EXHIBIT 3.4

                           CERTIFICATE OF DESIGNATIONS
                       OF THE SERIES D PREFERRED STOCK OF
                           PANAMERICAN BEVERAGES, INC.



          Carlos Hernandez-Artigas, Secretary of Panamerican Beverages, Inc.,
a corporation organized and existing under the laws of Panama (the "Company"),
HEREBY CERTIFIES:

          1. That a meeting of the Board of Directors of the Company was duly
called and held on December 20, 2002, by telephone conference originated from
Miami, Florida, U.S.A. pursuant to Article III, Section 9, of the By-Laws.

          2. That present at the meeting were a majority of the directors, to
wit: Gustavo Cisneros, Oswaldo Cisneros, Craig Jung, Wade Mitchell, James
Postl, Woods W. Staton and Houston Staton, with Luiz Furlan acting by proxy,
so that the proper quorum was obtained and voted throughout.

          3. That pursuant to Article III, Section 11, of the By-Laws, Woods
W. Staton, Chairman of the Board, chaired the meeting, and the undersigned
kept the minutes.

          4. That at said meeting, after extensive discussion and pursuant to
and in accordance with the Stockholders Agreement, to be executed and dated as
of December 22, 2002, by and among the Company, Fomento Economico Mexicano,
S.A. de C.V., Coca-Cola FEMSA, S.A. de C.V., Midtown Sub, Inc., The Coca-Cola
Company, The Coca-Cola Export Corporation and Atlantic Industries, the
following Resolution was adopted:

               RESOLVED, that pursuant to the authority vested in the Board of
          Directors (the "Board") of Panamerican Beverages, Inc., a Panamanian
          corporation (the "Company"), by Article 5 of the Restatement of
          Articles of Incorporation of the Company as of May 12, 2002, as
          amended (the "Articles of Incorporation"), the Board does hereby
          create, provide for and approve a series of Preferred Stock, par
          value U.S.$0.01 per share, of the Company to be designated "Series D
          Preferred Stock", consisting of 30,625,690 shares of the presently
          authorized but unissued shares of Preferred Stock, and that in
          connection therewith, and pursuant to the authority granted to the
          Board under Article 5 of the Articles of Incorporation, does hereby
          fix and herein state and express such designations, powers,
          preferences and relative, participating, optional and other special
          rights, and the qualifications, limitations and restrictions thereof
          as follows (all terms used herein which are defined in the Articles
          of Incorporation and not otherwise defined herein shall have the
          meaning provided in said Articles of Incorporation):


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                                                                             2

                                   ARTICLE I
                            Designation and Amount

          The shares of such series shall be designated "Series D Preferred
Stock" and the number of shares constituting such series shall be 30,625,690
(the "Series D Preferred Shares"), which number may not be increased by the
Board of Directors without the prior approval of the Holders (as defined in
Section 2.1).

          SECTION 2.1. Dividends and Distributions. The holders of the Series
D Preferred Shares (together, the "Holders" and each, a "Holder") shall be
entitled to such dividends and other distributions in cash, stock or property
of the Company as may be declared thereon by the Board of Directors from time
to time out of assets or funds of the Company legally available therefor,
provided, however, that in no event may the rate of any dividend payable on
outstanding shares of any class of the Company's Common Stock be greater than
the dividend rate payable on outstanding shares of the Series D Preferred
Stock, or vice versa. All dividends and distributions on the Series D
Preferred Stock payable in stock of the Company shall be made at the same
dividend rate per share as determined by the Board of Directors of the Company
(the "Board of Directors"). In no event will shares of any class of the
Company's Common Stock or Series D Preferred Stock be split, divided or
combined unless the other such class is also split, divided or combined at the
same rate per share.

          SECTION 2.2. Liquidation Preference. In the event of a liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary,
the Holders of the Series D Preferred Shares shall be entitled to receive out
of the assets of the Company, whether such assets are stated capital or
surplus of any nature, an amount equal to U.S.$0.00001 per share. Such payment
shall be made before any payment shall be made or any assets distributed to
the holders of shares of Common Stock or any other class or series of the
Company's capital stock ranking junior as to liquidation rights to the Series
D Preferred Shares.


          SECTION 3.1. Corporate Governance Rights. In addition to and
independent of any approvals of the Board of Directors or of the holders of
any other class or series of shares of the Company that may be required by the
Articles of Incorporation of the Company or by applicable law, unless and
until such action is approved by the Holders of the Series D Preferred Shares
in the manner set forth herein, the Company shall not be authorized to take
and shall not take any of the following actions (each such action being
hereinafter referred to as an "Approval Item"):

               (a) any alteration, amendment or modification of this
          Certificate of Designations; or


               (b) any action, including without limitation any action with
          respect to the Company's Articles of Incorporation or by-laws, the
          effect of which would circumvent or adversely affect or be
          inconsistent with the rights, powers, privileges and preferences
          afforded to the Holders pursuant to this Certificate of
          Designations, including without limitation the approval rights
          granted to the Holders pursuant to this Section 3.1.

If the approval of the Holders is required pursuant to any of the foregoing
provisions, such approval shall be required notwithstanding the fact that such
action is excepted from the requirement of such approval pursuant to any other
such provision. The approval or disapproval


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                                                                             3

by the Holders of any Approval Item submitted to it shall be deemed given for
all intents and purposes hereunder if and when written notice of such approval
or disapproval is delivered by the Holders to the Company or its Board of
Directors.

          SECTION 3.2. Voting Rights. The Holders shall have no voting rights
except as provided by law. For purposes of any calculation of the percentage
of the outstanding Voting Stock or the combined voting power of the
outstanding Voting Stock under the terms of this Certificate of Designations,
the Series D Preferred Shares shall not be deemed Voting Stock.


                                  ARTICLE II
                                     Rank

          Except as described in Section 2.2, the Series D Preferred Shares
shall rank, as to distribution of assets upon liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, pari passu with
all of the Company's now or hereafter issued Common Stock. The term "Common
Stock" shall mean the Class A Common Stock, par value U.S.$0.01 per share, and
the Class B Common Stock, par value U.S.$0.01 per share, of the Company as the
same exists at the date hereof or as such stock may be constituted from time
to time.


                                  ARTICLE III
                Effects of Transfer; Restrictions on Transfer.

          The Series D Preferred Shares may not be Transferred (as hereinafter
defined) to any person other than a KO Transferee (as hereinafter defined). In
the event of a Transfer (as hereinafter defined) of the Series D Preferred
Shares to any person other than a KO Transferee, or in the event that the
Holders shall cease at any time to be a KO Transferee, as a result of any
transfer of the capital stock of the Holders or any merger, consolidation or
amalgamation or otherwise, each Series D Preferred Share shall automatically,
without any further action on the part of the Company or the Holder, convert
into one share of Class A Common Stock. Each Series D Preferred Share may be
converted at any time at the option of the Holder into either one share of
Class A Common Stock or one share of Class B Common Stock; provided, however,
that the number of shares of Series D Preferred Stock that may be converted
into shares of Class B Common Stock will be no more than 2,167,064. Such
conversion may be effected by delivery by the Holders of the certificate
therefor and written notice to such effect to the Company, and will be
effective immediately upon delivery of such notice, at the office of the
transfer agent for the Common Stock or at such other place as the Board of
Directors may designate. For purposes of this paragraph, "Transfer" shall mean
any sale, assignment, transfer, pledge, hypothecation, deposit in a voting
trust or other disposition, directly or indirectly, of the Series D Preferred
Shares or the rights of the Holders hereunder, and "Transferred" shall have a
correlative meaning; provided, however, that the terms "Transfer" and
"Transferred" shall not be deemed to include (a) any action taken pursuant to
the Stockholders Agreement, (b) the granting of a power of attorney or proxy
by the Holders to any officer, director or employee of the Holders or (c) any
transfers of the Series D Preferred Stock which occur as a result of the
transactions contemplated by the Merger Agreement. For purposes of this
Article V, "KO Transferee" shall mean (x) The Coca-Cola Company ("TCCC") or
(y) any corporation one-hundred percent (100%) of the capital stock of which
(other than directors' qualifying shares or shares held by Persons to comply
with local law) is owned, directly or indirectly, by TCCC (a "Wholly Owned
TCCC Subsidiary"); provided, however, that if such Wholly Owned TCCC
Subsidiary is a Person other


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                                                                             4

than the Holders, such Wholly Owned TCCC Subsidiary shall have agreed in
writing to be bound by the provisions of the Stockholders Agreement.


                                  ARTICLE IV
                                 Defined Terms

          The following terms as used herein have the following respective
meanings:

          "Affiliate" means, as to a specified person, any other person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such specified person. For
purposes of this definition, the term "control" (including the terms
"controlling", "controlled by" and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a person, whether through the ownership of
voting securities, by contract or otherwise.

          "Approval Item" has the meaning set forth in Section 3.1.

          "beneficial owner" has the meaning given to such term in Rule 13d-3
(as currently in effect) under the Exchange Act and the terms "beneficially
own" and "beneficial ownership" shall have the correlative meanings.

          "Board of Directors" has the meaning set forth in Section 2.1.

          "Business Day" means any day other than a Saturday, Sunday, or a day
on which banking institutions in the State of Georgia, U.S.A., the State of
New York, U.S.A., or Mexico City, Mexico are authorized or obligated by law or
executive order to close.

          "capital stock of the Company" means all shares of Class A Common
Stock, Class B Common Stock, Series C Preferred Stock and Series D Preferred
Stock of the Company and all other Equity Securities of the Company.

          "Class A Common Stock" means the Company's Class A Common Stock,
U.S.$0.01 par value per share.

          "Class B Common Stock" means the Company's Class B Common Stock,
U.S.$0.01 par value per share.


          "Common Stock" has the meaning set forth in Article IV.

          "Company" means Panamerican Beverages, Inc., a corporation organized
and existing under the laws of Panama.

          "Equity Security" has the meaning given to such term in Rule 3a11-1
(as currently in effect) under the Exchange Act.

          "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.

          "Holder" or "Holders" has the meaning set forth in Section 2.1.


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                                                                             5

          "KO Transferee" has the meaning set forth in Article V.

          "Merger Agreement" means the Agreement of Merger dated December 22,
2002, among the Company, Coca-Cola FEMSA, S.A. de C.V. and Midtown Sub, Inc.

          "Person" means any individual, partnership, joint venture, firm,
corporation, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

          "Series D Preferred Shares" has the meaning set forth in Article I.

          "Securities Act" means the United States Securities Act of 1933, as
amended.

          "Stockholders Agreement" means the Stockholders Agreement, dated as
of December 22, 2002, by and among the Company, Fomento Economico Mexicano,
S.A. de C.V., Coca-Cola FEMSA, S.A. de C.V., Midtown Sub, Inc., The Coca-Cola
Company, The Coca-Cola Export Corporation and Atlantic Industries.

          "Subsidiary" with respect to any subject corporation means any other
corporation the results of which are included in the consolidated financial
statements of such subject corporation, and the term "Subsidiaries" has the
correlative meaning.

          "TCCC" has the meaning set forth in Article V.

          "Transfer" has the meaning set forth in Article V.

          "Voting Stock" means any shares of capital stock of the Company the
holder of which is ordinarily, in the absence of contingencies, entitled to
vote in the election of directors of the Company.

          "Wholly Owned Subsidiary" means a subsidiary of the Company all the
capital stock of which (other than directors' qualifying shares or shares held
by Persons to comply with local laws) is owned by the Company or another
Wholly Owned Subsidiary.

          "Wholly Owned TCCC Subsidiary" has the meaning set forth in Article
V.


                                   ARTICLE V
                                   Notices.

          SECTION 7.1. Notice of Meetings. Notice of the record date for any
meeting convened for the purpose of voting on any matter with respect to which
the holders of any class of Common Stock have a voting right, and of any
record date for any solicitation of consents of holders of any class of Common
Stock, including a reasonable description of the matters on which a vote will
be held, or for which consent will be sought, shall be provided to the Holders
by the Company not more than sixty (60) or less than thirty (30) days prior to
such record date, unless such notice requirement is waived in writing by the
Holders.

          SECTION 7.2. Notices. Any notice, request, instruction or other
document to be given hereunder by any party hereto to any other party hereto
shall be in writing and delivered


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                                                                             6

personally or by telecopy transmission or sent by any express mail or
reputable overnight courier service, postage or fees pre-paid,


if to the Company,

          Panamerican Beverages, Inc.
          c/o Panamco L.L.C.
          701 Waterford Way, Suite 800
          Miami, FL 33126
          Attention:  General Counsel
          Telephone No.:  (305) 929-0800
          Telecopy No.:  (786) 388-8191







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                                                                             7

with copies to:

          Arias, Fabrega & Fabrega
          Plaza P.H. 2000 Building
          50th Street (Box 6307)
          Panama 5, Republic of Panama
          Attention:  Eduardo de Alba
          Telephone No.:  (011) 507-205-7000
          Telecopy No.:  (011) 507-205-7001


          Cravath, Swaine & Moore
          825 Eighth Avenue
          New York, NY 10019
          Attention:  Richard Hall
          Telephone No.:  (212) 474-1000
          Telecopy No.:  (212) 474-3700




if to the Holders or TCCC to:

          The Coca-Cola Company
          One Coca-Cola Plaza, N.W.
          Atlanta, Georgia 30313
          Attention:  Chief Financial Officer
          Telephone No.:  (404) 676-2121
          Telecopy No.:  (404) 676-8683

with a copy to:

          The Coca-Cola Company
          One Coca-Cola Plaza, N.W.
          Atlanta, Georgia 30313
          Attention:  General Counsel
          Telephone No.:  (404) 676-2121
          Telecopy No.:  (404) 676-6792


or at such other address or number for a party as shall be specified by like
notice. Any notice which is delivered personally or by telecopy transmission
in the manner provided herein shall be deemed to have been duly given to the
party to whom it is directed upon actual receipt by such party. Any notice
which is addressed and mailed in the manner herein provided shall be
conclusively presumed to have been duly given to the party to which it is
addressed at the close of business, local time of the recipient, on the second
Business Day after the day it is so placed in the mail or given to such
courier, or if earlier, the time of actual receipt.



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                                                                             8

                                  ARTICLE VI
                                Miscellaneous.

          SECTION 8.1. If a Series D Preferred Share is converted to a share
of Class A Common Stock or Class B Common Stock pursuant to the provisions of
Article V, such Series D Preferred Share shall thereupon be deemed
automatically cancelled and it will cease immediately, without further action
of any party, to give rise to any rights or preferences of the Series D
Preferred Stock (but will instead have the rights and preferences of the Class
A Common Stock or Class B Common Stock, as applicable). The holder of the
Series D Preferred Shares shall nonetheless be obligated to surrender the
corresponding share certificate to the Company, endorsed in its favor without
restrictions or qualifications, but failure to surrender said share
certificate as herein provided shall not affect the automatic cancellation of
the share and the immediate termination of all rights and preferences
appertaining to the Series D Preferred Shares as provided in Article V and
herein.

          SECTION 8.2. The Series D Preferred Shares confers on the Holder
thereof no other preemptive rights to unissued shares of capital stock of the
Company (whether now or hereafter authorized) or securities of the Company
convertible into or carrying a right to subscribe to or acquire shares of
capital stock of the Company.

          SECTION 8.3. Each certificate representing the Series D Preferred
Shares shall bear a legend in the following form, in addition to any legend
ordinarily appearing on the certificates representing the shares of preferred
stock of the Company:

     THE SHARE OF SERIES D PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE
     (THE "SERIES D PREFERRED SHARES") AND THE RIGHTS OF THE HOLDER OF THE
     SERIES D PREFERRED SHARES UNDER THE CERTIFICATE OF DESIGNATIONS MAY NOT
     BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DEPOSITED IN A
     VOTING TRUST OR OTHERWISE DISPOSED, DIRECTLY OR INDIRECTLY (HEREINAFTER,
     "TRANSFERRED" OR A "TRANSFER"), TO ANY PERSON OTHER THAN (X) THE
     COCA-COLA COMPANY, A DELAWARE CORPORATION (HEREINAFTER, "TCCC"), OR (Y)
     ANY CORPORATION ONE-HUNDRED PERCENT (100%) OF THE CAPITAL STOCK OF WHICH
     (EXCEPT FOR DIRECTORS' QUALIFYING SHARES OR SHARES HELD BY PERSONS TO
     COMPLY WITH LOCAL LAW) IS OWNED, DIRECTLY OR INDIRECTLY, BY TCCC
     (COLLECTIVELY, A "KO TRANSFEREE"). IN THE EVENT OF A TRANSFER OF THE
     SERIES D PREFERRED SHARES TO ANY PERSON OTHER THAN A KO TRANSFEREE, OR IN
     THE EVENT THAT THE HOLDER SHALL CEASE TO BE A KO TRANSFEREE, AS A RESULT
     OF ANY TRANSFER OF THE CAPITAL STOCK OF THE HOLDER OR ANY MERGER,
     CONSOLIDATION OR AMALGAMATION OR OTHERWISE, EACH SERIES D PREFERRED SHARE
     SHALL AUTOMATICALLY, WITHOUT ANY FURTHER ACTION ON THE PART OF THE
     COMPANY OR THE HOLDER, CONVERT INTO ONE SHARE OF THE COMPANY'S CLASS A
     COMMON STOCK, PAR VALUE U.S.$0.01 PER SHARE.


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                                                                             9

     IN ADDITION, THE TRANSFER OF THE SERIES D PREFERRED SHARES IS SUBJECT TO
     CERTAIN RESTRICTIONS CONTAINED IN THE AMENDED AND RESTATED INVESTMENT
     AGREEMENT DATED AS OF NOVEMBER 1, 1995 (THE "INVESTMENT AGREEMENT"), AS
     THE SAME MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG THE COMPANY, TCCC
     AND THE COCA-COLA EXPORT CORPORATION, COPIES OF WHICH MAY BE OBTAINED
     UPON REQUEST FROM THE COMPANY, AND AS FURTHER PROVIDED IN ARTICLE V OF
     THE CERTIFICATE OF DESIGNATIONS OF THE SERIES D PREFERRED STOCK, PAR
     VALUE U.S.$0.01 PER SHARE, OF THE COMPANY (THE "CERTIFICATE OF
     DESIGNATIONS") ISSUED BY THE COMPANY PURSUANT TO THE STOCKHOLDERS
     AGREEMENT, DATED AS OF DECEMBER 22, 2002 (THE "STOCKHOLDERS AGREEMENT"),
     AS THE SAME MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG THE COMPANY,
     FOMENTO ECONOMICO MEXICANO, S.A. DE C.V., COCA-COLA FEMSA, S.A. DE C.V.,
     MIDTOWN SUB, INC., TCCC, THE COCA-COLA EXPORT CORPORATION AND ATLANTIC
     INDUSTRIES, WHICH CERTIFICATE OF DESIGNATIONS HAS BEEN REGISTERED AT THE
     PANAMA PUBLIC REGISTRY.

     THE SERIES D PREFERRED SHARES HAVE BEEN ISSUED IN CONNECTION WITH AND IN
     CONSIDERATION OF THE AGREEMENTS OF THE COCA-COLA EXPORT CORPORATION AND
     ATLANTIC INDUSTRIES SET FORTH IN THE STOCKHOLDERS AGREEMENT AND THE OTHER
     AGREEMENTS OF COCA-COLA EXPORT CORPORATION AND ATLANTIC INDUSTRIES IN THE
     CERTIFICATE OF DESIGNATIONS.

     THE SERIES D PREFERRED SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED
     STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES
     LAWS OF ANY OTHER JURISDICTION, AND ARE "RESTRICTED SECURITIES" AS THAT
     TERM IS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SERIES D
     PREFERRED SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
     EXEMPTION FROM REGISTRATION UNDER THE ACT.

          SECTION 8.4. The headings contained in this Certificate of
Designations are for convenience and reference only and shall not affect in
any way the meaning or interpretation of this Certificate of Designations.
References to a section are, unless otherwise specified, to one of the
sections of this Certificate of Designations.

          SECTION 8.5. Without intending to limit the remedies available to
the Holders or the Company, the Holders and the Company have acknowledged and
agreed that damages at law will be an insufficient remedy in the event either
of them violates the terms of this Certificate of Designations or fails to
perform any of its obligations hereunder, and each of them has further agreed
that the other of them may apply for and obtain injunctive or other equitable
relief in any court of competent jurisdiction to restrain the breach or
threatened breach of, or otherwise specifically enforce, any of their
agreements set forth in this Certificate of Designations.

          SECTION 8.6. This Certificate of Designations has been adopted by
the Board of Directors pursuant to the Company's obligations under the
Stockholders Agreement and the Merger Agreement. True copies of the
Stockholders Agreement and the Merger Agreement are available for inspection
at the administrative offices of the Company in Panama City located at the
Edificio Torre Dresdner Bank, 7th Floor, 50th Street, Panama, Republic of
Panama.


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          IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed by Carlos Hernandez-Artigas, its Secretary, this the 8th day of
January, 2003.


                                            Panamerican Beverages, Inc.


                                            By /s/ Carlos Hernandez-Artigas
                                               -------------------------------
                                               Name:  Carlos Hernandez-Artigas
                                               Title: Secretary