LETTER OF INTENT, DATED AS OF APRIL 30, 2004

EXHIBIT 99.2


EMBOTELLADORA ANDINA S.A.



April 30, 2004




Messrs.
RECOFARMA INDUSTRIA DO AMAZONAS LTDA
Att. Mr. Brian Smith
Praia de Botafogo 374
Rio de Janeiro-RJ,
Brazil



Gentlemen,


The purpose of this Letter of Intent (the "Letter") is to summarize the
essential terms and conditions of a possible swap by Embotelladora Andina S.A.
("EASA") or its Brazilian subsidiary Rio de Janeiro Refrescos Ltda. ("RJRL")
(EASA and RJRL hereinafter jointly referred to as "ANDINA"), of shares held or
to be held by ANDINA representing 100% of the capital stock of a company that
owns or will own certain assets and rights (as hereinafter described) in the
territory of Governador Valadares, state of Minas Gerais, Brazil, in exchange
for shares held or to be held by Recofarma Industria do Amazonas Ltda
("RECOFARMA") representing 100% of the capital stock of a company that owns or
will own certain assets and rights (as hereinafter described) in the territory
of Nova Iguacu, state of Rio de Janeiro, Brazil, hereinafter referred to as the
"Possible Transaction".

ANDINA and RECOFARMA (also hereinafter the "Parties") agree to negotiate
with each other in good faith and to diligently work, in a collaborative manner,
towards attempting to arrive upon mutually satisfactory terms and conditions for
the Possible Transaction. Neither Party shall have any liability to the other,
however, in the event that the Parties are not able to consummate the Potential
Transaction for any reason.

The Parties currently envision that the specific terms and conditions of
the Possible Transaction would include, but not be limited to, the following:





EMBOTELLADORA ANDINA S.A.



1. Swap of Shares.

1.1 ANDINA's intention is to acquire from RECOFARMA, by means of a swap of
shares, 100% of the shares of a company (the "Nova Iguacu Company") that owns or
will own on the Closing Date (as defined below in paragraph 4) substantially all
of the goods, rights and assets, including working capital (to be based on an
adequate amount of finshed product inventory, to be discussed and agreed between
the Parties), currently used in or useful for the operations of Companhia
Mineira de Refrescos S.A. ("CMR") as an authorized bottler of Coca-Cola
Industrias Ltda. ("CCIL") in the territory of Nova Iguacu, state of Rio de
Janeiro, under a Bottler's Agreement entered into by CMR and CCIL (the "Nova
Iguacu Business"). ANDINA has been informed that RECOFARMA intends to establish
the Nova Iguacu Company and transfer to the Nova Iguacu Company CMR's Nova
Iguacu territory rights, operating assets, and working capital. ANDINA would
then acquire 100% of the capital stock of the Nova Iguacu Company, by means of
swapping with RECOFARMA 100% of the capital stock of Governador Valadares
Company, as defined below. The shares of the Nova Iguacu Company to be possibly
acquired by ANDINA would be free and clear of any encumbrances, restrictions or
liabilities of any kind.

1.2 RECOFARMA's intention is to acquire from ANDINA, by means of a swap of
shares, 100% of the shares of a company (the "Governador Valadares Company")
that owns or will own on the Closing Date substantially all of the goods, rights
and assets, including working capital (to be based on an adequate amount of
finisihed product inventory, to be discussed and agreed between the Parties),
currently used in or useful for RJRL's operations as an authorized bottler of
CCIL in the territory of Governador Valadares, state of Minas Gerais, under a
Bottler's Agreement entered into by RJRL and CCIL (the "Governador Valadares
Business"). ANDINA intends to establish the Governador Valadares Company and
transfer to the Governador Valadares Company RJRL's Governador Valadares
territory rights, operating assets, working capital, as well as a cash amount in
Brazilian currency corresponding to US$ 15,500,000.00 (fifteen million five
hundred thousand United States dollars), according to Brazil Central Bank's
average ask/bid PTAX 800 exchange rate as of the business day preceding the
Closing Date. RECOFARMA would then acquire 100% of the capital stock of the
Governador Valadares Company, by means of swapping with ANDINA 100% of the
capital stock of Nova Iguacu Company. The shares of the Governor Valadares
Company to be possibly acquired by RECOFARMA would be free and clear of any
encumbrances, restrictions or liabilities of any kind.

1.3 RECOFARMA and CMR would jointly and severally indemnify, defend and
hold harmless ANDINA from and against any liabilities of any kind incurred with
respect both to the




EMBOTELLADORA ANDINA S.A.



Nova Iguacu Business and to any other business carried on by CMR or RECOFARMA
prior to the Closing Date (as hereinafter defined), and EASA and RJRL would
jointly and severally indemnify, defend and hold harmless RECOFARMA and CMR from
and against any liabilities of any kind incurred with respect both to the
Governador Valadares Business and to any other business carried on by RJRL or
EASA prior to the Closing Date. On the Closing Date, neither the Nova Iguacu
Company nor the Governador Valadares Company would have or be liable for any
debt (other than trade payables incurred in the ordinary course of business
which are not past due) or own any property which is subject to any liens,
restrictions or encumbrances of any kind (other than any nonmonetary
encumbrances which are acceptable to ANDINA or RECOFARMA, as the case may be).

2. Due Diligence. The Possible Transaction is subject to the satisfactory
completion of due diligence investigations of CMR, RJRL, the Nova Iguacu Company
and the Governador Valadares Company for the purpose of assessing any existing
contingencies related thereto, which may affect the Possible Transaction. Such
investigations are to be performed by ANDINA and RECOFARMA or their designees,
at their respective cost. The Parties shall use their reasonable best efforts to
complete their due diligence investigation within 30 days of the date hereof.
The investigation shall include, without limitation, financial, legal, labor,
tax and environmental matters.

3. Agreement. Upon completion of the Parties' due diligence reviews of CMR and
RJRL, at their respective cost and satisfaction, the terms and conditions of the
Possible Transaction will be set forth in a definitive Swap Agreement and in
such other possibly required related agreements (hereinafter the "Agreement") to
be negotiated in a manner consistent with this Letter. The Agreement will be
prepared by the Parties' attorneys in a form customary for transactions of this
type, size and complexity. The Agreement, in addition to those matters
specifically set forth in this Letter, will contain customary representations,
covenants and agreements of RECOFARMA and ANDINA, with adequate survival,
termination and indemnification provisions and reasonable and appropriate
limitations thereon, as are customary in transactions of this type and size,
including, without limitation, indemnification against any future liability
arising from any pre-existing environmental conditions or antitrust claims.
ANDINA and RECOFARMA will use their reasonable best efforts to cause the
Agreement to be executed within 45days of the date hereof.

The Agreement will also include various conditions of closing including,
without limitation: (i) the completion of any conditions precedent to be agreed
by the Parties, (ii) that the Parties' due diligence reviews of the Nova Iguacu
Company and its related assets and business, the Governador Valadares Company
and its related assets and business, have been




EMBOTELLADORA ANDINA S.A.



completed at their respective cost and satisfaction, and that there have been no
material changes to the Nova Iguacu and the Governador Valadares Businesses and
their related assets, rights and liabilities, (iii) that the transactions set
forth in the Agreement have been approved by the Boards of Directors of
RECOFARMA, ANDINA and any other parent or subsidiary of either, as may be
required, (iv) that any required governmental, regulatory and legal consents,
clearances, waivers, notices, authorizations, permits, licenses and approvals
necessary or appropriate for the Possible Transaction to occur and for the Nova
Iguacu Company and its related assets and business and the Governador Valadares
Company and its related assets and business to operate have been obtained, and
(v) that all waiting periods (if any) have been complied with. All costs
incurred in connection with any governmental approvals that may be required for
the completion of the Possible Transaction shall be equally shared by the
Parties.

4. Closing. Subject to negotiation of the Agreement, ANDINA and RECOFARMA will
use their reasonable best efforts to cause all conditions to be satisfied and
the closing of the Possible Transaction contemplated by the Agreement to occur
on or before 120 days of the date hereof (the "Closing Date"), subject to
satisfaction of the conditions set forth herein and in the Agreement.

5. Conduct of Business Pending Execution of Agreement. From the date of this
Letter until the date of the execution of the Agreement, RECOFARMA and ANDINA
will cause the Nova Iguacu Business of CMR and the Nova Iguacu Company and the
Governador Valadares Business of RJRL and the Governador Valadares Company,
respectively, to be operated only in their ordinary course, and will assure
that, without prior notice and written consent from the other Party, the
corresponding Party will not make any material commitments or any material
operational changes, enter into any other commitment or agreement with respect
to the Nova Iguacu Business and the Governador Valadares Business that is
reasonably likely to materially affect the value or nature of the Nova Iguacu or
the Governador Valadares Businesses, as the case may be, or sell or otherwise
dispose of any assets related to the Nova Iguacu or the Governador Valadares
Businesses, as the case may be, having an individual (or in the case of vending
machines, fountain equipment, coolers or returnable glass bottles and crates, a
collective ) value in excess of U.S. $ 1,000 (one thousand United States
dollars), or the local currency equivalent.The Parties will provide each other
with monthly reports containing operational information related to the Nova
Iguacu and the Governador Valadares Businesses.

6. Access. Pending the closing, ANDINA and its employees and agents will have
reasonable access to the various locations, as well as operational and due
diligence related data of CMR, Nova Iguacu Company, their subsidiaries and other
companies of their groups that may be directly or indirectly engaged in the Nova
Iguacu Business and their respective personnel, accountants, lawyers and
consultants during normal operating hours for the purpose




EMBOTELLADORA ANDINA S.A.



of conducting, at ANDINA's expense, the financial, business and legal due
diligence review of the Nova Iguacu Business and the Nova Iguacu Company. In the
same manner, pending the closing, RECOFARMA and its employees and agents will
have reasonable access to the various locations, as well as operational and due
diligence related data of RJRL, Governador Valadares Company, their subsidiaries
and other companies of their groups that may be directly or indirectly engaged
in the Governador Valadares Business and their respective personnel,
accountants, lawyers and consultants during normal operating hours for the
purpose of conducting, at RECOFARMA's expense, the financial, business and legal
due diligence review of the Governador Valadares Business and the Governador
Valadares Company.

7. Disclosures or Public Announcement. No Party hereto, or any agent or
representative thereof, will make any disclosure or public announcement
concerning the transactions contemplated hereby without the prior approval of
the other Party, which approval shall not be unreasonably delayed or withheld;
provided, however, that any Party may make such disclosure or public
announcement if it is advised in writing by legal counsel that such disclosure
or public announcement is required by law or the rules of any applicable stock
exchange, or securities exchange commission.

8. Confidentiality. Each Party shall not disclose to any third party or use for
any purpose other than for the proper performance of this Letter (or any
agreement executed in connection herewith) any information received from the
other Party in whatever form under or in connection with this Letter (or any
agreement executed in connection herewith) without the prior written consent of
the other Party. The above mentioned limitations shall not apply to information
which: (i) was in the public domain at the time of disclosure or later became
part of the public domain without breach of the confidentiality obligations
herein contained; or (ii) disclosure is required by law or court and the
disclosing Party has no legal measures to counteract such disclosure.

9. Other Rights. Except as may be expressly provided herein, this Letter shall
not alter, amend, terminate or otherwise affect any rights of ANDINA or
RECOFARMA under any other agreement or instrument to which RECOFARMA (or any
direct or indirect parent or subsidiary of RECOFARMA) and ANDINA (or any direct
or indirect parent or subsidiary of ANDINA) are parties.

10. Non-binding Letter. This Letter is not intended by the Parties to constitute
a contract or an offer to enter into a contract, or to be binding upon or
enforceable on any of the Parties, or to create any legal obligations or rights
in any party with respect to any of the matters set forth



EMBOTELLADORA ANDINA S.A.



herein (other than the provisions stated in this paragraph and in
Paragraphs 5, 6, 7, 8, 9, 11, 12, 13, and 15, which are intended to be binding
and enforceable) and the Parties hereto agree never to assert that the
provisions hereof (other than the provisions stated in this paragraph and in
Paragraphs 5, 6, 7, 8, 9,11,12 13, and 15) were intended to create, or have
created, any legal obligations or rights in any party or any other person with
respect to the matters set forth herein. Except for Paragraphs 5, 6, 7, 8, 9,
11, 12, 13, and 15 hereof, no agreement of any kind concerning the Potential
Transaction shall exist unless and until such time, if any, as the Agreement is
executed by authorized representatives of the Parties. This Letter shall in no
event be construed as a pre-agreement as set forth in articles 462 to 466 of Law
10.406/02 - the Brazilian Civil Code.

11. Assignment. No Party shall assign or transfer any right or obligation
hereunder whether by operation of law or otherwise without the prior written
consent of the other Party. Any such attempted assignment or transfer in
violation of this paragraph shall be void and without legal effect.

12. Expenses. Subject to paragraphs 2 and 3 hereof, each party hereby agrees to
bear, without any monetary contribution from any of the others, its respective
costs and expenses related to the negotiation, consummation and implementation
of the Possible Transaction.

13. Governing Law and Disputes. Any rights or obligations arising from this
Letter shall be governed by the laws of Brazil. Any dispute between the Parties,
whether resulting from a claim in contract, tort or otherwise, or any other
claim or controversy which may arise out of or in connection with this Letter or
the application, implementation, validity, breach or termination of this Letter,
or any provision thereof, shall be brought in the federal or state courts
located in the city of Rio de Janeiro, Brazil. The Parties irrevocably and
unconditionally waive to object or claim in any court that any action, suit or
proceeding brought in the federal or state courts located in the city of Rio de
Janeiro relating to this Letter, has been brought in an inconvenient forum.

14. Counterparts. This Letter may be executed in one or more counterparts, all
of which together shall constitute a single instrument.

15. Invalid Provisions. If any provision of this Letter is held to be illegal,
invalid or unenforceable, (a) such provision (or the illegal, invalid or
unenforceable portion thereof) will be fully severable, (b) this Letter will be
construed and enforced as if such illegal, invalid or unenforceable provision
(or portion thereof) had never comprised a part hereof and (c) the remaining
provisions (and portions) of this Letter will remain in full force and effect
and will not be affected by the illegal, invalid or unenforceable provision or
by its severance herefrom.




EMBOTELLADORA ANDINA S.A.



If this Letter accurately reflects your understanding concerning the status of
our discussions to date, please indicate your acceptance of the foregoing by
signing the enclosed copy of this Letter and returning it to the undersigned.

Very truly yours,


EMBOTELLADORA ANDINA S.A.

/s/ Jaime Garcia R.
By: Jaime Garcia R.
Chief Executive Officer




Agreed and accepted this
30th day of April, 2004


RECOFARMA INDUSTRIA DO AMAZONAS LTDA

/s/ Brian J. Smith
By: Brian J. Smith
Title: General Managing Partner