<PAGE>
RULE 424(b)(3)/424(c)
FILE NOS. 33-56292
33-56292-01
FIRST SUPPLEMENT TO PROSPECTUS
DR PEPPER BOTTLING COMPANY OF TEXAS
$125,000,000 10-1/4% SENIOR NOTES DUE 2000
DR PEPPER BOTTLING HOLDINGS, INC.
$125,000,000 11-5/8% SENIOR DISCOUNT NOTES DUE 2003
This First Supplement to Prospectus supplements the
Prospectus, dated May 9, 1995, of Dr Pepper Bottling Company of Texas
(the "Company") and Dr Pepper Bottling Holdings, Inc. ("Holdings")
relating to $125,000,000 aggregate principal amount of the 10-1/4%
Senior Notes due 2000 of the Company (the "Senior Notes") and
$125,000,000 aggregate principal amount of the 11-5/8% Senior Discount
Notes due 2003 of Holdings (the "Discount Notes"). Such Prospectus,
as supplemented by this First Supplement, may be used by Donaldson,
Lufkin & Jenrette Securities Corporation ("DLJ Securities") in
connection with offers and sales of the Senior Notes and the Discount
Notes in market making transactions.
PROPOSED STOCK PURCHASE
Holdings, Mr. Jim L. Turner (the Chairman, Chief Executive
Officer and President of Holdings and Bottling), DLJ Capital
Corporation, DLJ Securities, as custodian, and William O. Hunt have
entered into a Stock Purchase Agreement dated as of November 28, 1995
pursuant to which (i) DLJ Securities, as custodian, has agreed to sell
to Holdings 3,666,666 shares of the class A common stock, $.01 par
value per share, of Holdings (the "Class A Stock") at a price of $3.30
per share (or $12,099,997.80 in the aggregate), (ii) DLJ Securities,
as custodian, has agreed to sell to Mr. Turner 55,799 shares of Class
A Stock at a price of $3.30 per share (or $184,136.70 in the
aggregate), (iii) DLJ Capital has agreed to sell to Mr. Turner
1,877,868 shares of Class A Stock at a price of $3.30 per share (or
$6,196,964.40 in the aggregate), and (iv) Mr. Hunt has agreed to sell
to Mr. Turner 66,667 shares of Class A Stock at a price of $3.30 per
share (or $220,001.10 in the aggregate). Holdings proposes to fund
the purchase price of the shares to be acquired from DLJ Securities
with the proceeds of a contemplated dividend of $12,100,000 from
Bottling. Bottling proposes to fund such dividend with funds to be
provided under the Bottling bank credit facility. The obligations of
the respective parties under the Stock Purchase Agreement are subject
to numerous conditions and there can be no guarantee that such
conditions will be met or that the contemplated purchases will be
consummated.
<PAGE>
<PAGE>
Holdings' interest expense for the year ended December 31,
1994 and the nine months ended September 30, 1995 was $31.8 million
and $15.8 million, respectively. On a pro forma basis, after giving
effect to the above-referenced purchase by Holdings from DLJ
Securities and the related financing as if such transactions had
occurred on January 1, 1994, Holdings' interest expense for the year
ended December 31, 1994 and the nine months ended September 30, 1995
would have been $32.7 million and $16.6 million, respectively.
THE DATE OF THIS FIRST SUPPLEMENT TO PROSPECTUS IS
NOVEMBER 30, 1995.
<PAGE>
