EXHIBIT 3.1


                  RESTATEMENT OF ARTICLES OF INCORPORATION OF
                          PANAMERICAN BEVERAGES, INC.
                             (AS OF MAY 12, 2000)

ARTICLE 1 - NAME

The name of the Corporation is PANAMERICAN BEVERAGES, INC.

ARTICLE 2 - PURPOSES

The purposes of the Corporation are the following:

a.   To engage in and carry on the business of the production, manufacture,
purchase, sale and distribution of beverages of all kinds and to engage in all
similar, allied or supplemental businesses.

b.   To buy, hold, receive and collect the income from, sell, pledge, mortgage
or otherwise encumber or dispose of real and personal property of any and all
types and kinds including, without limitation, shares of stock or other
interests or rights of participation in other enterprises, companies or
corporations, bonds, debentures, notes or other evidences of indebtedness or
obligations of other enterprises, companies or persons, legal or physical,
whether or not such property shall be necessary to the conduct of the business
operations of the Corporation.

c.   To do all things necessary for or incidental to the accomplishment of the
objects enumerated in these Articles of Incorporation or any amendment thereof
or necessary or incidental to the protection and benefit of the Corporation.

d.   Generally to engage in, carry on and conduct any lawful act or activity for
which corporations may be organized under the Corporation Law of the Republic
of Panama.

The foregoing clauses shall be construed both as objects and powers, and it is
hereby expressly provided that the foregoing enumeration of specific powers
shall not be held to limit or restrict in any manner the powers of the
Corporation, and are in furtherance of, and in addition to, and not in
limitation of the general powers conferred by the laws of the Republic of
Panama.


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ARTICLE 3 - NUMBER OF SHARES

1.   The total number of shares of all classes of stock which the Corporation
     shall have authority to issue is 600,000,000 shares, with an aggregate
     par value of U.S.$6,000,000 (six million U.S. Cy.). The classes and
     aggregate number of shares of stock of each class which the Corporation
     shall have authority to issue are as follows:

     (a)  500,000,000 shares of Class A Common Stock, U.S.$.01 (one cent
          U.S. Cy.) par value per share (hereinafter, the "Class A Common
          Stock").

     (b)  50,000,000 shares of Class B Common Stock, U.S.$.01 (one cent
          U.S. Cy.) par value per share (hereinafter, the "Class B Common
          Stock").

     (c)  50,000,000 shares of Preferred Stock, U.S.$.01 (one cent U.S. Cy.)
          par value per share (hereinafter, the "Preferred Stock").

2.   It is recognized and declared that each original share of Common Stock,
     U.S.$0.10 (ten cents U.S. Cy.) par value per share (the "Original Common
     Stock"), outstanding as of the Record Date (as hereinafter defined), was
     without any further act, converted into five shares of Class A Common
     Stock and one share of Class B Common Stock. Before April 30, 1993, the
     Corporation caused to be advertised in a newspaper of general circulation
     in the City of Panama and in an edition of The Wall Street Journal, and
     mailed to each holder of shares of Original Common Stock in nominative or
     bearer form as of the Record Date at the address provided by such holder
     on the books and records of the Corporation, notice that such shares of
     Original Common Stock had been canceled and are void. Subject to the
     provisions contained herein, on or before April 30, 1993, the transfer
     agent for the stock of the Corporation mailed to each holder of shares of
     Original Common Stock as of the Record Date, certificates for the shares
     of Class A Common Stock and Class B Common Stock to which such holder was
     entitled at the address provided by such holder on the books and records
     of the Corporation. The Board of Directors of the Corporation is
     expressly authorized to provide for the issue of any of all shares of
     Class A Common Stock and Class B Common Stock and to specify rules and
     regulations concerning issuance and transfer of such shares including
     without limitation the forms and certifications which must be duly and
     timely completed to establish the entitlement to certificates for shares
     of Class A Common Stock and Class B Common Stock.

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ARTICLE 4 - POWERS AND RIGHTS OF THE CLASS A COMMON STOCK AND THE CLASS B
COMMON STOCK

     A. Voting Rights and Powers.

          (i) Except as otherwise provided by law or as otherwise provided in
these Articles of Incorporation or any Preferred Stock Designation (as
hereinafter defined), with respect to all matters upon which shareholders are
entitled to vote or to which shareholders are entitled to give consent, each
share of Class B Common Stock shall entitle the record holder thereof to one
vote at any meeting in person or by proxy, provided that such proxy is
designated by the Board of Directors of the Corporation or is a Qualifying
Transferee (as hereinafter defined) of such share (determined as if such share
had been transferred to such proxy immediately prior to the record date for
such meeting).

          (ii) Except as otherwise provided in these Articles of
Incorporation, at all times prior to the Conversion Date (as hereinafter
defined), each share of the Class A Common Stock shall not entitle the record
holder thereof to vote on any matter. As of and after the Conversion Date,
except as otherwise provided by law or as otherwise provided in these Articles
of Incorporation or any Preferred Stock Designation, each share of Class A
Common Stock shall entitle the record holder thereof to one vote at any
meeting in person or by proxy.

     B. Dividends and Distributions. Except as otherwise provided in these
Articles of Incorporation, holders of Class A Common Stock and Class B Common
Stock shall be entitled to such dividends and other distributions in cash,
stock or property of the Corporation as may be declared thereon by the Board
of Directors from time to time out of assets or funds of the Corporation
legally available therefor, provided, however, that in no event may the rate
of any dividend payable on outstanding shares of Class B Common Stock be
greater than the dividend rate payable on outstanding shares of Class A Common
Stock, or vice versa. All dividends and distributions on the Class A Common
Stock payable in stock of the Corporation shall be made in shares of Class A
Common Stock and all dividends and distributions on the Class B Common Stock
payable in stock of the Corporation shall be made at the same dividend rate
per share either in shares of Class B Common Stock or shares of Class A Common
Stock as determined by the Board of Directors. In no event will shares of
either Class A Common Stock or Class B Common Stock be split, divided or
combined unless the other such class is also split, divided or combined at the
same rate per share.

     C. Other Rights. Except as otherwise required by law or as otherwise
provided in these Articles of Incorporation, each share of Class A Common
Stock and each share of Class B Common Stock shall have identical powers,
preferences and rights, including rights in liquidation.

     D. Conversion.

          (i) Subject to the terms and conditions of this Section D, each
share of Class B Common Stock shall be convertible at any time or from time to
time, at the

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option of the respective holder thereof, at the office of the transfer agent
for the Class A Common Stock or at such other place as the Board of Directors
may designate, into one (1) fully-paid and nonassessable share of Class A
Common Stock. In order to convert Class B Common Stock into Class A Common
Stock, the holder thereof shall (a) surrender the certificate or certificates
for such Class B Common Stock at the office of said transfer agent (or other
place as provided above), which certificate or certificates, if the
Corporation shall so request, shall be duly endorsed to the Corporation or in
blank or accompanied by proper instruments of transfer to the Corporation
(such endorsements or instruments of transfer to be in form satisfactory to
the Corporation) and (b) give written notice to the Corporation that such
holder elects to convert said Class B Common Stock, which notice shall state
the name or names in which such holder wishes the certificate or certificates
for Class A Common Stock to be issued. The Corporation will issue and deliver
at the office of said transfer agent (or other place as provided above) to the
person for whose account such Class B Common Stock was so surrendered, or to
his nominee or nominees, a certificate or certificates for the number of
shares of Class A Common Stock to which such holder shall be entitled as soon
as practicable after such deposit of a certificate or certificates of Class B
Common Stock, accompanied by the requisite written notice. Such conversion
shall be deemed to have been made as of the date of such surrender of the
Class B Common Stock to be converted; and the person or persons entitled to
receive the Class A Common Stock issuable upon conversion of such Class B
Common Stock shall be treated for all purposes as the record holder or holders
of such Class A Common Stock on such date.

          (ii) At the close of business on the Conversion Date, each
outstanding share of Class B Common Stock shall automatically, without any
further action, convert into one share of Class A Common Stock. The term
"Conversion Date" shall mean the tenth (10th) day following such date as the
Board of Directors shall have determined that the number of shares of Class B
Common Stock outstanding is less than 1,900,000 or such other number as may be
determined from time to time by the Board of Directors (the "Conversion
Number"). The Board of Directors may increase or decrease the Conversion
Number at any time, including retroactively within ten (10) days following
such date as the Board shall have determined that the number of shares of
Class B Common Stock outstanding is less than the then established Conversion
Number, provided that the Board shall have determined, in the exercise of its
business judgment, that such increase or decrease would be in the best
interest of the Corporation's shareholders generally.

          (iii) In the event of a transfer (as hereinafter defined) of any
share of Class B Common Stock to any person other than a Qualifying Transferee
of such share, such share of Class B Common Stock shall automatically, without
any further action, convert into one share of Class A Common Stock.

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               (a) If the Initial Holder of any share of Class B Common Stock
was a natural person, the term "Qualifying Transferee" with respect to such
share shall mean:

                    (1) Such person, the spouse of such person, any lineal
               descendant (as hereinafter defined) of such person and the
               spouse of any lineal descendant of such person;

                    (2) A controlled charitable organization (as hereinafter
               defined);

                    (3) A corporation or partnership which is controlled (as
               hereinafter defined) by one or more of the persons described in
               clause (1) above;

                    (4) A trust (including a voting trust) (A) that is held
               for the primary benefit of one or more of the persons described
               in clause (1), (2) or (3) above and (B) a majority of the
               trustees of which are (i) one or more of the persons described
               in clause (1) above, (ii) one or more practicing attorneys
               acting as the personal attorney or attorneys for one or more of
               such persons and/or (iii) a commercial bank or trust company
               regularly engaged in the business of acting as a trustee and
               having net capital in excess of U.S.$100 million; or

                    (5) The estate of any person described in clause (1)
               above, provided that a majority of the executors or
               administrators of such estate are (i) one or more of the
               persons described in clause (l) above, (ii) one or more
               practicing attorneys acting (or who acted) as the personal
               attorney or attorneys for one or more of such persons and/or
               (iii) a commercial bank or trust company regularly engaged in
               the business of acting as an executor or administrator and
               having net capital in excess of U.S.$100 million.

               (b) If the initial Holder of any share of Class B Common Stock
was a trust (other that a trust described in paragraph (c) below), the term
"Qualifying Transferee" with respect to such share shall mean:

                    (1) The person who transferred to such trust the share of
               Original Common Stock which was converted into such share of
               Class B Common Stock; or, if the Initial Date (as hereinafter

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               defined) with respect to such share is after the Record Date,
               the settlor of such trust; or

                    (2) any Qualifying Transferee of such share determined as
               if such transferor or settlor had been the Initial Holder of
               such share.

               (c) If the Initial Holder of any share of Class B Common Stock
was a trust which was irrevocable (as hereinafter defined) on the Initial
Date, the term "Qualifying Transferee" with respect to such share shall mean:

                    (1) the person who transferred to such trust the share of
               Original Common Stock which was converted into such share of
               Class B Common Stock or, if the Initial Date with respect to
               such share is after the Record Date, the settler of such trust;

                    (2) any beneficiary of such trust on the Initial Date to
               whom or for whose benefit the income or principal could be
               distributed either during or at the end of the term of such
               trust (other than through the exercise of a power of
               appointment, unless such power of appointment is limited to the
               descendants, issue or children of the holder of such power); or

                    (3) any Qualifying Transferee of such share determined as
               if such transferor or settler and each such beneficiary had
               been an Initial Holder of such share.

               (d) If the Initial Holder of any share of Class B Common Stock
was a corporation or partnership, the term "Qualifying Transferee" with
respect to such share shall mean:

                    (1) each shareholder of such corporation or partner of
               such partnership on the Initial Date, provided, however, that
               each such person shall be a Qualifying Transferee pursuant to
               this clause (1) only with respect to such person's pro rata
               portion of the shares held by such corporation or partnership
               on the Initial Date (based on such person's ownership interest
               in such corporation or partnership on such date); or

                    (2) with respect to that number of shares as to which such
               shareholder or partner is a Qualifying Transferee pursuant to
               clause (1) above, any Qualifying Transferee of such shares

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               determined as if such shareholder or partner had been the
               Initial Holder of such shares.

               (e) If the Initial Holder of any share of Class B Common Stock
is the executor or administrator of the estate of a deceased, disabled or
incompetent person or the guardian or conservator of the estate of a bankrupt
or insolvent person, the term "Qualifying Transferee" shall mean any
Qualifying Transferee of such share determined pursuant to paragraph (a)
hereof as if such deceased, disable, incompetent, bankrupt or insolvent person
had been the Initial Holder of such share.

               (f) For purposes of these Articles of Incorporation:

                    (1) The "Initial Holder" with respect to any share of
Class B Common Stock shall be the person who as of the Initial Date was the
registered holder of the share of Original Common Stock that was converted
into such share of Class B Common Stock, or if such share of Original Common
Stock was in bearer form, the person who was entitled to receive dividends on
such share of Original Common Stock on the Record Date as reflected on the
books and records of the Corporation. The "Initial Holder" with respect to any
share of Class B Common Stock first issued after the initial issuance of
shares of Class B Common Stock pursuant to the conversion of the Original
Common Stock, shall be the person in whose name such share of Class B Common
Stock shall first be registered. For purposes hereof, each joint owner of a
share of Original Common Stock or Class B Common Stock shall independently be
considered a holder of such share. Unless otherwise specified, the term
"person" means both natural persons and legal entities.

                    (2) The term "transfer" shall mean any sale, transfer
(including a transfer made in whole or in part without consideration as a
gift), exchange, assignment, pledge, encumbrance, alienation or any other
disposition or hypothecation of record or beneficial ownership (as hereinafter
defined) of any share. If the Initial Holder of any shares of Class B Common
Stock was a corporation having one hundred (100) or more holders of record of
capital stock on the Initial Date (a "Widely-Held Corporation") or an 80% -
owned subsidiary of any such corporation, the term "transfer" shall not
include any transfer of any or all of such shares to such Widely-Held
Corporation or to an 80%-owned subsidiary of such corporation. For purposes
hereof, the term "80%-owned subsidiary" shall mean a corporation of which a
Widely-Held Corporation owns, directly or indirectly, eighty percent (80%) or
more of the combined voting power and value of the outstanding capital stock
of such corporation.

                    (3) In the case of any change of control (as hereinafter
defined) of any corporation, partnership, trust or estate holding any share of
Class B Common Stock, such entity shall be deemed to have transferred such
share to itself as a


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new transferee upon such change of control. The term "change of control" shall
mean (A) in the case of a corporation (other than a corporation described in
clause (B) below), such time as (x) a majority of the members of the board of
directors shall not have been members of the board of directors of such
corporation on the Initial Date (or persons described in paragraph (a) (1)
hereof with respect to such members) or (y) the beneficial owners of the
outstanding capital stock of such corporation shall not have been the
beneficial owners of eighty percent (80%) or more of the combined voting power
and value of the outstanding capital stock of such corporation on the Initial
Date (or persons described in paragraph (a) hereof with respect to such
owners); (B) in the case of a Widely-Held Corporation or an 80%-owned
subsidiary of such corporation, (x) any sale, lease, exchange, transfer or
other disposition of all or substantially all of the assets of such
corporation or such subsidiary, as the case may be, to any person other than
such corporation or an 80%-owned subsidiary of such corporation of (y) any
merger or consolidation of such corporation or such subsidiary, as the case
may be, with or into another entity as a result of which the shareholders of
such corporation or such subsidiary, as the case may be, immediately prior to
such merger or consolidation own, directly or indirectly, less than eighty
percent (80%) of the combined voting power or value of the outstanding capital
stock of the surviving entity in such merger or consolidation; (C) in the case
of a partnership, such time as the general or limited partners, respectively,
of such partnership shall not have been the beneficial owners of eighty
percent (80%) or more by value of the general or limited partnership
interests, respectively, of such partnership on the Initial Date (or persons
described in paragraph (a) hereof with respect to such owners); (D) in the
case of a trust, any change in the trustees or beneficiaries of such trust; or
(E) in the case of an estate, any change in the executors or administrators of
such estate, except, in the case of clauses (A) through (E) above, any such
change pursuant to the provisions of an agreement or other document in
existence on, and which shall not have been amended or modified after, the
Initial Date.

                    (4) A person shall be deemed the "beneficial owner " of,
and to "beneficially own" and to have "beneficial ownership" of, any share (A)
which such person has the power to vote or dispose, or to direct the voting or
disposition of, directly or indirectly, through any agreement, arrangement or
understanding (written or oral) for the purpose of acquiring, holding, voting
or disposing of such shares, or (B) which such person has the right to acquire
(whether such right is exercisable immediately or only after the passage of
time) pursuant to any agreement, arrangement or understanding (written or
oral), or upon the exercise of conversion rights, exchange rights, warrants or
options, or otherwise.

                    (5) A corporation or partnership which is the proposed
transferee of any share of Class B Common Stock pursuant to paragraph (a)
hereof shall be deemed to be "controlled" if (but only if) one or more of the
persons described in clause (1), (2), (3) or (4) of paragraph (a) hereof with
respect to such share


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(A) constitute a majority of the members of the board of directors and own,
directly or indirectly, eighty percent (80%) or more of the combined voting
power and value of the outstanding capital stock of such corporation of (B)
own, directly or indirectly, eighty percent (80%) or more by value of the
general and limited partnership interests of such partnership.

                    (6) The term "descendant" with respect to any person shall
mean and include the blood descendants of such person. In addition, a person
adopted pursuant to a qualifying adoption shall have the same status and
benefits, and all relationships to or through such person shall be determined
in the same manner, as if such person were a child of the blood of such
person's adoptive parent or parents rather than of such person's natural
parents. For purposes hereof, a "qualifying adoption" of a person shall have
occurred solely if a decree or order of adoption shall have been made by a
duly constituted court or other authority authorized by law to effect
adoptions prior to such person attaining the age of seven (7) years.

                    (7) The term "controlled charitable organization" shall
mean any trust, fund or foundation (x) organized and operated exclusively for
religious, charitable, scientific, testing for public safety, literary, or
educational purposes, no part of the assets or net earnings of which may inure
to the benefit of any shareholder (which is not itself a charitable
organization) or individual and (y) a majority of the trustees or members of
the board of directors of which are persons described in clause (1) of
paragraph (a) hereof with respect to the shares transferred to such trust,
fund or foundation.

                    (8) A trust shall be deemed to be "irrevocable" if such
trust is not revocable at any time after the Initial Date by the person or
persons who established such trust except with the consent of any person
having a substantial beneficial interest in such trust who would be adversely
affected by any revocation of such trust.

                    (9) Any share of stock held or received at any time by a
custodian under a Uniform Gifts to Minors Act account (or similar account)
shall be deemed for purposes hereof to be received or held by the minor for
whose benefit such account was established.

                    (10) The term "Record Date" shall mean March 6, 1993, the
date for determining the shareholders entitled to notice of and to vote at the
Special Meeting of Shareholders of the Corporation at which the provisions of
this Article 4 were first adopted. The term "Initial Date" with respect to any
share of Class B Common Stock shall mean the Record Date or, if such share
shall first be issued after the initial issuance of shares of Class B Common
Stock pursuant to the conversion of


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the Original Common Stock, the date on which such share of Class B Common
Stock shall first be issued.

               (g) Notwithstanding anything to the contrary contained herein,
any Additional Qualifying Transferee (as hereinafter defined) or other person
who shall acquire any share of Class B Common Stock in accordance with the
provisions of Section (iv) of this Article 4D shall be a Qualifying Transferee
of such share. In addition, any person who would be a Qualifying Transferee of
such share determined as if such Additional Qualifying Transferee or other
person had been the Initial Holder of such share, shall be a Qualifying
Transferee of such share of Class B Common Stock.

               (h) Notwithstanding anything to the contrary contained herein,
shares of Class B Common Stock pledged to a bona fide pledgee who has no power
to vote or to direct the vote of the pledged shares of Class B Common Stock
will not be converted into Class A Common Stock prior to foreclosure or other
similar action by the pledgee.

               (i) Notwithstanding anything to the contrary contained herein,
the following shall be Qualifying Transferees of any and all shares of Class B
Common Stock: (x) the Corporation and each of its direct or indirect
majority-owned subsidiaries and any employee or director benefit plan
sponsored by the Corporation, and (y) the trust created pursuant to that
certain Voting Trust and Standstill Agreement dated as of January 11, 1993
among Mr. Newton W. Thomas and Lt. Gen. Donald Colin Mackenzie, and certain
shareholders parties thereto, as such may be amended or supplemented from time
to time, and any corporation, partnership or trust established by persons
beneficially owning a majority of the shares of Original Common Stock subject
to the above-referenced Voting Trust as of the Record Date (hereinafter the
"Voting Trust").

               (j) Notwithstanding anything to the contrary contained herein,
(x) any transfer of a voting trust certificate in accordance with the Voting
Trust shall not be deemed a transfer of the shares of Class B Common Stock
represented by such voting trust certificate and (y) any current or future
holder of a voting trust certificate in accordance with the Voting Trust who
shall acquire any share of Class B Common Stock pursuant to the terms of the
Voting Trust shall be a Qualifying Transferee of such share. In addition, any
person who would be a Qualifying Transferee of such share determined as if
such current or future holder had been the Initial Holder of such share, shall
be a Qualifying Transferee of such share of Class B Common Stock.

               (k) The Board of Directors of the Corporation or its appointed
agent shall have the power to determine, in good faith after reasonable
inquiry, whether any share of Class B Common Stock has been transferred and
the date of such transfer. The Board of Directors may, in its discretion from
time to time or as a condition to the transfer or the registration of transfer
of shares of Class B Common Stock, require the holder of such shares to
furnish such affidavits or other proof as it deems necessary to determine
whether the record or beneficial owner or the purported or proposed transferee
of such shares is or continues to be a Qualifying Transferee or an Additional


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Qualifying Transferee. Failure by any such holder promptly to comply with any
request by the Board for such proof shall result in the suspension of the
power to vote such shares until such time as the Board shall determine that
such holder has complied with such request. The Board of Directors of the
Corporation shall have the further power to interpret all the terms and
provisions of this Article 4.

     (iv) (a) If any holder of shares of Class B Common Stock shall desire to
transfer any shares of Class B Common Stock to an Additional Qualifying
Transferee pursuant to a bona fide offer to purchase such shares, such holder
shall first offer such shares to the Corporation by delivering prior written
notice (the "First Refusal Notice") to the Secretary of the Corporation
setting forth in reasonable detail the number of shares of Class B Common
Stock such holder desires to transfer, the identity of the Additional
Qualifying Transferee to whom such holder shall desire to transfer such shares
(the "Proposed Additional Transferee"), the price at which such holder
proposes to transfer such shares (the "Offer Price"), and the other material
terms and conditions of the proposed transfer (the "Offer Terms"). The receipt
of such First Refusal Notice shall constitute the granting by such holder to
the Corporation of an irrevocable option (the "First Refusal Option") to
purchase such shares at the Offer Price and on the Offer Terms. The First
Refusal Option shall be exercisable by the Corporation, or, subject to the
provisions of paragraph (b) hereof, by any third party to which the
Corporation shall assign the First Refusal Option, in whole or in part, within
one hundred eighty (180) days of receipt by the Corporation of the First
Refusal Notice (or until such time as the Corporation shall have notified such
holder in writing of its determination not to exercise or assign the First
Refusal Option), by delivery to such holder of a notice of exercise setting
forth the number of shares of Class B Common Stock as to which the First
Refusal Option shall be exercised. If the First Refusal Option shall be
properly exercised by the Corporation (or any such assignee) with respect to
any shares of Class B Common Stock, the holder of such shares shall sell such
shares at the Offer Price and on the Offer Terms to the Corporation (or such
assignee); provided, however, that the consummation of such sale shall take
place not fewer than thirty (30) days nor more than sixty (60) days after the
date of exercise. If all notices required to be given have been duly given and
if any portion of the First Refusal Option shall not have been exercised, then
the holder shall have the right, for a period of ninety (90) days from the
date on which the First Refusal Option shall have expired, to transfer the
shares represented by such unexercised portion of the First Refusal Option to
the Proposed Additional Transferee at the Offer Price and on the Offer Terms.

          (b) Notwithstanding anything to the contrary contained herein, the
Corporation shall not assign any portion of the First Refusal Option to any
person unless the Board of Directors shall have determined, in the exercise of
its business judgment, that such assignment would be in the best interest of
the Corporation's shareholders generally.


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          (c) The term "Additional Qualifying Transferee" with respect to any
share of Class B Common Stock shall mean each person (not otherwise meeting
the definition of Qualifying Transferee with respect to such share) who would
be a Qualifying Transferee of such share within the meaning of Article 4D
(iii) if clause (1) of paragraph (a) thereof were expanded to include the
following: such person, the spouse of such person, any lineal descendant of
any grandparent of such person or the spouse of any lineal descendant of any
grandparent of such person.

     (v) The issuance of a certificate for shares of Class A Common Stock upon
conversion of shares of Class B Common Stock shall be made without charge for
any stamp or other similar tax in respect of such issuance. However, if any
such certificate is to be issued in a name other than that of the holder of
the shares of Class B Common Stock converted, the person or persons requesting
the issuance thereof shall pay to the Corporation the amount of any tax which
may be payable in respect of any transfer involved in such issuance or shall
establish to the satisfaction of the Corporation that such tax has been paid
or is not required to be paid.

     (vi) The Corporation shall at all times reserve and keep available,
solely for the purpose of issue upon conversion of the outstanding shares of
Class B Common Stock, such number of shares of Class A Common Stock as shall
be issuable upon the conversion of all such outstanding shares.

     (vii) Shares of Class B Common Stock converted into shares of Class A
Common Stock shall be retired and shall have the status of authorized but
unissued shares of Class B Common Stock until the Conversion Date, at which
time all authorized but unissued shares of Class B Common Stock shall be
converted into authorized but unissued shares of Class A Common Stock.

     E. Miscellaneous

          (i) Shares of Class A Common Stock and Class B Common Stock may only
be issued in registered form.

          (ii) Except as otherwise provided in any Preferred Stock
Designation, no shares of stock of the Corporation shall give the holders
thereof any preemptive or other right to subscribe for or to purchase any
additional shares of the Corporation which are issued or sold by the
Corporation.

ARTICLE 5 - PREFERRED STOCK

The Board of Directors is expressly authorized to provide for the issue of any
or all shares of the Preferred Stock, in one or more series, and to fix for
each such series


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such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative participating, optional or other
special rights and such qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions adopted by
the Board of Directors providing for the issue of such series (a "Preferred
Stock Designation") and as may be permitted by the law of the Republic of
Panama.

ARTICLE 6 - SHAREHOLDERS' LIABILITY

The liability of the shareholders shall be limited to the amount unpaid on
their shares and no share shall be issued until fully paid. The shareholders
shall not thereafter be subject to further call or assessment for any purpose.

ARTICLE 7 - CORPORATE DOMICILE AND RESIDENT AGENT

The domicile of the Corporation is in the Republic of Panama. The name and
address of its resident agent is the firm of Arias, Fabrega & Fabrega with
address at Plaza Bancomer Building, 50th Street, Panama, Republic of Panama.
The original subscribers to the Articles of Incorporation of this Corporation,
each of whom agreed to accept one share, were Vicente Saenz and Sydney Jocelyn
Williams.

ARTICLE 8 - DIRECTORS

The number of directors of the Corporation shall be not less than (7) nor more
than seventeen (17). The names and addresses of the current directors are as
follows:

NAMES:                            ADDRESSES:
Gustavo A. Cisneros               Highgate Properties, Inc.
                                  36 East 61st. Street.  New York, NY  10021

Oswaldo Cisneros                  Telcel Celular C.A.
                                  Francisco de Miranda
                                  Edificio Parque Cristal Torre Oeste
                                  Piso 14 Los Palos Grandes
                                  Caracas 1060 Venezuela

William G. Cooling                77 Five Mile River Road
                                  Darien CT  06820

Luiz Fernando Furlan              Sadia S.A.
                                  Rua Fortunato Ferraz. 365-2 andar
                                  Vila Anastacio, 05093, SP, Brazil

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James M. Gwynn                    2305 Barton Creek Blvd. 32
                                  The Fairways Austin TX 78735

Timothy J. Haas                   The Coca-Cola Company
                                  310 North Avenue NW
                                  Atlanta GA 30313

Alejandro Jimenez Fonseca         701 Waterford Way, 8th Floor
                                  Miami, Florida 33126

Henry A. Schimberg                750 Dalrymple Road D-3, Atlanta, GA
                                  30328

D. Colin Mackenzie                2021 Laurel Oak Lane
                                  Palm City, FL 34990 or
                                  130 Dufferin Rd. Ottawa, Ontario
                                  Canada K1M 2A6

Wade T. Mitchell                  507 Arden At Argonne, NW
                                  Atlanta GA 30305


Francisco Sanchez Loaeza          701 Waterford Way, 8th Floor
                                  Miami, Florida 33126

Houston Staton                    Ave. Principal de los Samanes, Piso 1,
                                  Of. 1-G Centro Profesional Los
                                  Samanes, Caracas, Venezuela

Stuart A. Staton                  2665 Bay Shore Drive, Suite 1102
                                  Miami, FL 33133

Woods W. Staton Welten            McDonald's Argentina
                                  Arcos Dorados, S.A.
                                  R. Saenz Pena 432, 1636 Olivos
                                  Buenos Aires, Argentina

Subject to the rights of the holders of any series of Preferred Stock to elect
directors under specified circumstances, the number of directors shall be
fixed from time to time exclusively by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of directors which the
Corporation would have if there are no vacancies (the "Whole Board"). Since
the date of the 1993 annual meeting of

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shareholders, the directors, other than those who may be elected by the
holders of any series of Preferred Stock under specified circumstances, have
been divided, with respect to the time for which they severally hold office,
into three classes, as nearly equal in number as possible, with the term of
office of the first class having originally expired at the 1994 annual meeting
of shareholders, the term of office of the second class having originally
expired at the 1995 annual meeting of shareholders and the terms of office of
the third class having originally expired at the 1996 annual meeting of
shareholders, with each director to hold office until his or her successor
shall have been duly elected and qualified. At each annual meeting of
shareholders, commencing with the 1994 annual meeting, directors elected to
succeed those directors whose terms then expire shall be elected for a term of
office to expire at the third succeeding annual meeting of shareholders after
their election, with each director to hold office until his or her successor
shall have been duly elected and qualified.

Subject to the rights of the holders of any series of Preferred Stock with
respect to such series of Preferred Stock, and unless the Board of Directors
otherwise determines, newly created directorships resulting from any increase
in the authorized number of directors or any vacancies on the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause other than expiration of term shall be
filled only by a majority vote of the directors then in office, though less
than a quorum, and directors so chosen shall hold office for a term expiring
at the annual meeting of shareholders at which the term of office of the class
to which they have been elected expires and until such director's successor
shall have been duly elected and qualified. No decrease in the number of
authorized directors constituting the entire Board of Directors shall shorten
the term of any incumbent director.

The powers of the Corporation shall be exercised by the Board of Directors
except such as are by law or by the Articles of Incorporation or the By-Laws
conferred upon or reserved to the shareholders.

No contract or transaction between this Corporation and one or more of its
directors or any other association, firm, entity or corporation shall be void
or voidable, by virtue of the fact that any of the directors or officers of
this Corporation are interested in or are directors or officers of such other
association, firm, entity or corporation and any director or officer of this
Corporation individually may be a party to, or may be interested in any such
contract or transaction of this Corporation, if:

     (i) The fact of such relationship or interest is disclosed or known to
the Board of Directors or a committee thereof, which authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consent of such interested directors;

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<PAGE>


     (ii) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and the holders of a majority of the
combined voting power of the outstanding shares entitled to vote authorize,
approve or ratify such contract or transaction by vote or written consent; or

     (iii) The contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Board of Directors or a
committee thereof including the vote or consent of the interested directors.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.

The directors may manage and administer the affairs of the Corporation in all
things and may make or cause to be made, on behalf of the Corporation,
contracts and agreements of any sort or description which the Corporation may
enter into. The directors shall be entitled, by power of attorney or
otherwise, to delegate any of their powers, except their power to exercise a
general oversight over the Corporation's business. At any meeting of the
directors, any director may be represented and vote by proxy (who must be
another director) appointed by an instrument in writing, public or private,
without power of substitution.

To the fullest extent permitted by Panamanian law, a director of the
Corporation shall not be personally liable to the Corporation, the
shareholders of the Corporation or any third party for damages, monetary or
otherwise, for breach of duty as a director. If the General Corporation Law of
the Republic of Panama or any other applicable law is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General
Corporation Law or such other law, as so amended. Any repeal or modification
of this provision by the shareholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at
the time of such repeal or modification.

ARTICLE 9 - DURATION

The duration of the Corporation is to be perpetual.

ARTICLE 10 - SALE OR OTHER DISPOSITION OF ASSETS

If authorized by the affirmative vote of the holders of a majority of the
combined voting power of the outstanding shares entitled to vote thereon, the
Corporation may by appropriate action taken at any meeting of its Board of
Directors, sell, lease, exchange, transfer in trust, pledge, mortgage or
otherwise encumber or dispose of all or

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<PAGE>


substantially all of its assets and property including its good will and
corporate franchises upon such terms and conditions and for such consideration
as its Board of Directors may deem expedient.

ARTICLE 11 - DISSOLUTION

If the Board of Directors deems it advisable at any time that this Corporation
be dissolved, the Board of Directors within ten (10) days after the adoption
of a resolution to that effect by a majority of the Board of Directors at any
meeting called for that purpose, shall cause notice of the adoption of such
resolution to be given to the shareholders entitled to vote thereon, and a
meeting of such shareholders shall then be called for the purpose of taking
action by the holders of a majority of the combined voting power of the
outstanding shares entitled to vote thereon present in person or by proxy to
approve the resolution adopted by the Board of Directors. This Corporation
may, however, in the manner prescribed by law, be dissolved at any time
without such meetings upon the written consent of all the holders of all the
shares entitled to vote thereon or by their duly appointed proxies.

ARTICLE 12 - AMENDMENTS

In addition to any affirmative vote of any particular class or series of stock
of the Corporation required by law, these Articles of Incorporation or any
Preferred Stock Designation, the affirmative vote of not less than eighty
percent (80%) of the combined voting power of the issued and outstanding
shares entitled to vote thereon shall be required to alter, amend or repeal,
or adopt any provisions inconsistent with, the provisions set forth in these
Articles of Incorporation or the By-Laws; provided, however, that if the Board
of Directors shall by a majority vote have adopted a resolution approving the
proposal to so alter, amend or repeal, or adopt provisions inconsistent with,
any provision of these Articles of Incorporation or the By-Laws and have
recommended such action for approval by the holders of shares entitled to vote
thereon, then the vote required shall be the affirmative vote of the holders
of a majority of the combined voting power of the issued and outstanding
shares entitled to vote thereon. Subject to the foregoing, any provision
contained in these Articles of Incorporation or the By-Laws of the Corporation
may be altered, amended or repealed and any provision inconsistent therewith
may be adopted in the manner aforesaid, including, without limitation, any
provision with respect to the number of shares of any class of stock
authorized or issued and outstanding (including any new classes of stock) or
the designations, rights, privileges, preferences, voting powers,
restrictions, conversion features or qualifications of any of the classes of
stock of the Corporation, and all rights and obligations of shareholders,
directors, officers, agents and other persons, as herein set forth, are
subject to such reservation.


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ARTICLE 13 - SHAREHOLDER ITEMS

Advance notice of shareholder nominations for the election of directors and of
business to be brought by shareholders before any meeting of the shareholders
of the Corporation shall be given in the manner provided in the By-Laws of the
Corporation.

ARTICLE 14 - LIMITATIONS ON ACQUISITION AND TRANSFER OF SHARES OF CLASS A
COMMON STOCK

It is the foremost interest of this Corporation to facilitate the public
offering of shares of Class A Common Stock of the Corporation, and to preserve
the liquidity and public trading value of the shares of Class A Common Stock,
and not to permit any action or omission to adversely affect the foregoing.
Therefore, no transfer of any shares of Class A Common Stock or any shares of
Class B Common Stock may be made to any person, and the Corporation shall not
register such transfer if, as a result of such transfer, such person would be
the beneficial owner of ten percent (10%) or more of the outstanding shares of
Class A Common Stock (a "Ten Percent Holder"), unless, prior to such transfer:

     (i) such person shall have given written notice to the Secretary of the
Corporation, in accordance with the requirements for such notice as may be
adopted by the Board of Directors, disclosing such person's intent to become a
Ten Percent Holder; and

     (ii) (A) the Board of Directors shall have determined in good faith,
within forty (40) days after receipt of proper notice, that such transfer
would not in any way directly or indirectly, adversely affect the public
offering of any shares of Class A Common Stock or the liquidity or public
trading value of the shares of Class A Common Stock; or

          (B) the transfer shall have been approved by the holders of not less
than eighty percent (80%) of the combined voting power of the outstanding
shares entitled to vote;

provided, however, that the foregoing requirements shall not be applicable to
(i) any transfer of shares to a person who was a Ten Percent Holder as of the
Record Date, unless such person shall acquire an additional five percent (5%)
or more of the outstanding shares of Class A Common Stock or (ii) any
conversion of any shares of Class B Common Stock into shares of Class A Common
Stock pursuant to Section (i) or (ii) of Article 4D. The Board of Directors
shall not be required to make any determination pursuant to paragraph (ii) (A)
hereof, provided, however, that, within the 40-day period after receipt of
proper notice of a proposed transfer, the Board of

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Directors shall have called a meeting of the shareholders at which the
proposed transfer shall be considered and voted upon in accordance with
requirements of paragraph (ii) (B) hereof.

The Board of Directors of the Corporation is authorized to adopt such rules
and regulations concerning the transfer of shares of Class A Common Stock and
Class B Common Stock during the above-specified periods, including without
limitation any forms and certifications which must be duly and timely
completed in order to transfer such shares. Certificates for shares of Class A
Common Stock and Class B Common Stock shall bear a legend evidencing the
restrictions provided by this Article 15.

ARTICLE 15 - OFFICERS

The officers of the Corporation as of the date of these amendments to the
Articles of Incorporation are the following persons holding the offices set
forth opposite their respective names:

NAMES:                              OFFICES:
Albert H. Staton, Jr.               Chairman of the Board Emeritus

Francisco Sanchez-Loaeza            Chairman and Chief Executive Officer

Alejandro Jimenez Fonseca           President and Chief Operating Officer

Paulo J. Sacchi                     Senior Vice-President-Finance, Treasurer
                                    and Assistant Secretary

Jorge Giganti                       Operations Vice-President-President
                                    Panamco Brazil

Jose Ignacio Huerta Gonzalez        Operations Vice-President-President North
                                    Latin American Division (Mexico and
                                    Central America)

Carlos Hernandez-Artigas            Vice-President Legal and Secretary

Roberto Ortiz Rojas                 Operations Vice-President- President
                                    Panamco Colombia

Moises Morales Portilla             Operations Vice-President-President
                                    Panamco Venezuela

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