deferred tax liability                               11,287            10,802
                                                -----------       -----------
Stock warrants                                          815               815
                                                -----------       -----------
Stockholders' equity (deficit):
  Preferred stock - Series B, $.01 par
   value, 1,000 shares authorized, issued
   and outstanding; (liquidation preference
   of $1,000 per share)                                   -                 -
  Common stock, $.01 par value, 220,295 shares
   authorized, 192,244 shares issued and
   outstanding                                            2                 2
  Common stock, non-voting, $.01 par value,
   5,263 shares authorized, none outstanding              -                 -
  Additional paid-in capital                         26,542            26,542
  Deficit                                           (34,196)          (35,005)
                                                -----------       -----------
  Total stockholders' deficit                        (7,652)           (8,461)
                                                -----------       -----------
  Total liabilities and stockholders' deficit   $    76,234       $    76,184
                                                ===========       ===========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

<PAGE>

BROWNE BOTTLING COMPANY

Unaudited Consolidated Statements of Operations  (in thousands except share and
per share amount)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  Three Months Ended March 31,
                                                       1996              1997
                                                -----------        -----------
<S>                                             <C>                <C>
Revenues, net of discounts and allowances
 ($14,488 and $11,990 in 1996 and 1997,
 respectively)                                  $    33,533        $   27,953
Cost of sales                                        22,286            17,639
                                                 ----------        ----------
Gross Profit                                         11,247            10,314

Operating expenses:
    Plant and occupancy                               1,543             1,263
    Loading and shipping                              1,029               778
    Transport                                           227               129
    Fleet service                                       185               158
    Selling and delivery                              6,173             5,040
    Vending and Fountain                                577               508
    Advertising                                         517               410
    General and administrative                        1,709             1,510
    Amortization of intangibles                         555               403
                                                -----------        ----------
Total operating expenses                             12,515            10,199
                                                -----------        ----------
Income (loss) from operations                        (1,268)              115

Gain (loss) on disposals                             (1,926)               12
Interest expense                                     (1,892)           (1,669)
Other income                                             14               277
                                                -----------        ----------
Loss before income tax benefit                       (5,072)           (1,265)

Income tax benefit                                    1,194               456
                                                -----------        ----------
Net loss                                        $    (3,878)      $      (809)
                                                ===========       ===========
Loss per common share and common share
  equivalent:
  Primary and fully diluted:

   Net loss                                     $    (20.17)      $     (4.21)
                                                ===========       ===========
 Weighted average common shares                     192,244           192,244
                                                ===========       ===========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

<PAGE>

BROWNE BOTTLING COMPANY

Consolidated Statements of Changes in Stockholders'  Equity  (Deficit) (dollars
in thousands)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              Preferred                       Additional Retained
                              Shares,     Common    Stock     Paid-in    Earnings
                              Series B    Shares    Amount    Capital    (Deficit)    Total
                              ---------   -------   ------    ---------  ---------    ---------
<S>                           <C>         <C>       <C>        <C>       <C>          <C>
Balance, December 31, 1995      1,000     192,244   $   2      $26,542   $(28,948)    $(2,404)
Net loss                                                                   (5,248)     (5,248)

                              ---------   -------   ------    ---------  ---------    ---------
Balance, December 31, 1996      1,000     192,244       2       26,542    (34,196)     (7,652)
                              ---------   -------   ------    ---------  ---------    ---------

Net loss (unaudited)                                                         (809)       (809)
                              ---------   -------   ------    ---------  ---------    ---------

Balance, March 31, 1997
   (unaudited)                  1,000     192,244   $   2      $26,542   $(35,005)    $(8,461)
                              ========    =======   ======    =========  =========    =========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

<PAGE>

BROWNE BOTTLING COMPANY

Unaudited Consolidated Statements of Cash Flows (in thousands)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  Three Months Ended March 31,
                                                       1996              1997
                                                -----------       -----------
<S>                                             <C>               <C>
Cash flows from operating activities:
  Net loss                                      $    (3,878)      $      (809)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
     Depreciation and amortization                    1,285             1,094
     (Gain) loss on disposal of assets
       and franchises                                 1,926               (12)
     Deferred taxes                                  (1,305)             (485)
     Deferred compensation                              215                64
  Changes in assets and liabilities, net of
   effect of acquisitions and dispositions:
     Decrease (increase) in accounts receivable         524               159
     Decrease (increase) in inventories              (1,597)             (695)
     Increase (decrease) in accounts payable          1,170             1,027
     Increase (decrease) in accrued interest         (1,512)           (1,255)
     Other                                              192              (286)
                                                -----------       -----------
Net cash provided (used) by operating
 activities                                          (2,980)           (1,198)
                                                -----------       -----------
Cash flows from investing activities:
     Capital expenditures                              (806)             (364)
     Proceeds from sale of fixed assets and
      franchises                                      7,185                12
     Payment for purchase of territories and
      related fixed assets, net of cash
      acquired                                         (670)                -
                                                -----------       -----------
Net cash provided (used) by investing
 activities                                           5,709              (352)
                                                -----------       -----------
Cash flows from financing activities:
     Increase (decrease) in overdraft                   807              (897)
     Proceeds from issuance of debt                   2,976               358
     Principal payments on debt                        (867)           (1,003)
     Borrowings on revolver note                     39,969            34,476
     Payments on revolver note                      (45,514)          (31,334)
     Financing costs paid                              (100)              (50)
                                                -----------       -----------
Net cash provided (used) by financing
 activities                                          (2,729)            1,550
                                                -----------       -----------
Net increase in cash                                      -                 -
Cash at beginning of period                               -                 -
                                                -----------       -----------
Cash at end of period                           $         -       $         -
                                                ===========       ===========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

<PAGE>

BROWNE BOTTLING COMPANY

Unaudited Consolidated Statements of Cash Flows (in thousands)
-------------------------------------------------------------------------------

               Supplemental Disclosures of Cash Flow Information

<TABLE>
<CAPTION>
                                                  Three Months Ended March 31,
                                                       1996              1997
                                                -----------       -----------
<S>                                             <C>               <C>
Cash paid during the period for interest        $     3,401       $     2,683
                                                ===========       ===========
Cash paid during the period for income
 taxes                                          $       123       $         -
                                                ===========       ===========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

<PAGE>

BROWNE BOTTLING COMPANY

Notes to Unaudited Consolidated Financial Statements
-------------------------------------------------------------------------------

1.    NATURE OF BUSINESS

      All-American Bottling Corporation (the "Company") is a wholly-owned
      subsidiary of Browne Bottling Company ("BBC").  BBC has no independent
      operations and its only material asset is its investment in the Company.

      The Company is an independent bottler and distributor of soft drinks and
      other beverage products, including flavored and premium waters, brewed
      teas, natural sodas and sparkling juices.  The Company's largest markets
      in terms of franchise case sales volume are the metropolitan areas of
      Milwaukee, Louisville, Nashville and Oklahoma City.  The Company has
      franchise agreements covering various territories for brands such as RC
      Cola, Diet Rite Cola, Seven-Up, Dr Pepper, Sunkist, Canada Dry, Dad's
      Root Beer, Crush, A&W Root Beer, Big Red, Sundrop, Snapple, Mistic, Evian
      and Yoo-Hoo.

2.    BASIS OF PRESENTATION

      The interim financial statements included herein have been prepared by
      BBC without audit, pursuant to the rules and regulations promulgated by
      the Securities and Exchange Commission (the "Commission").  Certain
      information and footnote disclosures, normally included in financial
      statements prepared in accordance with generally accepted accounting
      principles, have been omitted pursuant to Commission rules and
      regulations; nevertheless, BBC believes that the disclosures are adequate
      to make the information presented not misleading.  These condensed
      financial statements should be read in conjunction with BBC's audited
      financial statements and the notes thereto included in BBC's Annual
      Report on Form 10-K for the year ended December 31, 1996 filed with the
      Commission.  In the opinion of management, the accompanying interim
      financial statements contain all material adjustments, consisting only of
      normal recurring adjustments, necessary to present fairly the financial
      position, the results of operations, cash flows and stockholders' equity
      of BBC for the three month periods ended March 31, 1996 and 1997.  The
      results of operations for the interim periods are not necessarily
      indicative of the results to be expected for the full fiscal year.

      The accompanying financial statements include the accounts of BBC and its
      wholly-owned subsidiary, the Company.  All significant intercompany
      balances and transactions have been eliminated.

      In August 1993, the Company issued $45 million principal amount of 13%
      Senior Secured Notes (the "Senior Notes"), which indebtedness has been
      fully and unconditionally guaranteed by BBC.  The separate financial
      statements of the Company have not been included because the assets,
      liabilities, earnings and equity of the Company are substantially
      equivalent to the assets, liabilities, earnings and equity of BBC on a
      consolidated basis and therefore are not considered material.

3.    ASSET SALES AND PURCHASES

      In January, 1997, the Company purchased franchise rights and vending
      equipment in Cookesville, Tennessee for $50,000.

      In January, 1997, the Company purchased the assets of Beverage Service
      Corporation, a vending company doing business in Wisconsin owned by 
      Randall Wissink, the Group President of the Mid-West Division, and Carl 
      Heiss, the controller of the Mid-West Division, for $182,000.  The 
      assets included receivables, inventory and fixed assets purchased at fair
      market value.

4.    DEBT COVENANTS

      At March 31, 1997, the Company was not in compliance with the
      consolidated interest coverage ratio covenant contained in its Senior
      Credit Facility.  The ratio (as defined) required by the Senior Credit
      Facility is 1.25 to 1, and the Company's ratio at March 31, 1997, was
      1.06 to 1.  The Company has made all scheduled principal and interest
      payments required by the Senior Credit Facility to date.  BT Commercial,
      agent, and the participating banks, have agreed to waive the Company's
      non-compliance with such covenant, subject to receipt from the Company of
      a $50,000 fee for such waiver.  The Company has elected not to pay the
      requested fee, and has again requested BT Commercial, as agent, and the
      participating banks for a waiver, but no such waiver has yet been
      received by the Company.  BT Commercial, as agent, and the participating
      banks have not declared a default with respect to the Senior Credit
      Facility, nor have they accelerated the maturity of the indebtedness
      under the Senior Credit Facility, nor has BT Commercial, as agent, and
      the participating banks indicated any intention of declaring an event of
      default or an acceleration of maturity of the indebtedness under the
      Senior Credit Facility.  The Company has executed a letter of intent with
      another lending institution for a $20 million credit facility with terms
      similar to the Senior Credit Facility.  The new facility is expected to
      be in place by June, 1997.

5.    ADJUSTED HISTORICAL RESULTS

      During 1996 the Company sold certain assets constituting its St. Paul,
      Minnesota, Duluth, Minnesota, Roanoke, Virginia and Parkersburg, West 
      Virginia operations.  The following table sets forth a summary of un-
      audited selected financial information for the three months ended March 
      31, 1996 and 1997.  For each of these periods, the selected financial 
      information presented includes actual operating results for the Com-
      pany, while "adjusted" information has also been provided for the three
      months ended March 31, 1996 which eliminates all case sales data and 
      all revenues and expenses relating to the St. Paul, Duluth, Roanoke 
      and Parkersburg operations.

<TABLE>
<CAPTION>
                                          Three Months Ended March 31,

                             Historical         Adjusted
                                1996              1996           1997
                          ---------------    --------------  --------------
                           Cases  Percent    Cases  Percent   Cases Percent
                          ------ --------   ------  -------  ------ -------
                                (In thousands, except percent data)
<S>                     <C>       <C>     <C>       <C>     <C>     <C>
DSD sales                 4,164             3,497            3,480
Distributor Sales           466               311              245
                        --------          --------          -------
   Total Franchise        4,630       88%   3,808       86%  3,725      86%
Contract Sales              608       12%     608       14%    620      14%
                        -------- --------- -------- -------- ------- --------
   Total case sales       5,238      100%   4,416      100%  4,345     100%

Produced                  4,887       93%   4,246       96%  3,802      87%
Purchased                   475        9%     390        9%    592      14%
Inventory - (inc.)/dec     (124)      -2%    (220)      -5%    (49)     -1%
                        -------- --------- -------- -------- ------- --------
   Total case sales       5,238      100%   4,416      100%  4,345     100%
</TABLE>

<TABLE>
<CAPTION>
                                   Per               Per              Per
                       Aggregate   Case  Aggregate   Case  Aggregate  Case
                       ---------  -----  ---------   ----- ---------  -----
                   (In thousands, except per case and per share data)
<S>                    <C>       <C>     <C>      <C>     <C>        <C>
Franchise sales        $ 30,615  $ 6.61  $ 25,740 $ 6.76  $ 25,074   $ 6.73
Contract sales            2,918    4.80     2,918   4.80     2,879     4.64
                        --------          --------         --------
   Net sales             33,533    6.40    28,658   6.49    27,953     6.43
Cost of goods sold       22,286    4.25    18,597   4.21    17,639     4.06
                        --------  -----   -------- ------  --------  ------
   Gross profit          11,247  $ 2.15    10,061 $ 2.28    10,314   $ 2.37
Operating expenses       12,515            10,330           10,199
                        --------          --------         --------
Operating income (loss)  (1,268)             (269)             115
Gain (loss) on disposals (1,926)              435               12
Interest expense         (1,892)           (1,575)          (1,669)
Other income                 14                49              277
                        --------          --------         --------
Net income (loss) before
   income tax benefit    (5,072)           (1,360)          (1,265)
Income tax benefit        1,194               453              456
                        --------          --------         --------
Net loss               $ (3,878)         $   (907)        $   (809)
                        ========          ========         ========

EPS                    $ (20.17)         $  (4.72)         $ (4.21)

EBITDA<F1>             $     27          $    803          $ 1,457

<FN>
<F1>
EBITDA consists of net income (loss) before (a) income taxes,  (b) interest
expense,  (c)  depreciation, (d) amortization, (e) gain (loss) on asset  sales,
and  (f) other non-cash  charges.   EBITDA  should  not  be  considered  as  an
alternative  to,  or  more meaningful than, operating income or cash flow as an
indicator of the Company's operating performance.
</FN>
</TABLE>

<PAGE>

ITEM  2.  MANAGEMENT'S DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

GENERAL

   All-American  Bottling Corporation (the "Company") is an independent bottler
and distributor of  soft  drinks  and  other beverage products operating in six
states, and is a wholly-owned subsidiary  of  Browne  Bottling Company ("BBC").
The  Company's soft drink product portfolio includes such  well-known  national
brands  such  as  RC Cola, Diet Rite Cola, Seven-Up, Dr Pepper, Sunkist, Canada
Dry, Dad's Root Beer,  Crush  and  A&W  Root  Beer, as well as leading regional
brands such as Big Red and Sundrop.  Other beverages distributed by the Company
include Snapple, Mistic, Evian and other waters and are commonly referred to as
"alternative beverages".  The Company's largest  markets  in terms of franchise
case  sales  volume  are  the  metropolitan  areas  of  Milwaukee,  Louisville,
Nashville and Oklahoma City.

   In  August  1993 the Company issued $45.0 million principal  amount  of  13%
Senior Secured notes  due  2001  (the  "Senior  Notes"), guaranteed by BBC, and
entered  into  a  new  senior  secured  credit  facility  (the  "Senior  Credit
Facility") providing for borrowing availability of up to $20.0 million, subject
to borrowing base limitations.

   The Company's primary measurement of unit volume  is  franchise and contract
case sales.  Franchise case sales represent sales of products  in the Company's
franchise territories, while contract case sales consist of product  sold under
contract  manufacturing  arrangements  to  private  label  or  other  bottlers.
Produced  product  consists  of product manufactured by the Company in its  own
facilities and purchased product  is  finished  product  purchased  from  other
bottlers and suppliers.  EBITDA includes net income (loss) before income taxes,
interest  expense,  depreciation,  amortization, gain (loss) on asset sales and
other non-cash charges. EBITDA should  not  be considered as an alternative to,
or  more  meaningful than, operating income or  cash  flow  (as  determined  in
accordance  with  generally  accepted accounting principles) as an indicator of
the Company's operating performance or liquidity.

   The operating results for the three month period ended March 31, 1997 is not
directly comparable to the operating  results  for the three month period ended
March 31, 1996, as the results for the 1996 period  are  materially affected by
the  sale  of assets in St. Paul and Duluth, Minnesota, Roanoke,  Virginia  and
Parkersburg,  West  Virginia.   The  sales  of  these  operations significantly
reduced  case  sales,  net  sales,  cost  of  goods  sold,  gross  profit,  and
administrative, marketing and general expenses.  In order to provide comparable
information,  the  selected  financial information included in Note  5  of  the
interim financial statements for the three months ended March 31, 1996 has been
"adjusted"  to  eliminate  these   operations.    Accordingly,   the  following
discussion  of  the  results   of  operations  compares  the actual results  of
operations for the three months ended March 31, 1997 with  the  actual, as well
as "adjusted", results of operations for the corresponding period  ended  March
31, 1996.

   During  1996  the  Company  also  sold territories in Madison, Wisconsin and
Pulaski,  Tennessee  and  purchased a territory  in  LaCrosse,  Wisconsin.  The
information presented in Note  5  of  the  interim financial statements has not
been  adjusted  for  these  territory  sales  and  acquisitions  due  to  their
immaterial impact on the comparability of financial information.


RESULTS OF OPERATIONS (UNAUDITED)

    THREE MONTHS ENDED MARCH 31, 1997 VS. THREE MONTHS ENDED MARCH 31, 1996

   The following discussion addresses the results of operations for the three
months ended March 31, 1997 (the "Current Quarter") compared to the
corresponding period ended March 31, 1996 (the "Prior Quarter") and the
"adjusted" corresponding period ended March 31, 1996 (the "Adjusted Prior
Quarter").

   Net sales for the Current Quarter were $28.0 million compared to $33.5
million for the Prior Quarter, a $5.6 million or 16.6% decrease due to lower
franchise case sales resulting primarily from the sales of the Minnesota,
Roanoke, Virginia and Parkersburg, West Virginia territories.  Franchise case
sales were 3.7 million cases for the Current Quarter compared to 4.6 million
cases for the Prior Quarter, a decrease of 905,000 or 19.5%.  After the
adjustment for sold operations, net sales decreased $705,000 or 2.5% for the
Current Quarter compared to the Adjusted Prior Quarter due to a decrease in
franchise case sales for the Current Quarter of 83,000 cases or 2.2% from the
Adjusted Prior Quarter.  This decrease in franchise cases is primarily
attributable to volume declines in the Kentucky division.

   The average net selling price for franchise sales for the Company was $6.73
in the Current Quarter compared to $6.61 for the Prior Quarter and $6.76 for
the Adjusted Prior Quarter.  The improvement in the average net selling price
for the Current Quarter compared to the Prior Quarter is due primarily to the
sale of the Minnesota territories which had an average net selling price of
$5.38 for the Prior Quarter.

   Contract case sales increased to 620,000 cases for the Current Quarter from
608,000 cases for the Prior Quarter.  The average net selling price for
contract cases decreased to $4.64 for the Current Quarter compared to $4.80 for
the Prior Quarter.  The change in volume is attributable primarily to
additional case sales in the Company's Louisville production facility made
pursuant to a production agreement with bottlers in Pulaski, Tennessee and
Roanoke, Virginia partially offset by a reduction in contract bottling sales in
the Oshkosh production facility.

   On a company-wide basis the average net selling price for all cases was
$6.43 for the Current Quarter, $6.40 for the Prior Quarter and $6.49 for the
Adjusted Prior Quarter.  The decline in the average net selling price in the
Current Quarter compared to the Adjusted Prior Quarter is partially
attributable to a higher percentage of sales resulting from lower priced
contract sales and partially due to a decline in the net selling price to
remain competitive as a result of the overall industry-wide reduction in the
per case cost of goods as described below.

   Cost of goods sold decreased $4.6 million or 20.9% for the Current Quarter
compared to the Prior Quarter due to volume declines resulting from the sold
territories.  Cost of goods sold decreased $958,000 or 5.2% for the Current
Quarter compared to the Adjusted Prior Quarter due primarily to a reduction in
sweetener and plastic bottle costs and partially to an overall volume decrease
of 1.6%.  Gross profit for the Current Quarter was $10.3 million compared to
$11.2 million for the Prior Quarter, a decrease of $933,000 or 8.3% due to the
volume declines resulting from the territory sales in 1996.  Gross profit
increased $253,000 or 2.5% for the Current Quarter compared to the Adjusted
Prior Quarter due to reduced sweetener and plastic bottle costs.  Gross margin
(gross profit as a percentage of sales) improved to 36.9% for the Current
Quarter compared to 35.1% for the Adjusted Prior Quarter and 33.5% for the
Prior Quarter.

   Operating expenses declined $2.3 million or 18.5% for the Current Quarter
compared to the Prior Quarter due to overall decreases in expenses as a result
of the decreased volume of case sales.  Operating expenses decreased $131,000
or 1.3% in the Current Quarter compared to the Adjusted Prior Quarter due to
reduced payroll and utility costs partially offset by an increase in
depreciation expense.

   The loss on sale of assets of $1.9 million for the Prior Quarter resulted
primarily from the loss on the sale of the Minnesota territories partially
offset by gains on the sales of Roanoke, Virginia, Madison, Wisconsin and
Pulaski, Tennessee.  In the Current Quarter there was a gain on sale of
$12,000.

   Interest expense was $1.7 million for the Current Quarter compared to $1.9
million for the Prior Quarter.  The decrease in interest of $223,00 in the
Current Quarter compared to the Prior Quarter is due to lower levels of debt
resulting from the application of the sales proceeds from territory sales in
1996.

   Other income was $277,000 in the Current Quarter compared to $14,000 for the
Prior Quarter, an increase of $263,000 due to income recognized under long-term
supply arrangements with major suppliers.

   Pretax net loss for the Current Quarter was $1.3 million compared to a
pretax net loss for the Prior Quarter of $5.1 million.  The reduction in the
loss resulted from improved operations in the Current Quarter and the loss on
sale recognized in the Prior Quarter.  Compared to the Adjusted Prior Quarter
the pretax loss improved by $95,000 primarily due to the lower cost of goods
sold.

   EBITDA was $1.5 million for the Current Quarter compared to $27,000 for the
Prior Quarter and $803,000 for the Adjusted Prior Quarter.  The increase in
EBITDA for the Current Quarter compared to the Adjusted Prior Quarter is
attributable to improved gross margins resulting from the lower cost of goods
sold, the reduced operating expenses and the increased other income described
above.


LIQUIDITY AND CAPITAL RESOURCES

   At March 31, 1997 the Company had a working capital deficit of $9.8 million
caused by the classification as current of the $14.0 million balance
outstanding on the Senior Credit Facility.  The Company had working capital
(excluding cash overdraft and the current portion of long-term debt and other
obligations) of $6.0 million at March 31, 1997 compared to $4.8 million at
December 31, 1996.  The increase in working capital is due primarily to the
decline in accrued interest and an increase in inventory partially offset by an
increase in trade payables.  The Company's working capital needs have
historically been funded from operations and from borrowings under its Senior
Credit Facility and from affiliates.

   The Company's long-term debt (including current maturities and amounts
payable under non-compete and deferred compensation agreements) was
approximately $55.5 million at March 31, 1997. Scheduled principal payments are
estimated to be approximately $1.2 million for the twelve months ending March
31, 1998, of which approximately $580,000 represents unsecured demand notes
held by Stephen B. Browne, the Chief Executive Officer of the Company and BBC
and BBC's principal stockholder, and entities affiliated with him.  Mr. Browne
and affiliated entities from time to time make unsecured loans to the Company
at the same interest rates charged under the Company's Senior Credit Facility.
At March 31, 1997, the Company's borrowing base under its Senior Credit
Facility was $15.0 million, and the Company had borrowings of $14.0 million and
an additional $138,000 of letters of credit outstanding leaving $839,000 of
available credit.

   At March 31, 1997 the Company was not in compliance with the consolidated
interest coverage ratio covenant required in the Senior Credit Facility.  The
ratio at March 31, 1997 was 1.06 to 1 whereas the Senior Credit Facility
requires a ratio of at least 1.25 to 1.  As discussed in Note 4 to the interim
financial statements, BT Commercial, agent, and the participating banks have
agreed to waive the Company's noncompliance subject to receipt of a $50,000 fee
which the Company has elected not to pay.  BT Commercial, as agent, and the
participating banks have not declared a default or accelerated the maturity of
the indebtedness under the Senior Credit Facility, nor have they indicated any
intention to do so.  The Company has executed a letter of intent with another
lending institution for a $20 million credit facility with terms similar to the
Senior Credit Facility.  The new facility is expected to be in place by June
1997.

   For the Current Quarter, the Company's operating activities used cash of
$1.2 million compared to cash used of $3.0 million for the Prior Quarter.  The
net cash used of $1.2 million by operating activities in the Current Quarter
resulted primarily from significant decreases in the accrued interest and
increases in inventories partially offset by increases in accounts payable.
The net cash used of $3.0 million in the Prior Quarter resulted primarily from
cash used from operations of $1.8 million and increases in inventories and
decreases in accrued interest partially offset by increases in accounts
payable.

   During the Current Quarter investing activities used cash of $352,000
primarily for capital expenditures compared to cash provided of $5.7 million in
the Prior Quarter.  The cash provided in the Prior Quarter resulted primarily
from sales of the Minnesota, Roanoke, Virginia, Madison, Wisconsin, and
Pulaski, Tennessee territories partially offset by cash used for capital
expenditures and to purchase a territory in LaCrosse, Wisconsin.

   Financing activities provided cash of $1.6 million in the Current Quarter
primarily due to increased borrowings over payments of $3.1 million on the
Senior Credit Facility partially offset by principal payments on debt of $1.0
million and a decrease in the cash overdraft of $897,000.  Principal payments
on debt of $1.0 million include approximately $125,000 for the repurchase of
the Company's Senior Notes and $746,000 paid on unsecured demand notes from Mr.
Browne and his affiliates.

   The Company's earnings before income taxes and fixed charges were
insufficient to cover its fixed charges by $1.3 million for the Current
Quarter.  EBITDA and interest expense for the Current Quarter were $1.5 million
and $1.7 million, respectively. If the Company experiences a deterioration in
operating results, its ability to generate sufficient cash to cover its
interest expense would be reduced, and the Company may be unable to meet its
interest obligations.

   The Company must make certain capital expenditures on an annual basis in
order to maintain its business and assets and compete effectively.  The Company
expects to spend approximately $1.5 million on capital expenditures for the
nine months ending December 31, 1997.  To the extent that requirements for debt
service and capital expenditures exceed cash flow from operations, the Company
will need to finance such requirements with additional indebtedness or defer
capital expenditures.


FORWARD LOOKING STATEMENTS

   When used in this document, the words "anticipate", "estimate", "believe",
"expect" and similar expressions are intended to identify forward looking
statements.  Such statements are subject to certain risks, uncertainties and
assumptions.  Should one or more of these risks or uncertainties occur, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or projected.

<PAGE>

Part II - OTHER INFORMATION

Item 1. Legal Proceedings
   None.

Item 2. Changes in Securities
   None.

Item 3. Defaults Upon Senior Securities
   None.

Item 4. Submission of Matters to a Vote of Security Holders
   None.

Item 5. Other Information.
   None.

Item 6. Exhibit and Reports on Form 8-K.

(a)  The following exhibit is filed with this Form 10-Q and is identified
     by the number indicated:

     27    Financial Data Schedule

(b)  No reports on Form 8-K were filed during the period covered by this 
     report.

<PAGE>

SIGNATURES


   Pursuant to the requirements of the Securities  Exchange  Act  of  1934, the
registrant  has  duly  caused  this  report  to  be signed on its behalf by the
undersigned thereunto duly authorized.


                                             ALL-AMERICAN BOTTLING CORPORATION


Date:  May 13, 1997                         By: STEPHEN B. BROWNE
                                                Stephen B. Browne
                                                President, Chief Executive
                                                Officer and Chairman
                                                Of the Board

Date: May 13, 1997                          By: STEPHEN R. KERR
                                                Stephen R. Kerr
                                                Vice President and Chief
                                                Financial Officer

                                            BROWNE BOTTLING COMPANY


Date: May 13, 1997                          By: STEPHEN B. BROWNE
                                                Stephen B. Browne
                                                President, Chief Executive
                                                Officer and Chairman
                                                Of the Board

Date: May 13, 1997                          By: STEPHEN R. KERR
                                                Stephen R. Kerr
                                                Vice President and Chief
                                                Financial Officer

<PAGE>

                          EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit 
Number         Brief Description               Method of Filing
-------        -----------------               ----------------
<S>            <C>                             <C>
27             Financial Data Schedule         Filed herewith electronically

</TABLE>