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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM 10-K/A

(Mark One)
[ X ]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996
                          ------------------

                                     OR

[   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

For the transition period from __________________ to ___________________

                     Commission file number 33-69275
                                            ----------

                          TEXAS BOTTLING GROUP, INC.
         ------------------------------------------------------
         (Exact name of registrant as specified in its charter)

           NEVADA                                       75-2158578
--------------------------------                     -------------------
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                    Identification No.)

              1999 BRYAN STREET, SUITE 3300, DALLAS, TEXAS  75201
              ---------------------------------------------------
              (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:  (214) 969-1910

Securities registered pursuant to Section 12(b) of the Act:  NONE

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Securities registered pursuant to Section 12(g) of the Act:    9% SENIOR SUBORDINATED NOTES
                                                               DUE 2003
                                                               ----------------------------
                                                               (Title of class)
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     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes  X   No 
                                                   -----    -----

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K. [X]

     The aggregate market value of the voting stock held by non-affiliates of 
the registrant, as of March 1, 1997 was $0.00.

     As of March 1, 1997, 541,917 shares of the Company's Common Stock Class 
A, par value $2.00 per share, and 228,357 shares of the Company's Common 
Stock Class B, par value $2.00 per share, were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                     None

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                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.

                                           Texas Bottling Group, Inc.
                                           (Registrant)


                                           By:   /s/  CHARLES F. STEPHENSON    
                                               ------------------------------- 
                                              Charles F. Stephenson,
                                              Vice President, Treasurer and
                                              Chief Financial Officer

                                           Date:  May 8, 1997 

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.


Signature                              Title                    Date 
---------                              -----                    ---- 


/s/  EDMUND M. HOFFMAN         Co-Chairman and Director         May 8, 1997
----------------------------   (Principal Executive Officer)    
Edmund M. Hoffman              


/s/  ROBERT K. HOFFMAN         Co-Chairman and Director         May 8, 1997
----------------------------   
Robert K. Hoffman


/s/  CHARLES F. STEPHENSON     Vice President, Treasurer and    May 8, 1997
----------------------------   Chief Financial Officer 
Charles F. Stephenson          (Principal Financial Officer 
                               and Principal Accounting Officer)


/s/  R.A. WALKER               Director                         May 8, 1997
----------------------------   
R.A. Walker









                                       33 
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 <S>      <C>
 10.25    Management Incentive Agreement, executed July 20, 1994 and effective 
          as of January 1, 1994, between The Coca-Cola Bottling Group (Southwest),
          Inc. and E.T. Summers, III.(5)

 10.26    Employment Agreement, executed August 10, 1994, and effective as of 
          January 1, 1994, between The Coca-Cola Bottling Group (Southwest), Inc. 
          and Stephanie L. Ertel.(5)

 10.27    Assumption Agreement, dated July 31, 1995, by and between the Company 
          and Chemical Bank, N.A., as Trustee.(1)

 10.28    Loan Agreement ($115,000,000 Term Loan Facility and $25,000,000 
          Revolving Loan Facility) (the "Loan Agreement"), dated as of April 4, 
          1995, among the Company, Texas Commerce Bank National Association 
          ("TCB"), as Agent and a Lender, First Bank, as Agent and a Lender, 
          and the other financial institutions now or hereafter parties to the 
          Loan Agreement.(6)

 10.29    Interest Rate Agreement, dated as of April 4, 1995, among the Company, 
          certain financial institutions a party thereto, First Bank, as 
          Collateral Agent, and TCB, as Agent.(6)

 10.30    Notice of Entire Agreement, dated as of April 4, 1995, executed by 
          the Company, San Antonio Coke and TCB, as Agent.(6)

 10.31    Security Agreement, dated as of April 4, 1995, among the Company, 
          First Bank, as Collateral Agent, TCB, as Agent, and the financial 
          institutions who are parties to the Loan Agreement.(6)

 10.32    Form of Term Note issued by the Company pursuant to the Loan Agreement.(6)

 10.33    Form of Revolving Note issued by the Company pursuant to the Loan 
          Agreement.(6)

 10.34    Contribution Agreement, dated as of April 4, 1995, executed by the 
          Company and San Antonio Coke.(6)

 21.1     Subsidiaries of the Company.(2)

 27       Financial Data Schedule
-----------------------
(5) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended 
    September 30, 1994.

(6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended 
    March 31, 1995.
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