PEPSI COLA PUERTO RICO BOTTLING CO, S-3/A, 1998-03-03

PEPSI COLA PUERTO RICO BOTTLING CO
S-3/A, 1998-03-03
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS

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As filed with the Securities and Exchange Commission on March 3, 1998.
Registration No. 333-40093

________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________

AMENDMENT NO. 1 TO FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________________
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE ###-##-####
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

RAFAEL NIN
CARRETERA #865, KM 0.4 CARRETERA #865, KM 0.4
BARRIO CANDELARIA ARENAS BARRIO CANDELARIA ARENAS
TOA BAJA, PUERTO RICO 00949 TOA BAJA, PUERTO RICO 00949
(Address, including zip code, and (Name, address, including zip
telephone number, including area code, code, and telephone number,
of registrant's principal including area code, of
executive offices) agent for service)

With copies to:

LAURENCE E. CRANCH, ESQ.
ALEJANDRO E. CAMACHO, ESQ.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166-0153
(212) 878-8000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effectiveness of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. <square>
If the only securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. <checked-box>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. <square>
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. <square>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. <square>
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of each class of Proposed maximum Proposed maximum Amount of registration
securities to be registered Amount to be registered offering price per aggregate offering fee{(2)}
unit{(1)} price{(1)}
<S> <C> <C> <C> <C>
Class B Common Stock, 7,000,000 shares $7.0625 $49,437,500 $14,981.06
$.01 par value per share
</TABLE>

{(1)} Estimated solely for the purpose of computing the registration fee and
based on the average of the high and low prices of the Class B Common Stock of
the Company as reported on the New York Stock Exchange on November 6, 1997.

{(2)} The registration fee of $14,981.06 was paid when the Registration
Statement was first filed on November 12, 1997.

____________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
______________________________________________________________________________

<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE>

SUBJECT TO COMPLETION, DATED MARCH 3, 1998

PROSPECTUS

PEPSI-COLA PUERTO RICO BOTTLING COMPANY

7,000,000 SHARES OF CLASS B COMMON STOCK

This Prospectus relates to the offer and sale from time to time of up to
an aggregate of 7,000,000 shares of Class B Common Stock, par value $0.01 per
share (the "Shares" or the "Class B Common Stock") of Pepsi-Cola Puerto Rico
Bottling Company (the "Company"), which are beneficially owned by the founding
shareholders of the Company described herein under the caption "Selling
Security Holders" (the "Selling Security Holders"). See "Selling Security
Holders." The Company will not receive any of the proceeds from the sale by
the Selling Security Holders of the Shares made hereunder.

The Company's capital stock consists of two classes of common stock: Class
A Common Stock, par value $0.01 per share (the "Class A Shares" or the "Class A
Common Stock") and Class B Common Stock, par value $0.01 per share. The holders
of the Class A Common Stock are entitled to six votes per share and holders of
Class B Common Stock are entitled to one vote per share. Based on the number of
Class A Common Stock and Class B Common Stock outstanding as of December 19,
1997, the Class A Common Stock represents approximately 64% of the voting
rights of all outstanding Common Stock of the Company.

The Company has been advised by the Selling Security Holders that they may
sell all or a portion of the Shares offered hereby from time to time on the New
York Stock Exchange, in negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. The Company will pay
all costs, expenses and fees incurred in connection with the registration of
the Shares. The respective Selling Security Holders will pay any brokerage
fees or commissions relating to the sale of the Shares by them. See "Plan of
Resale."

The Class B Common Stock is listed on the New York Stock Exchange under
the symbol "PPO." The last reported sale price of the Class B Common Stock on
the New York Stock Exchange on February 20, 1998 was $6.5625 per share.

INVESTORS SHOULD CAREFULLY CONSIDER CERTAIN RISK FACTORS RELATING TO THE
COMPANY. SEE "RISK FACTORS" ON PAGES 5 TO 6.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

_________________________

The date of this Prospectus is March ___, 1998.

<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). All reports, proxy statements and other
information filed with the Commission by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at Regional Offices
of the Commission located at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; at 75 Park Place, 14th Floor, New York, New York 10007; and at
5757 Wilshire Boulevard, Suite 500 East, Los Angeles, California 90036-3648.
Copies of such material can be obtained from the Public Reference Section of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission also maintains a Website at
http://www.sec.gov that contains reports, proxy statements and other
information filed electronically with the Commission by the Company. The
Company's Class B Common Stock is listed for trading on the New York Stock
Exchange. Reports, proxy statements and other information concerning the
Company can also be inspected at the New York Stock Exchange located at 20
Broad Street, New York, New York 10005.

This Prospectus constitutes a part of a Registration Statement on Form
S-3, as amended (the "Registration Statement") filed by the Company with the
Commission under the Securities Act. This Prospectus omits certain of the
information contained in the Registration Statement in accordance with the
rules and regulations of the Commission. Reference is hereby made to the
Registration Statement and related exhibits for further information with
respect to the Company and the Shares. Statements contained herein concerning
the provisions of any documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.

<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company incorporates by reference into this Prospectus the following
documents filed with the Commission:

(a) the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997; and

(b) The Company's quarterly report on Form 10-Q for the quarter ended
December 31, 1997; and

(c) the description of the Company's capital stock included in its
Registration Statement on Form S-1 (Registration No. 33-94620), under the
caption "Description of Capital Stock," including any amendment or report filed
for the purpose of updating that description.

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference in this Prospectus and to be a part of it from the
date of filing of those documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement of which this Prospectus is a part
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement of which this Prospectus is a
part.

The Company will provide copies of all documents which are incorporated by
reference (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information incorporated herein) without charge to anyone to whom this
prospectus is delivered upon a written or oral request. Requests should be
directed to Pepsi-Cola Puerto Rico Bottling Company, Carretera #865, Km 0.4,
Barrio Candelaria Arenas, Toa Baja, Puerto Rico 00949, telephone number
(787) 251-2000, Attention: David L. Virginia.

<PAGE>
THE COMPANY

The Company is a holding company which, through its manufacturing and
distribution subsidiaries, produces, sells and distributes a variety of soft
drink and fruit juice products, isotonics and bottled water in the Commonwealth
of Puerto Rico ("Puerto Rico"), pursuant to exclusive franchise arrangements
with PepsiCo, Inc. ("PepsiCo") and other franchise arrangements. The Company
also has rights to sell PepsiCo products to distributors in the U.S. Virgin
Islands. The Company produces, sells and distributes soft drink products under
the Pepsi-Cola, Diet Pepsi, Pepsi Free, Slice, Wonder Kola, On-Tap and Mountain
Dew trademarks pursuant to exclusive franchise arrangements with PepsiCo. The
Company produces (through an arrangement with a co-packer), sells and
distributes isotonics under the All Sport trademark pursuant to an exclusive
franchise arrangement with PepsiCo. In addition, the Company produces, sells
and distributes tonic water, club soda and ginger ale under the Seagram
trademark under an exclusive arrangement with Joseph E. Seagram & Sons, Inc.
("Seagram") and sells and distributes fruit juice products under the Welch's
trademark. The Company also produces, sells and distributes bottled water
under its own Cristalia trademark.

RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN
ADDITION TO OTHER INFORMATION SET FORTH IN THIS PROSPECTUS IN EVALUATING AN
INVESTMENT IN THE SHARES OFFERED HEREBY.

RECENT UNFAVORABLE FINANCIAL RESULTS

For the first quarter of the fiscal year 1998 ended December 31, 1997
(the "1998 interim period"), the Company had a loss from operations of
$(.5) million compared to a loss from operations of $(3.1) million in the
first quarter of the fiscal year 1997 ended December 31, 1996 (the "1997
interim period"). This loss from operations in the 1998 interim period
resulted primarily from intense competitive pressures in Puerto Rico which
produced net prices 8.9% lower than for the 1997 interim period.

Although the Company had a positive cash flow from operations during the
1998 interim period, it was not sufficient to fund both capital expenditures
and mandatory debt repayments for this period.

The Company continues to face intense competitive pressures in Puerto Rico
which continue to adversely affect the Company's results of operations.

COMPETITION

The soft drink industry in Puerto Rico is highly competitive. The Company
faces intense price competition which has resulted in substantially lower net
prices. The Company's principal competitors in Puerto Rico are the local
bottlers and distributors of Coca-Cola in the cola market and Seven-Up in the
flavored soft drink market. The Company's other competitors include bottlers
and distributors of nationally and regionally advertised and marketed products,
as well as bottlers of smaller private label soft drinks, which private label
soft drinks the Company believes historically represented approximately 5% of
total soft drink sales in Puerto Rico. While the Company engages in extensive
marketing to establish brand differentiation and loyalty, the Company expects
that competitors of the Company will continue their intense price competition
in order to increase their sales volumes and market shares to the detriment of
the Company. There is no assurance that continued aggressive competition will
not lead to even lower prices for the Company's products and, as a result,
increased losses.

5
<PAGE>

CONTROLLING INTEREST

In connection with his continued service as President and Chief Executive
Officer, Mr. Rafael Nin requested and was granted by the members of the Charles
H. Beach Voting Trust and the Michael J. Gerrits Voting Trust (together, the
"Essential Shareholders") and certain other shareholders, a ten-year voting
trust (the "Nin Voting Trust") which entitles him to vote, but not own,
5,000,000 Class A Shares representing a controlling interest in the Company.
Under the Company's franchise agreements (the "Franchise Agreements") relating
to its Pepsi-Cola and other Pepsi-Cola International products, the Franchise
Agreements may be terminated by PepsiCo, Inc. ("PepsiCo"), if without PepsiCo's
consent the Essential Shareholders do not maintain effective control of the
Company. In connection with the execution of the Nin Voting Trust, PepsiCo
consented to the change of effective control of the Company from the Essential
Shareholders to Mr. Nin, acting as voting trustee (the "Trustee"). The initial
term of the Nin Voting Trust is five years and is automatically renewed for an
additional five-year period unless either PepsiCo or the Trustee notifies the
other party of non-renewal at least six months prior to the end of the initial
five-year term, provided that PepsiCo may not unreasonably withhold its consent
to the additional five-year term. Under the terms of the Nin Voting Trust, Mr.
Nin is entitled to resign as Trustee at any time, which will result in the
termination of the Nin Voting Trust. If the Nin Voting Trust is terminated
because of the resignation or death of the Trustee, PepsiCo has the right for a
period of ninety days after such resignation or death to appoint a new Trustee
to replace Mr. Nin for the remaining term of the Nin Voting Trust, subject to
the approval of the beneficial owners of a majority of the Class A Shares.
During the time between the death or resignation of Mr. Nin and appointment
of the substitute Trustee, the Board of Directors of the Company will
constitute a committee of three Board members to act as interim trustee of the
Nin Voting Trust for a maximum period of ninety days from the date of
resignation or death of Mr. Nin. Upon the termination of the Nin Voting
Trust, the Class A Shares held in the Nin Voting Trust will be returned to
the Essential Shareholders and the other beneficial owners of the Class A
Shares and the terms of the Franchise Agreements applicable to the Essential
Shareholders will again become effective. Additionally, in connection with
the Nin Voting Trust, Mr. Nin, the Company and the shareholders of the
Company's Class A Shares entered into a stock option agreement (the "Stock
Option Agreement"), pursuant to which those shareholders granted Mr. Nin a two
year option to purchase all or a portion of the Company's 5,000,000 Class A
Shares, par value $0.01 per share of the Company, at a price of $1.00 per
share, subject to adjustment from time to time. Mr. Nin may not exercise the
option, but is only permitted to transfer the option in whole or with respect
to some shares to third parties (including the Company) for the benefit of the
Company. Under terms of the Nin Voting Trust and the Second Restated Credit
Agreement between the Company and Banco Popular, Mr. Nin cannot transfer his
option under the Stock Option Agreement, in whole or in part, where such
transfer results in Mr. Nin not controlling at least a majority of the total
outstanding votes of the shareholders of the Company, without the prior
approval of PepsiCo and Banco Popular. There can be no assurance that PepsiCo
or Banco Popular would consent to such a transfer.

USE OF PROCEEDS

The Shares covered by this Prospectus are offered for the account of the
Selling Security Holders. The Company will not receive any of the proceeds
from the sale of the Shares offered hereby. See "Plan of Resale."

SELLING SECURITY HOLDERS

This Prospectus relates to possible sales of the Shares beneficially owned
by the founding shareholders of the Company, or any affiliates or family
members thereof (collectively, "Selling Security Holders"). As of the date
hereof, 7,000,000 Shares may be offered by the Selling Security Holders
pursuant to this Prospectus. The Selling Security Holders are each a party to
the Shareholders Agreement dated April 27, 1987 (as amended from time to time,
the "Shareholders Agreement"). Previously, the Shareholders Agreement
restricted the ability of the Selling Security Holders to transfer their
Shares. Pursuant to an amendment to the Shareholders Agreement dated May 14,
1997, the Selling Security Holders and the Company agreed to permit the
transfer and sale of the Shares and to register the Shares through appropriate
filings and action under federal and state securities laws to make them fully
tradeable in the public market.

The following table sets forth (i) the name of each Selling Security
Holder, (ii) the number and percentage holdings of Class B Common Stock that
such Selling Security Holder beneficially owned as of September 30, 1997, (iii)
the aggregate number of shares of Class B Common Stock that such Selling
Security Holder may sell pursuant to this Prospectus and (iv) the number and
percentage holdings of such Selling Security Holder following the completion of
this Offering.

<PAGE>

<TABLE>
<CAPTION>
SHARES OF CLASS B MAXIMUM SHARES OF CLASS B
COMMON STOCK OWNED NUMBER OF COMMON STOCK OWNED
Prior to the Offering SHARES After the Offering{(2)}
PERCENT REGISTERED PERCENT
Name Amount of Class{(1)(3)} Hereby Amount of Class{(1)}
<S> <C> <C> <C> <C> <C>
Charles H. and Patricia
Beach{(4)} 2,721,197 16.5 2,721197 0 0
Linda McCune{(4)} 15,474 0.1 15,474 0 0
Sandra Wauch{(4)} 15,474 0.1 15,474 0 0
Charles H. Beach, Jr.{(4)} 15,474 0.1 15,474 0 0
Michael J. Gerrits Investment
Ltd.{(5)} 484,418 2.4 484,418 0 0
Michael J. Gerrits Generation
Skipping Trust{(5)} 30,000 0.2 30,000 0 0
Patrick T. Gerrits Investment
Ltd.{(5)} 420,353 2.5 420,353 0 0
Patrick T. Gerrits
Irrevocable Trust{(5)} 48,459 0.3 48,459 0 0
Christine Marie Gerrits Kline
Irrevocable Trust{(5)} 48,459 0.3 48,459 0 0
Anne Gerrits{(5)} 169,606 1.0 169,606 0 0
Anita F. Gerrits Trustee of
Anita F.
Gerrits Trust #1{(5)} 32,306 0.2 32,306 0 0
James C. & Laure L.
Keavney{(5)} 88,841 0.5 88,841 0 0
James C. Keavney, Trustee for 16,153 0.1 16,153 0 0
Laure
L. Keavney Irrevocable
Generation
Skipping Trust{(5)}
Laure L. Keavney, Trustee for
James C. Keavney Irrevocable
Generation Skipping Trust{(5)} 16,153 0.1 16,153 0 0
Thomas J. Lawless{(5)} 7,572 0.0 7,572 0 0
Ronald Robson{(5)} 7,572 0.0 7,572 0 0
William A. Proulx{(5)} 7,572 0.0 7,572 0 0
James J. O'Brien{(5)} 3,786 0.0 3,786 0 0
Kerry V. O'Brien{(5)} 3,786 0.0 3,786 0 0
Lumiye International S.A.{(6)} 353,345 2.1 353,345 0 0
Girasol Enterprises{(6)} 151,434 0.9 151,434 0 0
Krauser Family Investment
Limited{(7)} 217,520 1.3 217,520 0 0
Krauser Irrevocable Education
Trust{(7)} 17,000 0.1 17,000 0 0
Rose Krauser Irrevocable
Generation Skipping Trust{(7)} 51,000 0.3 51,000 0 0
Charles R. Krauser
Irrevocable Generation Skipping 51,000 0.3 51,000 0 0
Trust{(7)}
Goltra Family Investment
Limited{(7)} 248,832 1.5 248,832 0 0
John R. Goltra Irrevocable
Generation Skipping Trust{(7)} 43,844 0.3 43,844 0 0
Janet L. Goltra Irrevocable
Generation Skipping Trust{(7)} 43,844 0.3 43,844 0 0
Dorothy D'Angelo{(7)} 336,519 2.0 336,519 0 0
John W. Beck{(8)} 454,301 2.8 454,301 0 0
Haas Financial Corp 252,390 1.5 252,390 0 0
Rafael Nin{(9)} 156,579 0.9 156,579 0 0
Summer & Micheline Kramer 156,579 0.9 156,579 0 0
Angel Collado-Schwarz{(10)} 313,158 1.9 313,158 0 0
</TABLE>

{(1) }Based on 16,500,000 total outstanding Class B Shares on December 19,
1997.
{(2) }Assumes that all Shares offered hereby are sold.
{(3)} Rounded to the nearest one tenth of one percent.

{(4) }Charles H. Beach, the trustee of the Charles H. Beach Voting Trust, was
the President, Chief Executive Officer from April 1987 to June 1996 and a
director of the Company from April 1987 to August 1996. Mr. Beach was
also Chief Executive Officer of Buenos Aires Embotelladora S.A. ("BAESA")
from November 1989 to July 1996 and has been a director of BAESA since
November 1989. The beneficiaries of the Charles H. Beach Voting Trust
include Sandra Waugh, Linda McClune and Charles Beach, Jr. Charles H.
Beach has sole voting power with respect to the shares of the Company,
including the Class B Common Stock, owned by the beneficiaries, which were
transferred and assigned to the trust.

<PAGE>

{(5) }Michael J. Gerrits, the trustee of Michael J. Gerrits Voting Trust, was a
director of the Company from April 1987 to August 1996. The beneficiaries
of the Michael J. Gerrits Voting Trust include Michael J. Gerrits
Investment Ltd., Patrick T. Gerrits Irrevocable Trust, Christine M.
Gerrits Irrevocable Trust, Anne Gerrits Trust #1, James C. Keavney, Laure
L. Keavney, James C. Keavney as the trustee of the Laure L. Keavney
Irrevocable Generation Skipping Trust, Laure L. Keavney as the trustee of
the James C. Keavney Irrevocable Generation Skipping Trust, Thomas L.
Lawless, Ronald Robson, William A. Proulx, James J. O'Brien and Kerry V.
O'Brien. Pursuant to the Michael J. Gerrits Voting Trust Agreement,
Michael J. Gerrits has sole voting powers with respect to the shares of
the Company, including the Class B Common Stock owned by the beneficiaries
of the trust which the beneficiaries have transferred and assigned to the
trust.
{(6) }Lumiye International S.A. is a company controlled by Anton Scheldbauer,
who was a director of the Company from August 1991 to February 1998.
Girasol Enterprises is a company controlled by Anton Scheldbauer's wife.
{(7) }Charles R. Krauser, the trustee of Charles R. Krauser Voting Trust, has
been a director of the Company since 1987 and was a director of BAESA from
1993 until December 1995. The beneficiaries of the Charles R. Krauser
Voting Trust include Krauser Family Investment Ltd., Charles R. Krauser as
the trustee of the Krauser Irrevocable Education Trust, the Goltra Family
Investment Limited, Rose Krauser Irrevocable Generation Skipping Trust,
John R. Goltra as the trustee of the Janet L. Goltra Irrevocable
Generation Skipping Trust, John R. Goltra Irrevocable Generation Skipping
Trust and Dorothy D'Angelo. Pursuant to Charles R. Krauser Voting Trust
Agreement, Charles R. Krauser has sole voting powers with respect to the
shares of the Company, including the Class B Common Stock owned by the
beneficiaries which the beneficiaries have transferred and assigned to the
trust.
{(8) }John Beck has been a director of the Company since 1987.
{(9) }Rafael Nin has been a director of the Company since May 1987 and has been
the President and Chief Executive Officer of the Company since June 1996.
{(10) }Angel Collado-Schwarz was a director of the Company from April 1987 to
February 1996.

<PAGE>
PLAN OF RESALE

The Company has been advised by the Selling Security Holders that they may
sell all or a portion of the Shares offered hereby from time to time in one or
more transactions (which may involve one or more block transactions) on the New
York Stock Exchange, in negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. The Selling Security
Holders may effect such transactions by selling Shares to or through broker-
dealers which may receive compensation in the form of discounts, concessions or
commissions from the Selling Security Holders and/or commissions from
purchasers of the Shares for whom they may act as agent.

The Company will pay all costs, expenses and fees incurred in connection
with the registration of the Shares. The respective Selling Security Holders
will pay any brokerage fees or commissions relating to the sales of the Shares
by them. The Company will not receive any of the proceeds from the sale by the
Selling Security Holders of the Shares made by this Prospectus.

There is no assurance that any of the Selling Security Holders will sell
any or all of the Shares offered by them.

LEGAL MATTERS

The validity of the Shares offered hereby will be passed upon by Rogers &
Wells LLP, counsel to the Company.

EXPERTS

The consolidated financial statements of the Company incorporated by
reference in this Prospectus from the Company's annual report on Form 10-K have
been incorporated herein in reliance on the report of KPMG Peat Marwick LLP,
independent public accountants, given on the authority of said firm as experts
in auditing and accounting.

<PAGE>

_________________________________ ______________________________

NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY PEPSI-COLA PUERTO RICO
REPRESENTATIONS, OTHER THAN THOSE BOTTLING COMPANY
CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, IN
CONNECTION WITH THE OFFERING MAY
HEREBY, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN 7,000,000 SHARES
AUTHORIZED. THIS PROSPECTUS DOES SERIES B COMMON STOCK
NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES, OTHER THAN
THE SECURITIES DESCRIBED HEREIN,
OR AN OFFER TO SELL OR A __________
SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY PROSPECTUS
CIRCUMSTANCES IN WHICH SUCH OFFER __________
OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER,
SOLICITATION OR SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION
CONTAINED OR INCORPORATED BY
REFERENCE HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE
OF SUCH INFORMATION.

________________

TABLE OF CONTENTS

PAGE
Available Information 3
Incorporation of Certain
Documents by Reference 4
The Company 5
Risk Factors 5
Use of Proceeds 6
Selling Security Holders 6

Plan of Resale 10
Legal Matters 10
Experts 10 March __, 1998

________________________________ ______________________________

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth an itemized statement of all
estimated expenses in connection with the issuance and distribution of the
securities being registered, all of which will be paid by the Company. All
amounts are estimates except the registration fee.

Registration Fee $ 14,981.06
Legal Fees and Expenses
Printing Fees
-----------
Total $
===========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a corporation, subject to certain limitations, to indemnify its
directors and officers against expenses (including attorneys' fees), judgments,
fines and certain settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding to which they are a party or
threatened to be made a party so long as they acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to a criminal action or proceeding, so long as
they had no reasonable cause to believe their conduct to have been unlawful.
The By-laws of the Company provide that the Company shall indemnify its
directors and such of its officers, employees and agents as the Board of
Directors may determine from time to time, to the fullest extent permitted by
the DGCL.

Section 102 of the DGCL and the Company's Certificate of
Incorporation permit the Company to limit or eliminate a director's personal
liability to the Company or its shareholders for monetary damages for breaches
of fiduciary duty except with respect to liability for breaches of the duty of
loyalty, acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of the law, and the unlawful purchase or
redemption of stock or payment of unlawful dividends or the receipt of improper
personal benefits.

The DGCL authorizes the purchase of indemnification insurance by the
Company. The Company currently maintains a policy insuring its directors and
officers against liabilities which may be incurred by such persons acting in
such capacities.

II-1

<PAGE>
ITEM 16. EXHIBITS

The following documents are filed with or incorporated by reference
in this Registration Statement.

3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1995).

3.2 Certificate of Amendment of the Company's Amended and Restated
Certificate of Incorporation (incorporated by reference to Exhibit
3.2 to the Company's quarterly report on Form 10-Q for the quarterly
period ended December 31, 1996).

3.3 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995).

4.1 Specimen Stock Certificate representing Class B Shares, incorporated
by reference to Exhibit 4.1 to Amendment No. 3 to the Company's
Registration Statement on Form S-1 (Registration No. 33-94620) (the
"S-1 Registration Statement").

5.1 Opinion of Rogers & Wells LLP.

9.6 Charles H. Beach Voting Trust Agreement.

9.7 Amendment No. 1 to Michael Gerrits Voting Trust Agreement.

9.8 Amendment No. 1 to Charles Krauser Voting Trust Agreement.

10.1 Shareholders Agreement (incorporated by reference to Exhibit 10.7 to
Amendment No. 1 to the S-1 Registration Statement).

10.2 Amendment No. 1 to Shareholders Agreement (incorporated by reference
to Exhibit 10.8 to Amendment No. 1 to the S-1 Registration
Statement).

10.3 Amendment No. 2 to Shareholders Agreement (incorporated by reference
to Exhibit 10.9 to Amendment No. 1 to the S-1 Registration
Statement).

10.4 Amendment No. 3 to Shareholders Agreement (incorporated by reference
to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995).

10.5 Amendment No. 4 to Shareholders Agreement (incorporated by reference
to Exhibit 10.13 to the Company's Annual Report on Form 10-K/A-1 for
the fiscal year ended September 30, 1996).

10.6 Amendment No. 5 to Shareholders Agreement (incorporated by reference
to Exhibit 10.20 to the Company's quarterly report on Form 10-Q for
the quarterly period ended June 30, 1997).

II-2

<PAGE>

10.23 Supply Agreement between Crown Cork & Seal Company, Inc. and
International Beverage Management, Inc. (an affiliate of the
Company).

10.24 Transition Agreement between BAESA, PepsiCo, Inc. and the Company
evidencing the loss of the Company's voting control of BAESA.

23.1 Consent of KPMG Peat Marwick LLP (accountants).

23.2 Consent of Rogers & Wells LLP is included in Exhibit 5.1.

24.1 Power of Attorney (included on signature pages to this Amendment No.
1 to the Registration Statement).

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; or (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the registration statement; PROVIDED, HOWEVER, that (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by (i) and (ii) is contained in periodic
reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, that are incorporated by reference in
this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

(c) Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission

II-3

<PAGE>

such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of the
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be part of this registration statement as of the time it was
declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDE offering thereof.

II-4

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Toa Baja, Commonwealth of Puerto Rico
on this 2nd day of March, 1998.

PEPSI-COLA PUERTO RICO BOTTLING COMPANY

By /S/ RAFAEL NIN
-----------------------------------

Rafael Nin
Chief Executive Officer

POWER OF ATTORNEY

KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rafael Nin his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, and in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement to which this power of attorney is attached, and to file all such
amendments and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission.

_________________________

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the 2nd day of March, 1998.

SIGNATURE TITLE

/S/RAFAEL NIN Director and Chief
- ----------------------------- Executive Officer
Rafael Nin

/S/JOHN W. BECK Director and Chairman
- ----------------------------- of the Board of Directors
John W. Beck

/S/CHARLES R. KRAUSER Director
- -----------------------------
Charles R. Krauser

/S/SUTTON KEANY Director
- -----------------------------
Sutton Keany

II-5

<PAGE>

/S/BASIL K. VASILIOU Director
- -----------------------------
Basil K. Vasiliou

/S/C. LEON TIMOTHY Director
- -----------------------------
C. Leon Timothy

/S/RICHARD REISS Director
- -----------------------------
Richard Reiss

/S/DAVID L. VIRGINIA Vice President and
- ----------------------------- Chief Financial Officer
David L. Virginia

II-6

<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
Page in Sequential
NUMBER SYSTEM
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995).
3.2 Certificate of Amendment of the Company's Amended and
Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.2 to the Company's quarterly
report on Form 10-Q for the quarterly period ended
December 31, 1996).
3.3 Amended and Restated By-Laws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended September
30, 1995).
4.1 Specimen Stock Certificate representing Class B Shares,
incorporated by reference to Exhibit 4.1 to Amendment No.
3 to the Company's Registration Statement on Form S-1
(Registration No. 33-94620) (the "S-1 Registration
Statement").

5.1 Opinion of Rogers & Wells LLP E-1
9.6 Charles H. Beach Voting Trust Agreement. E-2
9.7 Amendment No. 1 to Michael Gerrits Voting Trust Agreement. E-11
9.8 Amendment No. 1 to Charles Krauser Voting Trust E-14
Agreement.

10.1 Shareholders Agreement (incorporated by reference to
Exhibit 10.7 to Amendment No. 1 to the S-1 Registration
Statement).
10.2 Amendment No. 1 to Shareholders Agreement (incorporated
by reference to Exhibit 10.8 to Amendment No. 1 to the S-
1 Registration Statement).
10.3 Amendment No. 2 to Shareholders Agreement (incorporated
by reference to Exhibit 10.9 to Amendment No. 1 to the S-
1 Registration Statement).
10.4 Amendment No. 3 to Shareholders Agreement (incorporated
by reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended September
30, 1995).

<PAGE>

10.5 Amendment No. 4 to Shareholders Agreement (incorporated
by reference to Exhibit 10.13 to the Company's Annual
Report on Form 10-K/A-1 for the fiscal year ended
September 30, 1996).

10.6 Amendment No. 5 to Shareholders Agreement (incorporated
by reference to Exhibit 10.20 to the Company's quarterly
report on Form 10-Q for the quarterly period ended June
30, 1997).

10.23 Supply Agreement between Crown Cork & Seal Company, Inc. E-17
and International Beverage Management, Inc. (an affiliate
of the Company.)
10.24 Transition Agreement between BAESA, PepsiCo, Inc. and
the Company evidencing the loss of the Company's
voting control of BAESA. E-20
23.1 Consent of KPMG Peat Marwick LLP (accountants). E-42
23.2 Consent of Rogers & Wells LLP included in Exhibit 5.1.
24.1 Power of Attorney (included on signature pages to this
Amendment No. 1 to the Registration Statement).

</TABLE>

Exhibit 5.1

ROGERS & WELLS LLP

200 Park Avenue
New York, New York 10166
(212) 878-8000
FAX (212) 878-8375

NEW YORK WASHINGTON, D.C. LONDON PARIS FRANKFURT HONG KONG

March 3, 1998

BY EDGAR
- --------

Pepsi-Cola Puerto Rico Bottling Company
Carretera #865, Km 0.4
Barrio Candelaria Arenas
Toa Baja, Puerto Rico 00949

Dear Sirs:

We have acted as counsel to Pepsi-Cola Puerto Rico Bottling Company, a
corporation organized under the laws of the State of Delaware (the "Company").
We have participated in the preparation of the Company's registration statement
on Form S-3, as amended (the "Registration Statement") relating to the
registration of 7,000,000 shares of Class B Common Stock, par value $0.01
per share (the "Shares") of the Company beneficially owned by the Selling
Security Holders.

We have examined such corporate records and documents relating to the
Company and such questions of law as we have considered relevant and necessary
for purposes of this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to authentic originals of all documents
submitted to us as copies.

Based on the foregoing, we are of the opinion that the Shares being
registered pursuant to the Registration Statement and to be sold by the Selling
Security Holders are duly authorized shares of Class B Common Stock, and when
sold, will be legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the
Registration Statement under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,

/s/ ROGERS & WELLS LLP

Exhibit 9.6

PEPSI-COLA PUERTO RICO BOTTLING COMPANY

VOTING TRUST AGREEMENT
----------------------

VOTING TRUST AGREEMENT (the "Agreement"), made as the 28th day of

August, 1995 by and among the undersigned holders of shares of Common Stock

(the "Stock") of PEPSI-COLA PUERTO RICO BOTTLING COMPANY, a Delaware

corporation (the "Corporation"), (the undersigned holders of shares of the

Stock are hereinafter referred to individually as a "Shareholder", and

collectively as "Shareholders") and CHARLES H. BEACH and his successor in

trust, as trustee (hereinafter referred to as "Trustee").

WITNESSETH:
----------

WHEREAS, the Shareholders wish to enter into an agreement with

respect to voting rights of the Stock held by them and as to certain other

matters with respect to such Stock;

WHEREAS, each Shareholder owns one share of Stock; and

WHEREAS, the Shareholders have agreed upon the person who shall

act as Trustee; and

WHEREAS, the Trustee has consented to act under this Agreement as

trustee in the manner and for the purposes provided herein.

NOW, THEREFORE, in consideration of the premises, it is hereby

agreed as follows:

1. TRANSFER OF STOCK TO TRUSTEE
----------------------------

A. Each Shareholder hereby assigns and transfers to the Trustee

the shares of Stock owned and held by each of them, subject to the terms

and conditions of this Agreement. Each Shareholder agrees to deliver to

<PAGE>

the Trustee, simultaneously with the execution of this Agreement, a stock

certificate or certificates representing such shares of Stock, together

with a duly executed stock power for the transfer of such share of Stock to

the Trustee.

B. In the event a Shareholder shall, at any time or from time

to time, after having become a party to this Agreement, become the owner or

holder of additional shares of Stock of the Corporation, such Shareholder

shall assign and transfer to the Trustee such additional shares of Stock

and deliver to the Trustee stock certificates representing such shares of

Stock, together with a duly executed stock power for the transfer of such

additional shares of Stock to the Trustee.

2. VOTING TRUST CERTIFICATES
-------------------------

A. Upon receipt by the Trustee of shares of Stock from a

Shareholder, the Trustee shall issue and deliver to such Shareholder a

certificate representing the beneficial interest in such shares of Stock (a

"Certificate", or a "Voting Trust Certificate"), and which shall be

registered in the name of such Shareholder on the books of the Trustee.

B. Until and unless changed by the Trustee, each Certificate

shall be substantially in the form of Exhibit A hereto. No Certificate

shall be valid unless and until signed by the Trustee. The Trustee may, at

any time and from time to time, make such changes in the form of

Certificates as he, in his absolute discretion, shall deem necessary or

advisable.

3. TRANSFER OF CERTIFICATES; RESTRICTIONS ON TRANSFER
--------------------------------------------------

A. Each Certificate issued hereunder shall be transferable only

<PAGE>

on the books kept by the Trustee and only upon surrender thereof by the

registered holder in person, or by attorney duly authorized, in accordance

with any rules established for such purpose of the Trustee. Until any

Certificate is transferred (in accordance with such rules), the Trustee may

treat the holder thereof shown on such register as the owner of such

Certificate for all purposes. The Trustee acknowledges that the transfer

of Certificates is restricted by the provisions of a certain Shareholders

Agreement dated as of April 27, 1987, as amended, between and among the

holder of the Stock and the Corporation (the "Shareholders Agreements"),

and he agrees that he shall not register any transfer of Certificates, and

the holders of Certificates shall, by accepting the same, be conclusively

deemed to have agreed that the Trustee shall not be required to register

any transfer of Certificates, which is made in violation of the

Shareholders Agreement.

B. During the term of this Agreement, no Shareholder shall

sell, assign, transfer or otherwise dispose of any of the Stock as

permitted by the Shareholders Agreement unless the person acquiring such

stock shall agree in writing to be bound by the provisions of this

Agreement and the Shareholders Agreement to the same extent as such

Shareholder.

4. DIVIDENDS
---------

A. If the Corporation shall declare a cash dividend with

respect to shares of a Stock held by the Trustee under this Agreement, the

Trustee shall pay such dividend to the respective registered holders of the

then outstanding Certificates in such amounts as if the shares of Stock

<PAGE>

represented by such Certificates were held directly by the respective

registered holders of such Certificates.

B. If the Corporation shall declare a dividend of Stock or

shall otherwise distribute shares of Stock with respect to or upon shares

of Stock held by the Trustee hereunder, upon the Corporation's delivery to

the Trustee of stock certificates representing such shares of Stock, the

Trustee shall hold such shares of Stock and such stock certificates subject

to the terms hereof, and shall issue, PRO RATA, to the respective

registered holders of the then-outstanding Certificates, additional

Certificates, which shall represent the beneficial interest in such

additional shares of Stock, and which shall be registered in the name of

such respective registered holders of the then outstanding Certificates.

5. TRUSTEE: IN GENERAL; POWERS
---------------------------

A. The Trustee shall have full power, at any time and from time

to time, to cause certificates of shares of Stock held by him as Trustee

hereunder to be transferred on the books of the Corporation into his own

name; PROVIDED, HOWEVER, that as holder of such shares of Stock the Trustee

shall assume no liability as stockholder, his interest hereunder being

solely that of Trustee.

B. Upon the transfer of Certificates of shares of Stock to the

Trustee and thereafter, the Trustee shall, in person or by his nominee, in

respect of any and all such Stock held by him hereunder, possess and be

entitled to exercise all shareholder rights, including the right to vote

and to give any consent for any purpose as fully as any shareholder might

<PAGE>

do, and to waive any shareholder's rights or privileges in respect thereof,

and to consent to any act of the Corporation, as though he were the

absolute owner of such Stock, but shall not have any right to sell or

otherwise dispose of any Stock, other than by distribution to the holders

of Certificates upon termination of this Agreement. The right to vote

shall include, without being limited to, the right to vote in favor of or

against the dissolution, reorganization, merger, consolidation or

recapitalization or the sale, lease, exchange or disposition of

substantially all of the assets of the Corporation.

C. The Trustee is hereby expressly authorized to do any and all

acts which he deems necessary or advisable in connection with the carrying

out of the terms, provisions and conditions of this Agreement.

D. The interpretation by the Trustee of the terms, provisions

and conditions of this Agreement and any Certificates issued hereunder

shall be conclusive and binding upon all holders of Certificates and on all

other interested parties.

6. TRUSTEE; PROCEDURE
------------------

The Trustee may exercise any power or perform any act under

this Agreement by an agent or attorney, appointed in writing.

7. RESIGNATION; SUCCESSOR TRUSTEE
------------------------------

A. In the event of the death or disability of the Trustee, his

executor or legal representative shall select a successor Trustee to

replace the deceased or disabled Trustee.

<PAGE>

B. Any successor Trustee shall succeed to and have all the

rights, powers, privileges and duties of the Trustee named herein, with the

same force and effect as though such successor Trustee had originally been

a party to this Agreement.

8. TERMINATION
-----------

A. Unless sooner terminated in accordance with the provisions

of Section 8B hereof or extended in accordance with this Section 8A, this

Agreement shall terminate without notice by or action of the Trustee on

______, 2008; PROVIDED, HOWEVER, that within two (2) years prior to the

termination of the initial term or any extension term hereof, the then

Shareholders may agree to extend the duration of this Agreement for an

additional period agreed to at such time as permissible under applicable

Law.

B. This Agreement may be terminated prior to the date specified

in Section 8A only by the written agreement of the Trustee.

C. Upon termination of this Agreement, the Trustee, in exchange

for and upon the surrender of any Certificate then outstanding by the

registered holder thereof, shall, in accordance with the terms thereof,

transfer a Certificate or Certificates of shares of Stock held by the

Trustee hereunder to the registered holder of such Certificate, in an

amount equal to the number of shares of Stock the beneficial interest in

which is represented by such surrendered Certificate. Thereupon, all

liability of the Trustee for delivery of such Certificates of shares of

Stock shall terminate, and the Certificate so surrendered shall be null and

<PAGE>

void. The Trustee acknowledges that the transfer of Stock is restricted by

the provisions of the Shareholders Agreement and agrees that he shall not

deliver any Certificates for Stock, and the holders of Certificates shall

by accepting the same shall be conclusively deemed to have agreed that the

Trustee shall not be acquired to deliver any Certificates for Stock, to any

person whose acquisition of the same would be in violation of the

Shareholders Agreement.

D. If upon termination hereof, one or more registered holders

of Certificates shall fail to surrender the same to the Trustee in

accordance with the provisions of Section 8C within a reasonable time (not

to exceed 90 days) after such termination, the Trustee shall deposit with

the Corporation Certificates of shares of Stock, properly endorsed for

transfer in blank, for the number of shares of Stock whose beneficial

interest is represented by such outstanding Certificates, with authority in

writing to the Corporation to deliver such Certificates of shares of Stock

in exchange for and upon the surrender of any such outstanding Certificates

by or for the account of the registered holders thereof, in the amounts

equal to the number of shares of Stock represented by the Certificates so

surrendered, and thereupon, all liability of the Trustee for delivery of

such Certificates of shares of Stock in exchange for Certificates shall

terminate.

9. SUCCESSORS AND ASSIGNS
----------------------

All of the terms, provisions and conditions of this Agreement and

any Certificate issued hereunder shall apply to, be binding upon and inure

to the benefit of the Trustee and any successor Trustee appointed or

<PAGE>

designated under the provisions of Section 8 hereof and the holders of

Certificates and their heirs, assigns, and legal representatives.

10. GOVERNING LAW
-------------

The validity, enforceability and interpretation of this Agreement

and any Certificate issued hereunder shall be determined in accordance with

and governed by the laws of the State of Delaware.

11. FILING AND INSPECTION
---------------------

A counterpart of this Agreement shall be deposited with the

Corporation at its executive offices at c/o BAESA, Florida Division, 700

South Federal Highway, 2nd Floor, Boca Raton, Florida, and a copy at the

offices of the Secretary of the Corporation at Martinez Odell & Calabria,

c/o Lawrence Odell, 16th Floor, Popular Center Building, Hato Rey, Puerto

Rico, and shall be open for inspection by any Shareholder of the

Corporation or by any registered holder of a Certificate, in person or by

agent or attorney, during regular business hours.

12. AGREEMENT
---------

A. This Agreement may be executed in any number of

counterparts, each of which shall be an original and all of which, taken

together, shall constitute one and the same instrument.

B. This Agreement contains the entire agreement and

understanding of the parties with respect to the transactions contemplated

hereby. Except as herein expressly provided with respect to the

Shareholders Agreement, no prior agreement, whether written or oral, shall

be construed to change, amend, alter, repeal or invalidate this Agreement.

<PAGE>

13. SEVERABILITY
------------

A. If any provision hereof or of any Certificate issued

hereunder shall, in whole or in part, prove to be invalid for any reason,

such invalidity shall affect only the portion of such provision which shall

be invalid, and in all other respects this Agreement and any Certificate

issued hereunder shall stand as if such invalid provisions had not been

made, and they shall fail to the extent, and only to the extent, of such

invalid provision, and no other portion or provision of this Agreement, or

any Certificate issued hereunder, shall be invalidated, impaired or

affected thereby.

IN WITNESS WHEREOF, each of the parties hereto has executed this

Agreement, as of the day and year first above written.

TRUSTEE:
-------

/S/ CHARLES H. BEACH
----------------------------------------
Charles H. Beach,
Trustee

SHAREHOLDERS:
------------

/S/ SANDRA WAUGH
----------------------------------------
Sandra Waugh

/S/ LINDA MCCUNE
----------------------------------------
Linda McCune

/S/ CHARLES BEACH, JR.
----------------------------------------
Charles Beach, Jr.

Exhibit 9.7

FIRST AMENDMENT TO THE
GERRITS SHAREHOLDER GROUP
VOTING TRUST AGREEMENT
DATED APRIL 27, 1987

AMENDMENT TO VOTING TRUST AGREEMENT dated as of July __, 1995, by
and among the undersigned holders of certain shares of stock of PEPSI-COLA
PUERTO RICO BOTTLING COMPANY, a Delaware Corporation (the "Corporation")
(the undersigned shareholders of the Corporation are hereinafter referenced
to individually as a "Shareholder", and collectively as "Shareholders"),
and Michael J. Gerrits and his successor in trust, as trustee (hereinafter
referred to as the "Trustee").

W I T N E S S E T H :

WHEREAS, the Trustee and the Shareholders entered into a Voting
Trust Agreement dated April 27, 1987 (the "Agreement") to secure competent
management for the Corporation and to assure the stability and continuity
of policy, management and control of the Corporation; and

WHEREAS, the parties hereto desire to amend the Agreement for the
purposes set forth herein.

NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:

1. The Shareholders and the Trustee hereby acknowledge and
agree that the definition of "Stock" set forth in the Recitals in the
Agreement is hereby amended to include the shares of Class A Common Stock
of the Corporation, the shares of Class B Common Stock of the Corporation
and such other class or classes of equity securities which the Corporation
may issue from time to time.

2. Pursuant to the terms of Section 9B of the Agreement, the
duration of the Agreement shall be extended for an additional period of ten
(10) years from the date hereof, unless terminated prior to the end of such
term upon the occurrence of any of the following events:

(i) the termination of the Exclusive Bottling Appointment dated
April 27, 1987, as amended, between the Corporation and
PepsiCo, Inc.; or

(ii) the termination of the Shareholders Agreement dated April
27, 1987, as amended, between certain shareholders of the
Corporation; or

<PAGE>

(iii) the Shareholders, or their permitted successors or
assigns, cease to be holders of record of any shares of
Stock of the Corporation which are held in trust under
the Agreement.

IN WITNESS WHEREOF, the Shareholders party hereto and the Trustee
have hereunto set their hands as of the date first above written.

TRUSTEE:
_______

/S/ MICHAEL J. GERRITS
---------------------------------------------
Michael J. Gerrits, as Trustee

SHAREHOLDERS:
____________

/S/ MICHAEL J. GERRITS
---------------------------------------------
Michael J. Gerrits
Investments Limited

/S/ PATRICK T. GERRITS
---------------------------------------------
Patrick T. Gerrits
Irrevocable Trust

/S/ PATRICK T. GERRITS
---------------------------------------------
Patrick T. Gerrits Settlement

/S/ CHRISTINE M. GERRITS
---------------------------------------------
Christine M. Gerrits
Irrevocable Trust

/S/ ANNE GERRITS
---------------------------------------------
Anne Gerrits Trust

2
<PAGE>

/S/ JAMES C. KEAVNEY and LAURE L. KEAVNEY
---------------------------------------------
James C. Keavney and
Laure L. Keavney

/S/ JAMES C. KEAVNEY
---------------------------------------------
James C. Keavney, as Trustee
of the Laure L. Keavney IGST

/S/ LAURE L. KEAVNEY
---------------------------------------------
Laure L. Keavney, as Trustee
of the James C. Keavney IGST

/S/ JAMES O'BRIEN PER. REP.
---------------------------------------------
The Estate of James O'Brien

/S/ WILLIAM A. PROULX
---------------------------------------------
William A. Proulx

/S/ RONALD ROBSON
---------------------------------------------
Ronald Robson

/S/ THOMAS J. LAWLESS
---------------------------------------------
Thomas J. Lawless

Exhibit 9.8

FIRST AMENDMENT TO THE
KRAUSER SHAREHOLDER GROUP
VOTING TRUST AGREEMENT
DATED APRIL 27, 1987

AMENDMENT TO VOTING TRUST AGREEMENT dated as of August 28, 1995,
by and among the undersigned holders of certain shares of stock of PEPSI-
COLA PUERTO RICO BOTTLING COMPANY, a Delaware Corporation (the
"Corporation") (the undersigned shareholders of the Corporation are
hereinafter referenced to individually as a "Shareholder", and collectively
as "Shareholders"), and Charles R. Krauser and his successor in trust, as
trustee (hereinafter referred to as the "Trustee").

W I T N E S S E T H :

WHEREAS, the parties hereto desire to amend the Agreement for the
purposes set forth herein.

NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:

(i) the termination of the Exclusive Bottling Appointment dated
April 27, 1987, as amended, between the Corporation and
PepsiCo, Inc.; or

(ii) the termination of the Shareholders Agreement dated April
27, 1987, as amended, between certain shareholders of the
Corporation; or

<PAGE>
(iii) the Shareholders, or their permitted successors or
assigns, cease to be holders of record of any shares of
Stock of the Corporation which are held in trust under
the Agreement.

IN WITNESS WHEREOF, the Shareholders party hereto and the Trustee
have hereunto set their hands as of the date first above written.

TRUSTEE:
-------

/S/ CHARLES R. KRAUSER
---------------------------------------------
Charles R. Krauser, as Trustee

SHAREHOLDERS:
------------

/S/ CHARLES R. KRAUSER
---------------------------------------------
Charles R. Krauser for the Krauser
Family Investments Ltd.

/S/ ROSE KRAUSER
---------------------------------------------
Rose Krauser, Trustee of the
Krauser Irrevocable Education Trust

/S/ JOHN GOLTRA
---------------------------------------------
John Goltra for the Goltra Family
Investments Ltd.

/S/ JOHN R. GOLTRA
---------------------------------------------
John R. Goltra, Trustee of the
Janet L. Goltra IGST

/S/ DOROTHY D'ANGELO
---------------------------------------------
Dorothy D'Angelo

2
<PAGE>

/S/ CHARLES R. KRAUSER
---------------------------------------------
Charles R. Krauser, Trustee of the
Rose Krauser IGST

/S/ ROSE KRAUSER
---------------------------------------------
Rose Krauser, Trustee of the Charles
R. Krauser IGST

/S/ JANET GOLTRA
---------------------------------------------
Janet Goltra, Trustee of the John R.
Goltra IGST

<PAGE>

Exhibit 10.23

[LETTERHEAD OF CROWN CORK & SEAL COMPANY, INC.]

September 20, 1995

Mr. L. Keegan
International Beverage Management, Inc.
700 South Federal Highway
Suite 200
Boca Raton, FL 33432

Dear Lenny:

Crown Cork & Seal is pleased to present to you our pricing program for two-
piece aluminum beverage containers for 1996 and 1997. We believe this
program will help bring stability to beverage can pricing and allow for
potential price reductions without the need for you to commit your business
for an unusually long period of time. The details of our pricing program
follow:

LENGTH OF TERM - The term of our agreement will be for a period of two (2)
years beginning January 1, 1996 and ending December 31, 1997.

VOLUME COMMITMENT - Crown will agree to supply to you and you will agree to
purchase from Crown specific quantities of aluminum beverage cans and ends
("Containers") in both 1996 and 1997.

INITIAL PRICES - Container prices effective as of January 1, 1996 will be
dependent upon the Average Midwest Ingot Price (LME actual transaction
price plus Midwest Premium) for the period June 1, 1995 through November
30, 1995. Your initial prices under our two-year program will be
competitive with five (5) year pricing programs offered by other aluminum
beverage can suppliers.

PRICE CHANGES - During the two year period of the Crown pricing program,
beverage can and end prices will be adjusted to reflect changes in aluminum
prices and other cost changes as follows:

A) METAL COMPONENT - Adjustments will be made on April 1 and October
1 of 1996 and 1997 to reflect changes (increases or decreases) in
the Average Midwest Ingot Price. The April 1 adjustments will be
based on the Average Midwest Ingot Price for the September 1
through February 29 period preceding the adjustment date. The
October 1 adjustments will be based on the Average Midwest Ingot
Price for the March 1 through August 31 period preceding the
adjustment date. Any upward adjustment in Container prices will
be limited by the "ceiling" price for aluminum as described
below.
<PAGE>
B) NON-METAL COMPONENT - On January 1, 1997, 32.5% of the initial
can and end prices will be adjusted to reflect one-half (50%) of
the percent change (increase or decrease) in the Producer Price
Index for Intermediate Materials, Suppliers, and Components (the
"PPI") for the period October 1995 ("base month") through
September 1996.

CEILING PRICE - A maximum or "ceiling" price will be established for
Container prices during the two year period of this program. For 1996, the
metal adjustments will be limited by a "ceiling" based upon a maximum
Average Midwest Ingot Price of $.85 per pound. In 1997 the ceiling price
will be adjusted to reflect one-half (50%) of the change (increase or
decrease) in the PPI, as described above, for the period October 1995
through September 1996.

FLOOR PRICE - There will be no minimum or "floor" price as part of the
Crown pricing program. Container prices will be permitted to decrease to
reflect any downward price changes in aluminum or reductions in the PPI.

U.B.C. SCRAP - There will be no mandatory U.B.C. scrap return requirements
as part of Crown's pricing program.

ADDITIONAL CONTAINERS - Any Containers supplied by Crown in excess of those
quantities committed to under this two-year agreement will be covered by
separate pricing arrangements and subject to market fluctuations.

TIMING - Your response to our two-year pricing proposal is required on or
before Friday, September 29, 1995. We need your commitment in order to
secure adequate supplies of aluminum for the two-year program.

We believe our two-year pricing program will be advantageous to you versus
other programs offered by our competitors:

(a) Our program has no "floor" or lower price limitation;

(b) our two-year term gives you flexibility to react to changing
markets and business conditions;

(d) there will be no third party aluminum company involved in the
agreement between you and Crown.
<PAGE>
If you have any questions regarding Crown's two-year pricing program for
1996 and 1997, please contact your Crown sales representative or call my
office in Atlanta.

Please indicate your acceptance of our two year program and provide your
volume commitment in the spaces provided below. A signed copy of this
acceptance must be returned to my office on or before Friday, September 27,
1996.

Very truly yours,

CROWN CORK & SEAL COMPANY, INC.

/s/ Joe George, Jr.

Joe George, Jr.
Vice President
Southern Division

JG/sp

We agree to and accept Crown's pricing proposal for 1996 and 1997 and
commit the annual volume as follows:

Name: /s/ L.T. Keegan
-------------------------------------
Title: Director, Corporate Logistics
-----------------------------------

Company:
------------------------------------

<TABLE>
<CAPTION>
VOLUME COMMITMENT: 1996 1997 Locations
---- ---- ---------
(MILLIONS OF CONTAINERS)
<S> <C> 270mm <C> 225mm <C>P.R.
</TABLE>
<PAGE>

Exhibit 10.24

TRANSITION AGREEMENT

THIS AGREEMENT made and entered into as of May, 1996 by

Buenos Aires Embotelladora S.A., a corporation organized and existing under

the laws of Argentina ("BAESA"), PepsiCo, Inc., a company organized and

existing under the laws of the State of North Carolina ("PepsiCo"), Pepsi-

Cola Puerto Rico Bottling Company, a company organized and existing under

the laws of the State of Delaware ("PCPRB") and Charles H. Beach, currently

the Chief Executive Officer of BAESA and of PCPRB.

W I T N E S S E T H :

WHEREAS, the purpose of this Agreement is to set forth the

agreements of certain of the indirect principal shareholders of BAESA with

respect to certain changes in their previous agreements regarding the

voting of BAESA shares owned or controlled by them and regarding changes in

the management of BAESA and fostering closer cooperation between BAESA and

PepsiCo;

WHEREAS, PepsiCo, which owns approximately 24% of the outstanding

capital stock of BAESA and is the franchisor of the Pepsi-Cola Bottling

franchises held by BAESA, desires to improve BAESA's profitability and is

willing to make certain commitments in order to facilitate the accelerated

transition to PepsiCo's exercise of majority voting control of BAESA,

subject to certain management rights to be retained by Charles Beach (the

period immediately following such transition while Charles Beach retains

such rights being hereinafter referred to as "Phase II");

WHEREAS, PCPRB, which is the owner of approximately 17% of the

outstanding capital stock of BAESA, also desires to improve the

<PAGE>

profitability of BAESA and in consideration of the commitments made by

PepsiCo in this Agreement is willing to cooperate with and take steps to

facilitate the contemplated transition to Phase II; and

WHEREAS, Charles Beach, who is designated as one of the two

Essential Shareholders of BAESA in the Exclusive Bottling Appointments

between BAESA and PepsiCo pursuant to which BAESA has obtained franchise

rights to bottle and distribute PepsiCo products in its franchise

territories, and who is also the controlling shareholder of PCPRB, desires

to facilitate certain steps contemplated by this Agreement which he

believes are in the best interest of the shareholders of BAESA, including

PCPRB, and accordingly is willing to exercise his right to cause the

transition to Phase II in consideration of the commitments made by the

other parties contained in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants and agreements contained herein, the parties agree as follows:

ARTICLE I

AGREEMENTS OF BAESA

1.01 COST SAVINGS. BAESA agrees that it will continue its current

program of reducing expenditures wherever possible (as described in BAESA's

current annual report on Form 20-F) in order to improve BAESA's

profitability. BAESA and PepsiCo currently are working together diligently

to improve the profitability of BAESA. In particular, BAESA and PepsiCo

will work to reduce the divisional offices and corporate overhead of BAESA.

2
<PAGE>

1.02 HUMAN RESOURCES. (a) BAESA recognizes that, in connection

with the accelerated transition to Phase II, and the transfer of majority

voting control to PepsiCo, and consistent with its agreement contained herein

to effect further cost savings, certain of BAESA's existing senior executives,

and senior executives of its operating subsidiaries, may be terminated. In

connection with any such termination, BAESA will provide such senior executives

reasonable and customary severance payments and health and other benefits,

if appropriate under the circumstances or legally required.

(b) Certain of BAESA's senior executives have been awarded

options on BAESA's Class B shares pursuant to the BAESA Stock Option Plan

(the "Option Plan"). BAESA agrees that in connection with the transition

to Phase II, it will consider adjusting the terms of the options previously

issued under the Option Plan to certain of the key individuals who will be

continuing as employees of BAESA during Phase II and it will consider

adjusting the vesting and exercise periods of the options for the other

employees who received options under the Option Plan.

1.03 CONTINUATION OF EMPLOYMENT OF CHARLES BEACH.

In connection with the transition to Phase II, and effective July 1,

1996, BAESA shall enter into an employment agreement (the "Employment

Agreement") with Charles Beach providing for his employment by BAESA as

Chairman of its Board of Directors for a period of two years after such

date. The Employment Agreement shall contain the following terms and

conditions for the duration of such two-year period:

3
<PAGE>

(a) Charles Beach shall be entitled to receive his current

compensation (based on prior year bonus) from BAESA (as Chief Executive

Officer) subject to adjustment for inflation during the term of his

employment.

(b) BAESA shall provide to Charles Beach in Boca Raton,

Florida, suitable office space and accounting services during the term of

his employment and shall employ for him a secretary and a combined

clerk/driver on a full-time basis, with the individuals to be hired for

such positions to be selected by Charles Beach. The individuals employed

by BAESA for these positions shall receive salaries and benefit packages

equivalent to the current salaries and benefit packages received by the

current BAESA employees in these positions.

reimbursement for reasonable out-of-pocket expenses incurred in connection

with performing his duties under the Employment Agreement, including

travel, lodging and entertainment expenses.

(d) Charles Beach's duties under the Employment Agreement

shall be limited to providing consultation and advice to the management and

board of directors of BAESA with respect to BAESA's business operations.

Charles Beach shall not have any direct responsibility for the day-to-day

management or operations of BAESA.

(e) Charles Beach shall be entitled to receive under the

Employment Agreement the benefit package currently received byhim as the

Chief Executive Officer of BAESA.

4
<PAGE>

(f) In addition to any rights which shall be retained by

Charles Beach under the amended Franchise Commitment Letter as provided in

Section 1.05 hereof, Charles Beach shall have the right and authority at

any time to require BAESA to retain at its expense independent legal

counsel selected by him to advise him and BAESA on matters which he

believes require the advice of such counsel, particularly involving

securities law disclosure issues and issues relating to transactions

between BAESA and any of its affiliates; PROVIDED, HOWEVER, that
all legal

bills shall be reasonable and subject to the approval of BAESA.

1.04 COOPERATION WITH PCPRB. BAESA acknowledges that the transition

to Phase II will result in PCPRB no longer indirectly controlling BAESA and

possibly resulting in PCPRB no longer qualifying for the exemption from

registration under the Investment Company Act of 1940 (the "1940 Act")

provided by Rule 3a-1 thereunder. In consideration of the agreement of

PCPRB to facilitate the transition to Phase II contemplated by this

Agreement, BAESA agrees that it will use its best efforts in the future, at

the request of PCPRB, to assist PCPRB in effecting transactions which PCPRB

considers necessary or advisable in order to avoid the requirement that

PCPRB register as an investment company under the 1940 Act; PROVIDED,

HOWEVER, that such transactions will only be done as an accommodation to

PCPRB and BAESA shall not assume any cost, expense or liability (tax or

otherwise) as a result of any such transaction. Subject to the foregoing

proviso, the transactions may include the transaction proposed in Larry

Odell's memo dated April 17, 1996 to Robert K. Biggart. Inaddition, BAESA

5
<PAGE>

agrees that it will take whatever steps are necessary under the

circumstances to register for resale under the Securities Act of 1933 any

BAESA shares held by PCPRB (including any newly issued BAESA shares, as

contemplated by the previous sentence) in connection with a decision by

PCPRB to dispose of such shares or to distribute BAESA shares to its

shareholders so that after such disposition or distribution they will be

freely tradable shares. Notwithstanding the foregoing, other than a

registration statement to be filed at PCPRB's expense for BAESA shares

issued in such transaction, BAESA shall not be obligated to file

registration statements (with the SEC or the Argentine Comision Nacional de

Valores), expend management time or incur expense in connection with the

performance of any other registration obligation beyond that contemplated

by Section 5.02(h) of the BSA Partnership Agreement. BAESA also agrees to

provide in the future to PCPRB any and all financial information on a

timely basis which is required by PCPRB to complete its annual or quarterly

financial statements as required under Securities and Exchange Commission

and New York Stock Exchange rules and regulations.

1.05 AMENDMENT TO FRANCHISE COMMITMENT LETTER. In
connection with the transition to Phase II, BAESA agrees that it will enter

into an amendment of the Master Franchise Commitment Letter dated November

1, 1993 among PepsiCo, Seven-Up International, BAESA and Argentine Bottling

Associates (the "Franchise Commitment Letter") which will amend and restate

Section 9 "Approval Rights of Controlling Shareholders" of such Franchise

Commitment

6
<PAGE>

Letter as set forth in Schedule 1.05 hereto. In addition, such amendment

shall provide that Charles Beach shall become a third party beneficiary of

such Franchise Commitment Letter with the right to enforce the provisions

of such Section 9. Also, such amendment shall set forth (i) the agreement

(during Phase II and thereafter) of BAESA and PepsiCo with respect to the

price of concentrate purchased by BAESA from PepsiCo for use in BAESA's

Brazilian franchise territories and (ii) the amount of any payables owed by

PCI to BAESA or BAESA to PCI on July 1, 1996. The agreement relating to

Net Invoicing which is due to expire at the end of June 1996 shall be

extended or terminated at PepsiCo's option; provided that if PepsiCo

extends this agreement, (x) the provision which gives PepsiCo the right to

increase the concentrate price at its direction shall be eliminated and (y)

PepsiCo shall have the right to terminate such extension at any time (and

return to the original concentrate pricing and marketing spending levels).

In addition, the Franchise Commitment Letter and each of the Exclusive

Bottling Appointments between PepsiCo and BAESA shall be amended as of July

1, 1996 to eliminate any references to Charles Beach or Michael Gerrits as

Essential Shareholders of BAESA and to remove all restrictions contained in

such agreements with respect to any required shareholdings by such

individuals in BAESA or on the disposition of their BAESA shares.

7
<PAGE>

ARTICLE I.

AGREEMENTS OF PEPSICO

2.01 AMENDMENT TO FRANCHISE COMMITMENT LETTER. PepsiCo agrees to

execute and deliver to BAESA and to Charles Beach and the other parties

thereto the amendment to the Franchise Commitment Letter and the amendments

to the BAESA Exclusive Bottling Appointments contemplated by that Section

1.06 hereof.

2.02 RESTRICTIONS ON TRANSFER OF BAESA SHARES. PepsiCo agrees that

all restrictions on dispositions of BAESA shares contained in Sections 5.01

and 5.02 of the Amended and Restated General Partnership Agreement dated

November 1, 1993, as amended (the "BSA Partnership Agreement") of Baesa

Shareholder Associates ("BSA") (by Argentine Bottling Associates ("ABA"),

the Essential Shareholders, the Non-Essential Shareholders or the PepsiCo

Partners, as such parties are defined therein) shall be removed. On July

1, 1996 the parties to the BSA Partnership Agreement shall amend the BSA

Partnership Agreement to eliminate these restrictions. ABA shall

thereafter be free without restriction to withdraw from BSA its interest in

the BAESA shares owned by BSA provided that such withdrawals must be only

BAESA Class B Shares. To the extent that ABA wishes to withdraw more BAESA

Class B Shares than BSA owns, BAESA Class A Shares owned by BSA shall be

converted to BAESA Class B Shares before they are withdrawn. As a result,

no BAESA Class A shares shall be withdrawn from BSA by ABA.

Notwithstanding the foregoing, PCPRB agrees that it shall not cause ABA to

withdraw from BSA the BAESA shares owned by PCPRB until the earlier of (i)

the completion of any offering during 1996 of BAESA shares or (ii) October

8
<PAGE>

1, 1996. PepsiCo also agrees to the termination effective July 1, 1996 of

the Voting Trust Agreement dated November 1, 1993 between BSA and Riverside

S.A. and the distribution of the BAESA Class A shares held thereunder

(following an exchange of such BAESA Class A shares into BAESA Class B

shares) to Riverside S.A.

2.03 USE OF PEPSICO VOTING CONTROL. PepsiCo agrees to use its voting

control of BAESA, which PepsiCo will acquire as a result of the transition

to Phase II, to cause BAESA to perform all of its agreements contained in

this Agreement. In addition, PepsiCo shall cause BAESA to be operated

solely with a view to the long-term best interests of BAESA shareholders.

2.04 TRANSITION CHIEF EXECUTIVE OFFICER. During the period from the

execution of this Agreement until July 1, 1996, PepsiCo shall designate an

individual to act as Co-Chief Executive Officer of BAESA who will, working

with Charles Beach during this transition period, share with Charles Beach

responsibility for the day-to-day operations of BAESA. In addition,

PepsiCo will use its best efforts to ensure, using its voting control, that

in the future the Chief Executive of BAESA and the principal country

managers for Brazil and Argentina shall be employed by BAESA and its

subsidiaries (and shall not be employees of PepsiCo) and shall be provided

with appropriate incentives consistent with the longterm best interest of

BAESA's shareholders.

2.05 AGREEMENTS WITH RESPECT TO PCPRB. In consideration of PCPRB's

agreement to facilitate the transition to Phase II, PepsiCo agrees to

support and encourage PCPRB's effort to identify and acquire additional

PepsiCo franchise territories in the Caribbean and other appropriate

9
<PAGE>

regions. If and when PepsiCo is legally able to grant a new Pepsi-Cola

franchise in Cuba, PCPRB will be considered as one of the preferred

possible candidates for this territory. PepsiCo's consideration in

granting this franchise will be based on all relevant factors including

past performance, management strength and financial ability and commitment

to invest in the market. If PCPRB meets these criteria, in PepsiCo's

judgment, PCPRB will be considered the preferred possible candidate.

ARTICLE III.

AGREEMENTS OF CHARLES BEACH

3.01 In consideration of the agreements of the parties in this

Agreement, Charles Beach shall, effective July 1, 1996, resign as the Chief

Executive Officer of BAESA and shall enter into the Employment Agreement

with BAESA described in Section 1.05 hereof.

3.02 TRANSITION TO PHASE II. Charles Beach hereby notifies PepsiCo of

the commencement of Phase II, effective July 1, 1996, subject to the terms

and conditions set forth in this agreement. During Phase II, PepsiCo shall

have voting control over BAESA as a result of its acquisition of Class A

shares in connection with the liquidation of BSA. In addition, during the

term of the Employment Agreement, Charles Beach shall have the Management

Rights set forth in the amended Franchise Commitment Letter as contemplated

by Section 1.06 hereof.

10
<PAGE>

ARTICLE IV.

AGREEMENTS OF PCPRB

4.01 TRANSITION TO PHASE II. In consideration of the agreements of

the other parties under this Agreement, PCPRB will, as the controlling

partner of ABA (and through ABA, the controlling partner of BSA), cooperate

to facilitate the transition to Phase II contemplated by this Agreement and

the partial liquidation of BSA.

ARTICLE V.

MISCELLANEOUS

5.01 NOTICES. Any notice to be given under this Agreement shall be

deemed sufficiently served when in writing and delivered in person, by

facsimile transmission (to be confirmed promptly by registered airmail),

telex, courier or by prepaid, registered airmail, addressed as follows:

IF TO BAESA:
___________

700 South Federal Highway
Suite 200
Boca Raton, Florida 33432
Attention: Charles Beach
Telecopier: (407) 347-3836

IF TO PEPSICO:
_____________

PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
Attention: Secretary
Telecopier: (914) 253-3123

IF TO PCPRB:
___________

26 Sim<o'>n Madera Avenue
Villa Prades
Ri<o'> Piedras
Puerto Rico 00924
Attention: Jose Carlos Villares
Telephone: (809) 758-5252

11
<PAGE>

IF TO CHARLES BEACH:
___________________

c/o Buenos Aires Embotelladora S.A.
700 South Federal Highway
Suite 200
Boca Raton, Florida 33432
Attention: Charles Beach
Telecopier: (407) 347-3836

Any party may change its address provided above for the purpose of this

Agreement by giving written notice to the other parties of such change in

the manner hereinabove provided.

5.02 GOVERNING LAW. This Agreement shall be construed in accordance

with the laws of the State of New York without regard to its principles of

conflicts of laws.

5.03 ASSIGNMENT. The rights and obligations under this Agreement may

not be assigned by any party to any third party without the prior written

consent of all other parties.

5.04 ENTIRE AGREEMENT. This Agreement, together with all Schedules

hereto, represents the entire agreement and understanding between the

parties with respect to the subject matter of this Agreement and supersedes

any other agreement or understanding, written or verbal, that the parties

may have had.

5.05 AMENDMENTS. Any modification, amendment, supplement, or waiver

of any provision of this Agreement shall be effective if, but only if, in

writing and signed by an authorized representative of each of the parties.

5.06 CAPTIONS. The title headings of the respective articles and

sections of this Agreement are inserted for convenience and shall not be

deemed to be a part of this Agreement or considered in construing this

Agreement.

12
<PAGE>

5.07 SEVERABILITY. If any article, section or paragraph, or part

thereof, of this Agreement, or any agreement or document appended hereto or

made a part hereof is invalid, ruled illegal by any court of competent

jurisdiction, or unenforceable under present or future laws effective

during the term of this Agreement, then it is the intention of the parties

that the remainder of the Agreement, or any agreement or document appended

hereto or made a part hereof, shall not be affected thereby unless the

deletion of such provision shall cause this Agreement to become materially

adverse to any party in which case such party shall have the right to cause

the Agreement to be terminated.

5.08 COUNTERPARTS. This Agreement may be executed in one or more

counterparts, and by each party on the same or different counterparts, but

all of such counterparts shall together constitute one and the same

instrument.

5.09 FURTHER ASSURANCES. Each party shall take such actions and

execute such papers, documents, and instruments as the other party may

reasonably request to evidence and effectuate the rights and obligations of

the parties hereunder and the transactions contemplated hereby.

5.10 WAIVERS. No failure by a party to take any action with respect

to a breach of this Agreement or a default by any other party shall

constitute a waiver of the former party's right to enforce any provision of

this Agreement or to take action with respect to such breach or default or

any subsequent breach or default. Waiver by any party of any breach or

failure to comply with any provision of this Agreement by a party shall not

13
<PAGE>

be construed as, or constitute, a continuing waiver of such provision, or a

waiver of any other breach of or failure to comply with any other provision

of this Agreement.

5.11 PUBLIC ANNOUNCEMENTS. All press releases and other public

announcements made by any party disclosing the terms of this Agreement

shall be subject to the approval of all parties, except to the extent

required by law.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to

be duly executed as of the day and year first above written.

BUENOS AIRES EMBOTELLADORA S.A.

By:__________________________
Name:
Title:

PEPSICO, INC.

By:__________________________
Name:
Title:

PEPSI-COLA PUERTO RICO BOTTLING COMPANY

By:__________________________
Name:
Title:

CHARLES BEACH

By:__________________________
Name:
Title:

14
<PAGE>

SCHEDULE 1.05

9. APPROVAL RIGHTS OF CHARLES BEACH

During Phase II (which will commence on July 1, 1996 and continue

for a period of two years thereafter, unless sooner terminated by the

resignation as Chairman of BAESA or incapacity of Charles Beach) PepsiCo,

Inc. will appoint the Chief Executive Officer of the Bottling Companies who

will have full management authority to conduct the Bottling Companies'

business subject to Charles Beach's right to approve certain management

decisions described in the following sentence. During Phase II Charles

Beach will be Chairman of the Board of the Bottling Companies and have the

following approval rights:

(a) appointment of BAESA's Chief Executive Officer.

(b) any individual capital expenditure or series of related

expenditures in excess of U.S.$3,500,000.

assets in excess of U.S.$3,500,000.

(d) production, sale or distribution of any non-PCI brands

(other than those currently being produced, sold or distributed by the

Bottling Companies).

(e) engage in any non beverage business, to the extent not

already conducted or agreed upon.

(f) enter into any transaction between BAESA and the Company or

any company affiliated with the Company.

(g) any capital increase or new share and other equity security

issuances other than pursuant to outstanding options.

15
<PAGE>

(h) any capital reduction or share repurchase.

(i) any dividends less than or in excess of 30% of BAESA's

consolidated after tax net income each year.

(j) merge with any other business.

(k) change the By-Laws (Estatutos) of BAESA.

(l) change outside auditors.

(m) liquidate BAESA.

16
<PAGE>

Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Pepsi-Cola Puerto Rico Bottling Company:

We consent to incorporation by reference in the Amendment No.1 to the
Registration Statement on Form S-3 of Pepsi Cola Puerto Rico Bottling Company
(the "Company") covering the registration of 7,000,000 shares of Class B Common
Stock, par value of $0.01 per share, to be filed on March 3, 1998 of our
report dated December 5, 1997, relating to the consolidated balance sheets of
the Company and subsidiaries as of September 30, 1997 and 1996 and the related
consolidated statements of income/(loss), shareholders' equity and cash flows
for each of the years in the three-year period ended September 30, 1997, which
report appears in the September 30, 1997 annual report on Form 10-K of the
Company.

We also consent to the reference to our firm under the caption "Experts" in
this Registration Statement.

/s/ KPMG Peat Marwick LLP

San Juan, Puerto Rico

February 27, 1998