EXHIBIT 3.2


                      AMENDED AND RESTATED BY-LAWS OF
                        PANAMERICAN BEVERAGES, INC.
                             (AS OF MAY 12, 2000)


                                 ARTICLE I
                                  OFFICES

     Section 1. Registered Office. - The registered office of the Corporation
shall be at Torre Dresdner Bank, Piso 7, Calle No. 50, 55-0820, in the City of
Panama, Republic of Panama. The registered agent shall be Arias, Fabrega &
Fabrega.

     Section 2. Other Offices. - The Corporation may also have offices at such
other places within or without the Republic of Panama as the Board of
Directors may from time to time appoint or the business may require.

                                 ARTICLE II
                          MEETING OF SHAREHOLDERS

     Section 1. Place of Meetings. - All meetings of the shareholders of the
Corporation shall be held at the office of the Corporation in the Republic of
Panama or at such other place within or outside the Republic of Panama as
shall be specified in the notice thereof or waiver of notice, subject to
Section 4 of this Article.

     Section 2. Annual Meetings.

     (a) Purpose. - Subject to the provisions of Section 1 and 4 of this
Article, an Annual Meeting of the Corporation will be held for the purpose of
electing Directors and transacting such other business as may properly come
before the meeting.

     (b) Time of Annual Meetings. - The annual meeting will be held at the
hour of ten o'clock in the forenoon, on the second Tuesday in June of each
year, or at such other date as may be determined by the Board of Directors and
designated in the notice of meeting.

     Section 3. Special Meetings.

     (a) Purpose. - Special meetings of the shareholders may be called at any
time, and for any purpose whatsoever.

     (b) Persons entitled to call special meetings. - Except as may be
otherwise required by law, and subject to the rights of the holders of any
series of stock having a preference over the common stock of the Corporation
(the "Preferred Stock") with


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respect to such series of Preferred Stock, special meetings of the
shareholders may be called by a majority of the number of directors which the
Corporation would have if there were no vacancies on the Board of Directors
(the "Whole Board").

     (c) Method of Calling Special Meetings. - Upon the calling of a meeting
by the Board of Directors, the officers forthwith shall cause notice to be
given to the shareholders entitled to vote thereat in accordance with Section
4 of this Article.

     (d) Time of Special Meetings. - Special meetings called by the Board of
Directors will be held at the time specified in the notice of meeting.

     (e) Place of Special Meetings. - Special meetings shall be held at such
place as is stated in the notice thereof, subject to Sections 1 and 4 of this
Article.

     (f) Transaction of Business at Special Meetings. - The business of any
special meeting shall be confined to the purpose or purposes stated in the
notice or waiver of notice thereof.

     Section 4. Notice of Meetings.

     (a) Recipients. - Notice of any meeting of the shareholders shall be
given to those entitled to vote at such meeting by the President or the
Secretary or other person charged with that duty.

     (b) Method of notice. - Notice shall be given by the Corporation to the
holders of shares by posting the same in a postage prepaid letter addressed to
each such shareholder at the address therefor in the books and records
maintained by or on behalf of the Corporation, or at his last known address,
or by delivering the same personally, not more than sixty (60) or less that
ten (10) days prior to such meeting.

     (c) Contents of notice. - Notice of any meeting of shareholders shall
specify the place, the day, and the hour of the meeting, and in the case of
special meetings, the purpose or purposes of the meeting.

     (d) Waiver of notice. - All or any of the shareholders may waive notice
of any meeting, before or after the holding of such meeting, and the presence
of a shareholder at any meeting, in person or by proxy, shall be deemed a
waiver of notice thereof by him, unless he objects to the absence of notice at
the commencement thereof.

     (e) Meetings not requiring notice. - Meetings of the shareholders may be
held at any time and place and for any purpose, without notice, when all of
the shareholders entitled to vote at such meetings are present in person or by
proxy or when all of such shareholders waive notice and consent to the holding
of such meeting.


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     (f) Notice following an adjourned meeting. - When a shareholders' meeting
is adjourned for forty-five (45) days or more, notice of the time and place of
reconvening of the meeting shall be given as in the case of an original
meeting. When a meeting is adjourned for less than forty-five (45) days, no
notice need be given of the time and place of reconvening of any adjourned
meeting, if the time and place to which the meeting is adjourned are announced
at the adjourned meeting.

     (g) Except as otherwise provided by law, only such business shall be
conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting unless
timely and due notice of an agenda item is submitted as provided in these
By-Laws. If a shareholder entitled to vote at an annual or special meeting
wishes to present to the Chairman of the Board or the President an item for
consideration as an agenda item for such meeting, he must give timely notice
to the Secretary of the Corporation and give a brief description of the
business desired to be brought before such meeting. To be timely, such
shareholder's notice must be mailed by postage prepaid letter to the principal
executive offices of the Corporation, not less than the fifteenth day
following notice of the meeting being sent by the Corporation, and if less
than twenty-five days' notice of the meeting is given, then at or prior to the
commencement of the meeting.

     Section 5. Quorum of Shareholders.

     (a) Definition. - Except as otherwise provided by law or by the Articles
of Incorporation, the holders of a majority of the combined voting power of
the shares of stock issued and outstanding and entitled to be voted at any
meeting in accordance with Section 7, represented in person or by proxy, shall
constitute a quorum for the transaction of business; except that when
specified business is to be voted on by a class or series voting as a class,
the holders of a majority of the shares of such class or series shall
constitute a quorum of such class or series for the transaction of such
business. Shares shall not be counted to make up a quorum for a meeting if
they are not entitled to vote in the election of directors pursuant to the
Articles of Incorporation or any Preferred Stock Designation (as defined in
the Articles of Incorporation), or if voting of such shares at the meeting has
been enjoined or for any reason they cannot be lawfully voted at the meeting
or they have been acquired in violation of the Articles of Incorporation.

     (b) Loss of quorum. - When a quorum is once present to organize a
meeting, the shareholders present may continue to do business at the meeting
or at any adjournment thereof, for which notice is not required pursuant to
these By-Laws, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.

     (c) Adjournment. - The holders of a majority of the combined voting power
of the shares entitled to vote represented at a meeting, whether or not a
quorum is present, may adjourn such meeting from time to time.


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     (d) Adjournment for lack of quorum. - In the absence of a quorum, the
holders of a majority of the combined voting power of the shares entitled to
vote represented at the time and place at which a meeting shall have been
called, may adjourn the meeting from time to time until a quorum shall be
present.

     (e) Transaction of business at an adjourned meeting. - At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted by a quorum of the shareholders at
the meeting as originally convened.

     Section 6. Determining Shareholders of Record. - The Board of Directors
may fix a time permitted by law as a record date for shares for the
determination of the shareholders entitled to notice of and to vote at any
meeting of the shareholders. The record date so fixed shall not be more than
forty (40) days prior to the date of the meeting. When a record date is so
fixed, only shareholders of record on that date, as recorded in the stock
register in accordance with Article V, Section 3, are entitled to notice of
and to vote at the meeting, notwithstanding any transfer of any shares on the
books of the Corporation after the record date. If the Board of Directors does
not fix such a record date, only persons in whose names shares entitled to
vote on the stock records of the Corporation at ( i ) the close of business on
the day preceding the day on which notice was given or, if such date is more
than forty (40) days prior to the meeting, ( ii ) at the close of business on
the fortieth (40th) day preceding the date of the meeting, are entitled to
vote at the meeting.

     Section 7. Voting.

     (a) Eligibility. - Except as may be otherwise provided in the Articles of
Incorporation and subject to the rights of the holders of any series of
Preferred Stock with respect to such series of Preferred Stock, at all
meetings of the shareholders, each holder of stock of the Corporation having
the right to vote at such meeting shall be entitled to one vote for each such
share standing registered in his name at the time of the closing of the stock
register for said meeting, or if such stock register shall not have been
closed, then for each such share of stock standing registered in his name at
the time fixed by the Board of Directors as prescribed in Article II, Section
6 of these By-Laws. The Corporation shall not vote any treasury shares. Shares
held by an administrator, executor, guardian, conservator, committee, or other
fiduciary except a trustee, may only be voted by him, either in person or by
proxy, after satisfying the Board of Directors that such person is duly
authorized to vote such shares. Shares held by a trustee may be voted by him,
either in person or by proxy, only after the shares have been transferred into
his name as trustee, or into the name of his nominee.

     (b) Manner of Voting. - Subject to the rights of the holders of any
series of Preferred Stock with respect to such series of Preferred Stock, all
resolutions of the shareholders shall be approved by the affirmative vote of
the majority of the combined voting power of the shares present or represented
at a meeting where a quorum is


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present  and  entitled  to vote  thereon,  unless  a  greater  vote is
required by law, the Articles of Incorporation or these By-Laws.

     Section 8. Proxies.

     (a) Eligibility. - Except as may be otherwise provided in the Articles of
Incorporation, each holder of stock shall be entitled to one vote for each
share held by him, either in person or by proxy appointed by an instrument in
writing, subscribed by such shareholder and filed with the Secretary of the
Corporation prior to the meeting, or by a duly authorized attorney-in-fact.

     (b) Term of Proxies. - A proxy shall not be valid after eleven (11)
months from the date of its execution unless a longer period is expressly
provided in the proxy.

     (c) Revocation of proxies. - Any proxy duly executed is not revoked, and
continues in full force and effect, until an instrument revoking it, or a duly
executed proxy bearing a later date, is presented to the meeting. Proxies can
be revoked by the shareholder at any time, unless the appointment form
specifically states otherwise and it is coupled with an interest.

     (d) Suspension of proxies. - Notwithstanding that a valid proxy is
outstanding, the person executing a proxy may suspend the power of the proxy
holder and vote in person if he is present at the meeting and elects to do so.

     Section 9. Conduct of Meetings.

     (a) Presiding Officer. - At every meeting of the shareholders, the
Chairman of the Board, or in his absence, the President, or in their absence,
any Vice-President, or in his absence, any Director, shall call meetings of
the shareholders to order and shall act as chairman of such meetings; but in
the absence of the Chairman of the Board, the President and Vice-Presidents,
or any Director, the Board of Directors may appoint any shareholder to act as
chairman of the meeting and, in default of an appointment by the Board of
Directors of a chairman, the shareholders may elect a chairman to preside at
the meeting.

     (b) Secretary. - The Secretary of the Corporation shall act as secretary
of all meetings of the shareholders in accordance with Article IV, Section 7,
and in his absence the assistant secretary shall serve as secretary in
accordance with Article IV, Section 8, but in their absence the presiding
officer may appoint any person to act as secretary of the meeting.

     (c) Judges of Proxies, Votes and Elections. - The Board of Directors at
its annual meeting may appoint two or more judges of Proxies, Votes and
Elections to serve until the final adjournment of the next annual
shareholders' meeting.


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     Section 10. Action Without Meeting. - Except as otherwise provided by law
or by the Articles of Incorporation and subject to the rights of the holders
of any series of Preferred Stock with respect to such series of Preferred
Stock, the shareholders may not take action by written consent without a
meeting.

                                ARTICLE III

                             BOARD OF DIRECTORS

     Section 1. Powers. - The property and business of the Corporation shall
be managed and controlled by a Board of Directors. The Board shall have in
addition to the powers expressly conferred upon them by the Articles of
Incorporation and by these By-Laws all other powers which are not by statute,
by the Articles of Incorporation or by these By-Laws directed or required to
be exercised by the shareholders.

     Section 2. Number of Directors. - Subject to the rights of holders of any
series of Preferred Stock to elect directors under specified circumstances,
the number of directors shall be fixed from time to time by resolution adopted
by a majority of the Whole Board, provided that such number shall not be less
than seven (7) nor more than seventeen (17). The directors shall be divided,
with respect to the time for which they severally hold office, into three
classes, as nearly equal in size as possible, with the term of office of each
class as set forth in the Articles of Incorporation, and each director shall
hold office until his or her successor shall have been duly elected and
qualified.

     Section 3. Nomination of Directors. - Candidates for director of the
Corporation shall be nominated only either by:

     (i) the Board of Directors or a committee appointed by the board of
Directors, or

     (ii) nomination at any shareholders' meeting or on behalf of any
shareholder entitled to vote thereat; provided, that written notice of such
shareholder's intent to make such nomination or nominations shall have been
given, either by personal delivery or by registered mail, postage prepaid, to
the Secretary of the Corporation (1) with respect to an election to be held at
an annual meeting of the shareholders, or (2) with respect to an election to
be held at a special meeting of the shareholders for the election of
directors, by the close of business on the fifteenth day following the date on
which notice of such special meeting is first sent to the shareholders
entitled to vote thereat or if less than twenty-five days' notice of such
special meeting is so sent, then such nomination shall be timely if given to
the Secretary of the Corporation immediately prior to the commencement of the
meeting. Each such notice by a shareholder shall set forth: (1) the name and
address of the (A) shareholder who intends to make the nomination and (B)
person or persons to be nominated; (2) a representation that the shareholder
is a due and lawful holder of stock of the Corporation entitled to vote at
such meeting and intends to appear in


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person or by proxy at the meeting to nominate the person or persons specified
in the notice; (3) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (4) such other information regarding each nominee
proposed by such shareholder as is set forth on Schedule I to these By-Laws;
and (5) the manually signed consent of each nominee to serve as a director of
the Corporation if so elected. The presiding officer of the meeting of the
shareholders may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedure.

     Section 4. Vacancies. - Subject to the rights of the holders of any
series of Preferred Stock with respect to such series of Preferred Stock and
unless otherwise determined by the Board of Directors, any vacancies occurring
in the Board of Directors, for any reason whatsoever, may be filled for the
unexpired term by the vote of a majority of the remaining Directors, though
less than a quorum.

     Section 5. Place of Meeting. - Any meeting of the Board of Directors may
be held at such places as may be from time to time established by resolution
of the Board, or which may be agreed to in writing by all the Directors of the
Corporation.

     Section 6. Annual Meeting.

     (a) Purpose. - The annual meeting of the Board of Directors shall be held
for the purpose of electing officers and transacting such other business as
may be brought before the meeting.

     (b) Time of meeting. - The annual meeting shall be held each year
immediately following the annual meeting of shareholders.

     Section 7. Regular Meetings. - Regular meetings of the Board may be held
upon such notice, or without notice, as the Board of Directors may by
resolution from time to time determine. The Board of Directors may by
resolution provide for the time and place of other regular meetings and no
notice of such regular meetings need be given.

     Section 8. Special Meetings.

     (a) Purpose. - Special meetings can be held by the Board of Directors for
any purpose whatsoever.

     (b) Persons entitled to call special meetings. - Special meetings of the
Board can be called by the Chairman of the Board, the President, a
Vice-President, or a majority of the Board.


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     (c) Method of calling special meetings. - Upon a valid call for a special
meeting in accordance with section 8 (b) of this article, the Chairman of the
Board, the President, or a Vice-President will cause notice to be given to
each director, either in person, by mail, by telegraph, facsimile or by
electronic mail, at least three (3) days in advance of the proposed meeting
date, stating the time, place and purpose of the meeting.

     (d) Special meetings without notice. - Special meetings of the Board may
be held for any purpose, without notice, whenever all of the Directors are
present, or shall waive notice of and consent to the holding of such meeting
or shall attend such meeting without protesting, at the beginning of such
meeting, the lack of notice thereof.

     Section 9. Telephone Conference Meetings. - Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board or committee by means of telephone
conference or similar communications equipment that enables all persons
participating to hear each other, and participation in a meeting pursuant to
this Section shall constitute presence in person at such meeting. Meetings may
be conducted entirely by telephone conference or by similar communications
equipment.

     Section 10. Quorum.

     (a) Definition. - A whole number of Directors equal to at least a
majority of the Whole Board, shall constitute a quorum for the transaction of
business. The act of a majority of the Directors present in person or by proxy
as provided in the Articles of Incorporation at a meeting at which a quorum is
present shall be the act of the Board of Directors.

     (b) Adjournment for lack of quorum. - In the absence of a quorum, the
Directors present in person or by proxy as provided in the Articles of
Incorporation at the time and place at which the meeting shall have been
called, may adjourn the meeting from time to time, and from place to place
until a quorum shall be present.

     Section 11. Conduct of Meeting.

     (a) Presiding Officer. - At every meeting of the Board of Directors, the
Chairman of the Board of Directors, or in his absence, the President, or in
both their absences, any Vice-President designated by either of the Chairman
of the Board or the President to perform such function, or any other person
chosen by a majority of the Directors present, shall preside.

     (b) Secretary. - The Secretary of the Corporation shall act as Secretary
of the Board of Directors, and in his absence the assistant secretary in
accordance with Article IV, Section 8, but in their absence the presiding
officer may appoint any person to act as Secretary of the meeting.


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     Section 12. Committees.

     (a) Authority to form. - The Board of Directors, by resolution adopted by
a majority of all of the Directors, may designate from among its members an
Executive Committee, and such other committees as it deems necessary or
desirable.

     (b) Scope of committee authority. - Committees created by the Board of
Directors may exercise such authority as is delegated by the Board of
Directors, provided that no committee shall have the authority of the Board of
Directors in reference to (1) an amendment to the By-Laws of the Corporation.
(2) the adoption of a merger or consolidation, (3) the sale, lease, exchange,
pledge, mortgage, transfer in trust or other disposition or encumbrance of all
or a substantial part of the property and assets of the Corporation, (4) a
voluntary dissolution of the Corporation or, to the extent permitted by law, a
revocation thereof, (5) the declaration of dividends, or (6) filling vacancies
on the Board of Directors.

     Section 13. Compensation. - Directors may receive such salary or fees (if
any) for their services, as may be determined from time to time by resolution
of the Board; provided, that nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                 ARTICLE IV
                                  OFFICERS

     Section 1. Designations. - The officers of the Corporation shall consist
of a Chairman of the Board of Directors, a President, one or more
Vice-Presidents, a Secretary and a Treasurer. The Board may also elect such
other officers and agents as may be deemed necessary, who shall have such
authority and perform such duties as may from time to time be prescribed by
the Board. Notwithstanding any other provision of these By-Laws, the
authority, duties or requirements of the officers of the Corporation shall be
as set forth in this Article IV or as otherwise may be prescribed from time to
time by the Board of Directors.

     Section 2. Eligibility. - No officer need be a Director, and any person
may hold two or more offices, but no officer may act in more than one capacity
where action of two or more officers is required.

     Section 3. Term of office.

     (a) Duration. - Officers shall be elected by the Board and shall hold
office for one year, and until their successors are elected.


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     (b) Removal of officers. - Any officer may be removed at any time by the
affirmative vote of a majority of the Board.

     (c) Vacancies. - Vacancies occurring among the officers of the
Corporation shall be filled, and their salaries fixed, by the Board of
Directors.

     Section 4. Chairman of the Board of Directors. - The Chairman of the
Board of Directors shall, if present, preside at all meetings of the Board of
Directors and shareholders, and shall have such other duties as may be
specified by the Board of Directors from time to time.

     Section 5. President. - The President shall be the chief executive
officer of the Corporation and shall be in charge of the day-to-day affairs of
the Corporation, subject to the direction of the Board of Directors. Within
this authority he shall:

     (a) Conduct meetings. - The President shall preside at all meetings of
the shareholders in the absence of the Chairman of the Board of Directors.

     (b) Sign share certificates. - The President or Vice-President shall sign
all certificates of stock of the Corporation, in conjunction with the
Secretary or Assistant Secretary.

     (c) Execute instruments. - The President shall, when authorized by the
Board of Directors, execute, in the name of the Corporation, deeds,
conveyances, notices, leases, checks, drafts, bills of exchange, warrants,
promissory notes, bonds, debentures, contracts, powers of attorney, and other
instruments in writing, and unless the Board of Directors shall order
otherwise by resolution, make such contracts as the ordinary conduct of the
Corporation's business may require.

     (d) Ex-oficio member of committees. - The President shall serve as
ex-oficio member of all committees.

     Section 6. Vice-President. - The Vice-Presidents shall be vested with all
the powers and required to perform all the duties of the President, in the
event of the latter's absence or disability, and also such of said powers and
duties as the President may from time to time delegate to them. They shall
have such other powers and perform such other duties as may be assigned to
them by the Board of Directors.

     Section 7. Secretary. - The Secretary shall be responsible for making and
keeping the corporate records. Within this authority he shall:

     (a) Record minutes. - The Secretary shall attend all meetings of the
shareholders and of the Board of Directors and shall record the votes and
proceedings of said meetings in a book to be kept for that purpose.


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     (b) Maintain custody of corporate records. - The Secretary shall have
charge of such books and papers as properly belong to his office, or as may be
committed to his care by the Board of Directors.

     (c) Maintain custody of stock register. - The Secretary shall have
general charge of the stock register of the Corporation as provided in Article
V, Section 3 of these By-Laws shall prepare or cause to be prepared voting
lists prior to each meeting of shareholders as required by law or these
By-Laws and shall maintain and reconcile the stock register on a quarterly
basis. The Secretary may appoint the transfer agent to carry out any of the
foregoing.

     (d) Sign share certificates. - The Secretary shall sign, with the
President, certificates for shares of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors.

     (e) Issue notice of meetings. - The Secretary shall give and serve
notices of meetings.

     (f) Other duties. - The Secretary shall also perform such other duties as
pertain to his office or as may be required by the Board of Directors or the
President.

     Section 8. Assistant Secretary. - At the request of the Secretary, or in
his absence or disability, the Assistant Secretary, designated by the Board,
shall perform all the duties of the Secretary, and when so acting, he shall
have all the powers of, and be subject to all the restrictions upon, the
Secretary. The Assistant Secretary shall perform such other duties as from
time to time may be assigned to him by the Board of Directors, or the
Secretary.

     Section 9. Treasurer. - The Treasurer shall be responsible for making and
keeping the corporate financial records. Within this authority he shall:

     (a) Maintain custody of corporate funds. - The Treasurer shall have
custody of the corporate funds and securities and shall keep full and accurate
account of receipts and disbursements in books belonging to the Corporation,
and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board of Directors.

     (b) Disburse the corporate funds. - The Treasurer shall disburse the
funds of the Corporation as may be ordered by the Board, or by the duly
authorized officers of the Corporation, taking proper vouchers for such
disbursements.

     (c) Prepare financial reports for the President and Directors. - The
Treasurer shall render to the President or Board of Directors, whenever they
may require it, an


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account of all his transactions as Treasurer and of the financial condition of
the Corporation.

     (d) Prepare financial reports for shareholders. - The Treasurer shall
prepare, or cause to be prepared, the financial statements to be included in
the annual report to shareholders.

     (e) Other duties. - The Treasurer shall perform all the duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him by the Board of Directors.

     Section 10. Assistant Treasurer. - At the request of the Treasurer, or in
his absence or disability, the Assistant Treasurer, designated by the Board,
shall perform all the duties of the Treasurer, and when so acting, he shall
have all the powers of, and be subject to all the restrictions upon, the
Treasurer. The Assistant Treasurer shall perform such other duties as from
time to time may be assigned to him by the Board of Directors, or the
Treasurer.

     Section 11. Auditors. - One or more auditors shall be appointed annually
for the ensuing year by the shareholders at each annual general meeting. The
duties of the auditor shall include:

     (a) Auditing of financial documents. - The auditors shall examine the
books, vouchers and accounts of the Corporation and documents having reference
to the business thereof, such audit to be made at least yearly.

     (b) Financial statements. - The auditors shall prepare the balance sheet
and profit and loss statement of the Corporation and submit them to the Board
as soon after the close of the financial year as possible, and such balance
sheet and profit and loss statement shall be presented to the shareholders at
their annual meeting, and copies thereof sent to all shareholders.

     Section 12. Miscellaneous.

     (a) Signatures. - All checks, drafts or orders for the payment of money,
and all acceptances, bills of exchange and promissory notes shall be signed in
such manner as shall be determined from time to time by the Board of
Directors.

     (b) Officer or Employee Bonds. - Any officer or employee handling funds
shall be bonded by a reputable bonding or insurance company in an amount to be
determined by the Board of Directors, the premium for said bond to be paid by
the Company.


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                                 ARTICLE V
                               CAPITAL STOCK

     Section 1. Certificates of Stock. - Certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
Panamanian law and the Articles of Incorporation of the Corporation, as may be
approved by the Board of Directors, and shall contain a reference to the
inscription of the Corporation in the Mercantile Registry, and be signed by
the Chairman of the Board, the President or any Vice-President and by the
Secretary or any Assistant Secretary of the Corporation. Any or all of the
signatures on a certificate may be by facsimile. In case any officer of the
Corporation, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon such certificate, shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such
certificate may nevertheless be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of
issuance. All certificates of stock shall be consecutively numbered, and shall
include the name of the person(s) owning the share represented thereby,
together with the number of such shares and the date of issue.

     Section 2. Stock Transfer Register.

     (a) Definition. - The Corporation shall keep at the principal office, or
at any office of the Corporation, or at the offices of a transfer agent
appointed for a class of stock, a stock transfer register, showing the names
of the shareholders and their addresses, the number and classes of shares held
by each, the number and date of certificates issued for shares, the amount
paid for such shares (which shall be fully paid and non-assessable), and the
number and date of cancellation of every certificate surrendered for
cancellation. The stock register shall be conclusive evidence as to who are
the registered shareholders entitled to vote at any meeting of the
shareholders.

     (b) Closing of stock register. - The transfer books of the Corporation
may be closed up to forty (40) days prior to the day of the annual or any
special meeting of the shareholders, and may also be closed up to forty (40)
days prior to declaration of a dividend by the Board, during which time no
transfer of stock shall be registered.

     (c) Copies of register. - The Corporation shall keep and maintain copies
of the said stock register but in the event of inconsistencies, the original
stock register shall prevail.

     Section 3. Registered Shareholders. - The Corporation shall be entitled
to treat the holder of record of any share or shares of stock in this
Corporation as the holder in fact thereof, and shall not be bound to recognize
any equitable or other claim to or interest in such shares on the part of any
other person, whether or not it shall have express or other notice thereof.


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     Section 4. Transfers of Shares. - Transfers of stock shall be made on the
books of the Corporation at the request of the holder in person or by
attorney-in-fact, pursuant to authority acceptable to the Board of Directors,
upon the surrender and cancellation of the certificate or certificates for
such shares.

     Section 5. Transfer Agent. - The Board of Directors may appoint a bank or
trust company to assist as the transfer agent or registrar of transfers of
certificates of stock.

     Section 6. Canceled Certificates. - All surrendered certificates of stock
shall be canceled and no new certificate shall be issued until a like
certificate for the same number of shares shall have been surrendered and
cancelled.

     Section 7. Lost Certificates. - Any person claiming a certificate of
stock to be lost or destroyed shall make an affidavit or affirmation of that
fact, whereupon a new certificate may be issued of the same tenor, and for the
same number of shares, as the one alleged to have been lost or destroyed. The
Board of Directors may require a bond or certain other assurances of indemnity
in the amount and manner as determined by the Board of Directors.

     Section 8. Corporate Regulations Concerning Capital Stock. - The Board of
Directors shall have the power and authority to make such rules and
regulations as they may deem expedient governing the issue, transfer and
registration of the certificates for shares of the capital stock of the
Corporation and any other matters deemed appropriate.

     Section 9. Restrictions on Transfers of Shares. - All transfers of shares
are subject to the restrictions provided in the Articles of Incorporation or
any Preferred Stock Designation or by law. Certificates for shares issued by
the Corporation as to which such restrictions are applicable shall bear
legends evidencing such restrictions.

                                 ARTICLE VI
                                 DIVIDENDS

     Section 1. Dividends and Reserves. - Dividends upon the issued and
outstanding stock of the Corporation may be declared at any regular or special
meeting of the Board of Directors.

     Section 2. Stock Dividends. - Subject to the provisions of the Articles
of Incorporation, when the Directors shall so determine, dividends may be paid
in stock of the Corporation; provided the stock requisite for such purpose
shall be authorized and provided, if such stock has not theretofore been
issued, there shall be transferred from


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surplus to the capital of the Corporation an amount at least equal to that for
which such stock could be lawfully issued.

                                ARTICLE VII
                                FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January in each year or as may otherwise be determined by the Board of
Directors.

                                ARTICLE VIII
                              INDEMNIFICATION

     Section 1. Indemnification of Officers and Directors. - The Corporation
shall indemnify any person (including the heirs, executors, administrators or
estate of such person) who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that such person is or was a Director or an officer of the Corporation,
against expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding to the fullest extent and in the manner set
forth in and permitted by the General Corporation Law (Law 32 of 1927) of the
Republic of Panama (the "Corporation Law"), and any other applicable law, as
from time to time in effect. Such indemnification shall include advancement of
expenses in advance of the final disposition of such action, suit or
proceedings, subject to the provisions of any applicable law. Such right of
indemnification shall not be deemed exclusive of any other rights to which
such Director of officer may be entitled apart form the foregoing provisions.
The foregoing provisions of this Section 1 shall be deemed to be a contract
between the Corporation and each Director and officer who serves in such
capacity at any time while this Article VIII and the relevant provisions of
the Corporation Law and other applicable law, if any, are in effect, and any
repeal or modification thereof shall not affect any rights or obligations then
existing with respect to any state of facts then or theretofore existing or
any action, suit or proceeding theretofore or thereafter brought or threatened
based in whole or in part upon any such state of facts.

     Section 2. Indemnification of Other Persons. - The Corporation may
indemnify any person (including the heirs, executors, administrators or estate
of such person) who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that
such person is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or


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other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding to the extent ad in the
manner set forth in and permitted by the Corporation Law, and any other
applicable law, as from time to time in effect. Such right of indemnification
shall not be deemed exclusive of any other rights to which any such person may
be entitled apart from the foregoing provisions.

     Section 3. Insurance. - The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of
Section 1 and 2 of this Article VIII or under the Corporation Law or any other
provision of law.

                                 ARTICLE IX
                                 AMENDMENTS

     These By-Laws may be altered, amended or repealed by the shareholders of
the Corporation by the vote provided for in the Articles of Incorporation.



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