SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____) (1)

Embotelladora Andina S.A.
(Name of Issuer)

Common Stock, No Par Value
(Title of Class of Securities)

None *
(CUSIP Number)
* CUSIP number for American Depositary Shares representing Common Stock is
29081P 10 5


James E. Chestnut
Senior Vice President and Chief Financial Officer
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404)676-2121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:
Carol Crofoot Hayes, Esq.
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
(404)676-2121

September 5, 1996
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].

Check the following box if a fee is being paid with the statement [ X ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)

(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).


SCHEDULE 13D
CUSIP No. - None (1)

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Coca-Cola Company
58-0628465

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS*
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware

NUMBER OF 7 SOLE VOTING POWER
SHARES 24,000,000 shares of Common Stock, no par value
BENEFICIALLY (See Attachment A)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(See Attachment A)

10 SHARED DISPOSITIVE POWER
None

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 shares of Common Stock, no par value
(See Attachment A)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.37% (2)

14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
(2) Assumes no exercise of preemptive rights by the shareholders of
Embotelladora Andina S.A. in connection with the capital increase of
Embotelladora Andina S.A. pursuant to which these shares are to be
acquired.

*SEE INSTRUCTIONS BEFORE FILLING OUT

- 2 -


SCHEDULE 13D
CUSIP No. - None (1)

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coca-Cola Interamerican Corporation
13-1940209

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS*
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware

NUMBER OF 7 SOLE VOTING POWER
SHARES 24,000,000 shares of Common Stock, no par value
BENEFICIALLY (See Attachment A)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(See Attachment A)

10 SHARED DISPOSITIVE POWER
None

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 shares of Common Stock, no par value
(See Attachment A)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.37% (2)

14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
(2) Assumes no exercise of preemptive rights by the shareholders of
Embotelladora Andina S.A. in connection with the capital increase of
Embotelladora Andina S.A. pursuant to which these shares are to be
acquired.

*SEE INSTRUCTIONS BEFORE FILLING OUT

- 3 -

SCHEDULE 13D
CUSIP No. - None (1)

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Coca-Cola Export Corporation
13-1525101

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS*
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware

NUMBER OF 7 SOLE VOTING POWER
SHARES 24,000,000 shares of Common Stock, no par value
BENEFICIALLY (See Attachment A)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(See Attachment A)

10 SHARED DISPOSITIVE POWER
None

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 shares of Common Stock, no par value
(See Attachment A)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.37% (2)

14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
(2) Assumes no exercise of preemptive rights by the shareholders of
Embotelladora Andina S.A. in connection with the capital increase of
Embotelladora Andina S.A. pursuant to which these shares are to be
acquired.

*SEE INSTRUCTIONS BEFORE FILLING OUT

- 4 -

SCHEDULE 13D
CUSIP No. - None (1)

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Coca-Cola de Argentina S.A.
(TIN - n/a)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS*
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Argentina

NUMBER OF 7 SOLE VOTING POWER
SHARES 24,000,000 shares of Common Stock, no par value
BENEFICIALLY (See Attachment A)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(See Attachment A)

10 SHARED DISPOSITIVE POWER
None

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 shares of Common Stock, no par value
(See Attachment A)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.37% (2)

14 TYPE OF REPORTING PERSON*
CO
- ----------------
(1) CUSIP number for American Depositary Shares representing Common Stock
is 29081P 10 5
(2) Assumes no exercise of preemptive rights by the shareholders of
Embotelladora Andina S.A. in connection with the capital increase of
Embotelladora Andina S.A. pursuant to which these shares are to be
acquired.

*SEE INSTRUCTIONS BEFORE FILLING OUT

- 5 -

ATTACHMENT A


Pursuant to the SPC Purchase Agreement (as defined in Item 4), Coca-Cola
Interamerican Corporation and Coca-Cola de Argentina S.A. will acquire in
the aggregate 24,000,000 shares of Common Stock, no par value, of
Embotelladora Andina S.A. Coca-Cola de Argentina S.A. is a wholly owned
subsidiary of The Coca-Cola Export Corporation, and The Coca-Cola Export
Corporation and Coca-Cola Interamerican Corporation are each wholly owned
subsidiaries of The Coca-Cola Company.


- 6 -

ITEM 1. SECURITY AND ISSUER

This statement relates to the Common Stock, no par value, of
Embotelladora Andina S.A. ("Andina"). The legal address of Andina is
Carlos Valdovinos 560, Casilla 488-3, Santiago, Chile, and the
principal executive offices of Andina are located at Avenida Andres
Bello No. 2687, 20th Floor, Casilla 7187, Santiago, Chile.


ITEM 2. IDENTITY AND BACKGROUND

This statement is being filed by The Coca-Cola Company ("KO"), KO's
direct wholly owned subsidiaries, Coca-Cola Interamerican Corporation
("Interamerican") and The Coca-Cola Export Corporation ("Export"),
each of which companies is a Delaware corporation having its principal
executive offices at One Coca-Cola Plaza, Atlanta, Georgia 30313,
telephone (404)676-2121, and KO's indirect wholly owned subsidiary,
Coca-Cola de Argentina S.A. ("CC Argentina"), an Argentine corporation
having its principal executive offices at Paraguay 733, 1057 Buenos
Aires, Argentina, telephone 541-319-2000.

KO, together with its subsidiaries, is the largest manufacturer,
marketer and distributor of soft drink concentrates and syrups in the
world. KO is also the world's largest marketer and distributor of
juice and juice-drink products.

Certain information with respect to the directors and executive
officers of KO, Interamerican, Export and CC Argentina is set forth in
Exhibit 99.1 attached hereto, including each director's and executive
officer's business address, present principal occupation or
employment, citizenship and other information.

None of KO, Interamerican, Export and CC Argentina nor, to the best of
their knowledge, any director, executive officer or controlling person
of KO, Interamerican, Export or CC Argentina has, during the last five
years, been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (b) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding any of KO, Interamerican,
Export or CC Argentina or any director, executive officer or
controlling person of KO, Interamerican, Export or CC Argentina was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, or
finding any violation with respect to federal or state securities
laws.


ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As a result of the transactions contemplated by the Stock
Purchase Agreements (as defined below in Item 4), CC Argentina
and Interamerican collectively will acquire 24,000,000 shares
of Common Stock of Andina. The consideration to be paid by
CC Argentina and Interamerican for such shares will consist
of (x) all of the outstanding shares of capital

- 7 -

stock of Complejo Industrial PET (CIPET) S.A., a supplier of
packaging to Coca-Cola bottlers in Argentina and currently a wholly
owned subsidiary of CC Argentina ("CIPET"), and approximately
U.S.$66.36 million of debt currently owed by CIPET to Interamerican
and (y) the approximately 78.7% of the outstanding shares of capital
stock of INTI S.A. Industrial y Comercial, the Coca-Cola bottler
based in Cordoba, Argentina ("INTI"), which are currently owned
by Interamerican, all as described in Item 4 of this Schedule 13D.


ITEM 4. PURPOSE OF TRANSACTION

On September 5, 1996, Interamerican and CC Argentina agreed
to acquire 24,000,000 shares of Common Stock of Andina. In
addition, Inversiones del Atlantico S.A., an Argentine
company and a subsidiary of Andina ("Atlantico"), will
acquire all of the capital stock of CIPET, certain debt
currently owed by CIPET to Interamerican, and approximately
78.7% of the capital stock of INTI.

The transaction will be effected as follows: Pursuant to a
Stock Purchase Agreement dated as of September 5, 1996 (the
"Andina Purchase Agreement") among Andina, Inversiones
Freire Ltda. and Inversiones Freire Dos Ltda. (collectively,
the "Majority Shareholders"), Citicorp Banking Corporation
("Citicorp") and Bottling Investment Limited, a Cayman
Islands company and wholly owned subsidiary of Citicorp
("SPC"), Andina will effect an increase in its share capital
by increasing the number of authorized shares of Common
Stock of Andina (the "Common Stock"). SPC will acquire
24,000,000 shares of Common Stock resulting from the
increase in Andina's share capital. The shares of Andina
Common Stock to be acquired by SPC pursuant to the Andina
Purchase Agreement, together with any shares of Class A
Stock and Class B Stock (each as hereinafter defined) to be
received by SPC after giving effect to the Reclassification
(as hereinafter defined) are referred to herein as the
"Acquired Shares."

In addition, pursuant to a Stock Purchase Agreement dated as
of September 5, 1996 (the "SPC Purchase Agreement") among
Andina, Atlantico, the Majority Shareholders, KO,
Interamerican, CC Argentina, Citicorp and SPC, Interamerican
and CC Argentina will transfer to Citicorp (i) all of the
outstanding shares of capital stock of CIPET (the "CIPET
Shares") and approximately U.S.$66.36 million of debt
currently owed by CIPET to Interamerican (the "CIPET Debt")
and (ii) all of the shares of capital stock of INTI which
are owned by Interamerican (the "INTI Shares"), which is
approximately 78.7% of the outstanding shares of INTI. In
exchange for the CIPET Shares, the CIPET Debt and the INTI
Shares, Interamerican and CC Argentina will acquire from
Citicorp all of the outstanding shares of SPC. Following
such exchange, Atlantico will purchase the CIPET Shares, the
CIPET Debt and the INTI Shares from Citicorp. Subject to
the receipt of the approval of the Amendments (as
hereinafter defined) by the shareholders of Andina, it is
presently anticipated that the closing of the transactions
contemplated by the Stock Purchase Agreements (as
hereinafter defined) will take place in December 1996 (the
"Closing Date").

- 8 -

The Andina Purchase Agreement and the SPC Purchase Agreement
are sometimes referred to herein collectively as the "Stock
Purchase Agreements." Copies of the Stock Purchase
Agreements are attached hereto as Exhibits 99.2 and 99.3 and
are incorporated herein by reference.

In addition to the Stock Purchase Agreements, a
Shareholders' Agreement dated as of September 5, 1996 (the
"Shareholders' Agreement"), which will become effective as
of the Closing Date, was signed by Andina, KO,
Interamerican, CC Argentina, SPC and the Majority
Shareholders providing for certain restrictions on the
transfer of shares of Andina capital stock held by KO,
Interamerican, CC Argentina, SPC and the Majority
Shareholders and for certain corporate governance and other
matters, including the right of KO, Interamerican, CC
Argentina and SPC (collectively, the "KO Shareholders")
collectively to elect one regular and one alternate member
to the Board of Directors of Andina so long generally as KO
and its subsidiaries collectively own an aggregate of at
least 4% of the voting power of Andina. A copy of the
Shareholders' Agreement is attached hereto as Exhibit 99.4
and is incorporated herein by reference.

In connection with the transactions contemplated by the
Shareholders' Agreement, the Majority Shareholders also
executed a Stock Purchase Option Agreement and Custody
Agreement dated as of September 5, 1996 (the "Option
Agreement") with Citibank N.A., as custody agent (the
"Custody Agent"), and with KO, Interamerican and CC
Argentina. Pursuant to the terms of the Option Agreement,
subject to certain limited exceptions, the Majority
Shareholders will deposit with the Custody Agent all of the
Majority Shareholders' shares of Common Stock (or, after
giving effect to the Reclassification, all shares of capital
stock other than the Class B Stock) of Andina now owned or
thereafter acquired by the Majority Shareholders, together
with any rights, options or securities convertible into or
exchangeable for any such shares, or American Depositary
Shares or other contracts or securities representing such
shares (the "Option Shares"), and such Option Shares shall
not be transferable by the Majority Shareholders without the
prior written consent of KO, Interamerican and CC Argentina
(collectively, the "KO Parties").

The Option Agreement also grants the KO Parties an option
(the "Option") to acquire, at any time after the date of the
Option Agreement until December 31, 2130 upon the occurrence
of one or more Exercise Conditions (as defined in Item 6),
all of the Option Shares at a price per share which is
mutually agreed upon by the Majority Shareholders and the KO
Parties, or, if the parties are unable to agree on the price
per share, at the Valuation Price (as defined in Item 6).

After the Reclassification, the Option Agreement and the
Option will not apply with respect to Class B Stock owned by
the Majority Shareholders unless the voting power of the
Class B Stock is increased in certain respects. The Option
Agreement will also terminate under the circumstances
described in Item 6 below. A copy of the Option Agreement
is attached hereto as Exhibit 99.5 and is incorporated
herein by reference.

- 9 -

The transactions contemplated by the Stock Purchase
Agreements will require Andina to amend its Estatutos
Sociales (such amendments being referred to herein as the
"Amendments") to, among other things: (i) permit the
increase in share capital necessary to facilitate the
issuance of shares of Common Stock pursuant to the Stock
Purchase Agreements and to facilitate the Reclassification
described below; (ii) increase the number of regular and
alternate directors of Andina to seven members; (iii) permit
the issuance of shares of Common Stock in a preemptive
rights offering as required by Chilean law in connection
with the transactions described in the foregoing clause (i);
and (iv) reclassify the existing Common Stock of Andina (the
"Reclassification") into two series of shares, the Series A
Shares (the "Class A Stock") and the Series B Shares (the
"Class B Stock"). A copy of the form of the Amendments is
attached hereto as Exhibit 99.6 and is incorporated herein
by reference.

The Common Stock is ordinary common stock, without nominal
(par) value. Each share of Common Stock has one vote per
share on all matters requiring a vote of the holders of the
Common Stock and has a full right to vote without
restrictions. Holders of shares of Common Stock receive
dividends in accordance with the Estatutos Sociales of
Andina. After giving effect to the Reclassification (which
will take place after the Closing Date), each share of
Common Stock will be reclassified as one share of Class A
Stock and one share of Class B Stock having the terms
described below.

The Class A Stock will be preferred shares, without nominal
(par) value. Each share of Class A Stock shall have one
vote per share on all matters requiring a vote of the
holders of the Class A Stock and shall have a full right to
vote without restrictions, and the holders of the Class A
Stock shall be entitled to elect six of the seven regular
and alternate directors of Andina. Holders of shares of
Class A Stock shall receive dividends in accordance with the
Estatutos Sociales of Andina.

The Class B Stock will be preferred shares, without nominal
(par) value. The preference of the Class B Stock will
consist of the right to receive 110% of any and all
dividends allocated by Andina with respect to the Class A
Stock. This preference will last until December 31, 2130,
or if earlier, the occurrence of certain other events to be
specified in the Estatutos Sociales, at which time the Class
A Stock and the Class B Stock will automatically become
Common Stock without any preference. The Class B Stock
shall have one vote per share and shall only be entitled to
vote, voting as a separate class, for the election of one
regular and one alternate director to the Board of Directors
of Andina and with respect to certain other matters for
which voting rights are required under Chilean law. In
addition, during the three-year period following the
Reclassification holders of the Class A Stock will from time
to time be permitted at their discretion to exchange such
shares for Class B Stock on a one-for-one basis.

- 10 -

Upon the consummation of the transactions contemplated by
the Stock Purchase Agreements, CC Argentina and
Interamerican will collectively own all of the outstanding
capital stock of SPC, and the sole asset of SPC will be the
Acquired Shares. As described in Item 2 hereof,
Interamerican and CC Argentina are direct or indirect
subsidiaries of KO. Thus, as a result of the acquisition by
CC Argentina and Interamerican of the capital stock of SPC
and, indirectly, the Acquired Shares, KO will beneficially
own 24,000,000 shares of Common Stock (or, after giving
effect to the Reclassification, 24,000,000 shares of Class A
Stock and 24,000,000 shares of Class B Stock), or
approximately 6.37% of the outstanding capital stock of
Andina (without giving effect to the exercise of any
preemptive rights by existing shareholders of Andina).

The terms of the Stock Purchase Agreements, the
Shareholders' Agreement and the Option Agreement are
described further in Item 6 of this Schedule 13D.

The purpose of the equity investment by KO in Andina through
the acquisition of the Acquired Shares is to establish a new
and expanded relationship that the Majority Shareholders and
KO believe has the potential to enhance the growth and
profitability of Andina as well as the potential to afford
both KO and the Majority Shareholders the opportunity to
participate in the future growth in the region through
Andina. The SPC Purchase Agreement also recognizes the
potential for KO to increase its ownership position in
Andina to approximately 20%. Except for the matters
contemplated by the Stock Purchase Agreements, the
Amendments, the Shareholders' Agreement and the Option
Agreement or described in this Item 2 or in Item 6 of this
Schedule 13D, KO does not have any plans or proposals which
relate to or would result in:

(i) The acquisition by any person of additional
securities of Andina, or the disposition of
securities of Andina;

(ii) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
Andina or any of its subsidiaries;

(iii) A sale or transfer of a material amount of
assets of Andina or of any of its subsidiaries;

(iv) A change in the present board of directors or
management of Andina, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board;

(v) Any material change in the present capitalization or
dividend policy of Andina;

(vi) Any other material change in Andina's business or
corporate structure;

(vii) Changes in Andina's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of
Andina by any person;

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(viii) Causing a class of securities of Andina to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
interdealer quotation system of a registered
national securities association;

(ix) A class of equity securities of Andina becoming
eligible for termination of registration pursuant
to Section 12(g)(4) of the Exchange Act; or

(x) Any action similar to any of those enumerated above.

However, KO, Interamerican, Export or CC Argentina at any
time may propose any of the foregoing which it considers
desirable.


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Upon the consummation of the transactions contemplated by
the Stock Purchase Agreements, CC Argentina and
Interamerican will collectively own all of the outstanding
capital stock of SPC, and the sole asset of SPC will be the
Acquired Shares. As described in Item 2 of this Schedule
13D, Interamerican and CC Argentina are direct or indirect
subsidiaries of KO, and CC Argentina is a direct subsidiary
of Export. Thus, as a result of the acquisition by
CC Argentina and Interamerican of the capital stock of SPC
and, indirectly, the Acquired Shares, KO, CC Argentina,
Interamerican and Export collectively will beneficially own
and have sole voting and dispositive power over an aggregate
of 24,000,000 shares of Common Stock (or, after giving
effect to the Reclassification, 24,000,000 shares of Class A
Stock and 24,000,000 shares of Class B Stock), or
approximately 6.37% of the outstanding capital stock of
Andina (without giving effect to the exercise of any
preemptive rights by existing shareholders of Andina).


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

STOCK PURCHASE AGREEMENTS

On September 5, 1996, Andina entered into the Andina
Purchase Agreement with the Majority Shareholders, Citicorp,
and SPC pursuant to which SPC will acquire 24,000,000 shares
of Common Stock. Also on September 5, 1996, the SPC
Purchase Agreement was signed by Andina, Atlantico, the
Majority Shareholders, KO, Interamerican, CC Argentina,
Citicorp and SPC pursuant to which (i) Interamerican and CC
Argentina will acquire all of the outstanding shares of
capital stock of SPC and (ii) Atlantico will acquire (x)
all of the outstanding shares of capital stock of CIPET and
approximately U.S.$66.36 million of debt of CIPET currently
owed to Interamerican and (y) the 78.7% of the outstanding
shares of capital stock of INTI owned by Interamerican. The
Stock Purchase Agreements contain representations and warranties
with respect to various matters and also contain covenants and
indemnification provisions. The representations, warranties
and covenants contained in the Stock Purchase Agreements

- 12 -

generally will not survive the Closing Date, subject to
certain limited exceptions. In certain circumstances,
indemnification payments owed to KO, Interamerican,
CC Argentina, Citicorp or SPC under the Stock Purchase
Agreements shall be satisfied by the transfer by
the Majority Shareholders to the party to whom
indemnification payments are owed of shares of Common Stock
(or, after the Reclassification, Class A Stock and Class B
Stock) equal in value to the amount of any indemnification
payment which is owed to such person.

Pursuant to the terms of the SPC Purchase Agreement, from
and after the date of the SPC Purchase Agreement, unless the
SPC Purchase Agreement is terminated, Andina and Atlantico
shall be fully responsible for the supervision, management
and operation of the businesses of INTI and CIPET. In
addition to any other remedies available to KO,
Interamerican, or CC Argentina under the SPC Purchase
Agreement or otherwise, if the SPC Purchase Agreement is
terminated and the transactions contemplated therein are not
consummated, Andina and Atlantico shall take all actions
necessary to effect the orderly return of the supervision,
management and operation of the businesses of INTI and CIPET
to Interamerican and CC Argentina, respectively, so that the
businesses of INTI and CIPET are in all material respects in
the same condition as when the supervision, management and
operation of such businesses were transferred to Andina and
Atlantico, after taking into account changes reasonably
attributable to seasonality and the operation of such
business in the ordinary course and in a manner consistent
with past practices. In light of the transfer on the
signing date to Andina and Atlantico of the management
responsibilities for INTI and CIPET, the closing conditions
under the Stock Purchase Agreements are very limited and
include only the receipt of Andina shareholder approval, the
absence of governmental restraints, the continuing accuracy
of certain fundamental representations and warranties and
similar matters.

Subject to the receipt of the approval of the Amendments by
the shareholders of Andina, it is presently anticipated that
the closing of the transactions contemplated by the Stock
Purchase Agreements will occur in December 1996.

SHAREHOLDERS' AGREEMENT

On September 5, 1996, the Shareholders' Agreement, which
will become effective as of the Closing Date, was signed by
KO, Interamerican, CC Argentina, SPC and the Majority
Shareholders (collectively, the "Shareholders") and Andina.
Certain of the terms of the Shareholders' Agreement are
described below.

BOARD REPRESENTATION. Pursuant to the Shareholders'
Agreement, after giving effect to the Amendments, the Board
of Directors of Andina shall at all times consist of not
more than twelve incumbent members and twelve alternate
members. The KO Shareholders shall be entitled to nominate
one incumbent member and one alternate member to the Board
of Directors of Andina. At every annual meeting and at any
special meeting of shareholders called for the purpose of
electing directors to the Board of Directors of Andina, the
KO Shareholders have agreed to vote all of their shares
in favor of the election of the nominee for director

- 13 -

designated by the KO Shareholders (and his or her alternate),
and the Majority Shareholders have agreed to vote such number
of shares owned, directly or indirectly, by them as may be
necessary (after taking into account the shares voted by the
KO Shareholders) to cause the election of such KO nominee
(and his or her alternate). In the event of any vacancy on
the Board of Directors of Andina occasioned by the death,
incapacity, resignation or removal of a director nominated
by the KO Shareholders, each Shareholder will vote or cause
to be voted all shares of capital stock which such
Shareholder owns to fill the vacancy with the nominee
designated by the KO Shareholders. If the KO Shareholders,
in their sole discretion, determine to remove a director
which the KO Shareholders had previously nominated, each
Shareholder agrees promptly to vote or cause to be voted all
shares of Andina capital stock which such Shareholder owns
in favor of the removal of such director. The right of the
KO Shareholders to nominate a director to the Andina Board
will terminate as described below in "--Termination."

CODE OF BUSINESS CONDUCT. Pursuant to the
Shareholders' Agreement, the Majority Shareholders have
agreed that Andina and its subsidiaries shall have in effect
at all times a Code of Business Conduct. The Code of
Business Conduct is intended to ensure that Andina and its
subsidiaries perform their activities and commercial
transactions according to certain ethical and legal
standards.

TRANSFER RESTRICTIONS. Pursuant to the Shareholders'
Agreement, the KO Shareholders will not, prior to the third
anniversary of the date of the Shareholders' Agreement,
transfer any of their shares of Andina other than (a) in
accordance with the provisions of the Shareholders'
Agreement, (b) in connection with any merger, consolidation,
recapitalization, reclassification or other similar
transaction involving Andina or (c) in connection with
certain tender offers or exchange offers of shares of
capital stock of Andina. In addition, transfers by any of
the Shareholders are subject to rights of first refusal and
first offer in favor of the other Shareholders. However,
neither the three-year prohibition on transfer nor the
rights of first refusal and first offer will apply to the
transfer of shares of Class B Stock, unless the terms of the
Class B Stock are modified to provide the Class B Stock with
voting power in any material respect greater than that
provided to the Class B Stock in the Amendments.

The Shareholders' Agreement also permits the KO
Shareholders to transfer shares to any wholly owned
subsidiary of KO who agrees in writing to be bound by the
provisions of the Shareholders' Agreement and executes a
copy of the Shareholders' Agreement (a "KO Permitted
Transferee"). In addition, the Shareholders' Agreement also
permits the Majority Shareholders to transfer shares to any
wholly owned subsidiary of a Majority Shareholder who agrees
in writing to be bound by the provisions of the
Shareholders' Agreement and executes a copy of the
Shareholders' Agreement (a "Majority Shareholder Permitted
Transferee"). Any shares of Andina transferred to a KO
Permitted Transferee or a Majority Shareholder Permitted
Transferee shall remain subject to the provisions of the
Shareholders' Agreement.

- 14 -

PUT RIGHT. Upon the occurrence of a Put Event (as
hereinafter defined), the KO Shareholders shall have the
right (the "Put Right") to require the Majority Shareholders
to purchase all of the shares of Andina stock then owned by
the KO Shareholders (except as provided in the next
sentence) at the Put Price (as hereinafter defined). For
purposes of the Put Right, the shares subject to the Put
Right shall include only the Acquired Shares and any
additional shares of Andina capital stock acquired by the KO
Shareholders through the exercise of their preemptive
rights. "Put Event" means (i) the sale of all or
substantially all of the assets of Andina or (ii) any
merger, consolidation, share exchange, business combination
or similar transaction involving Andina as a result of which
Andina is not the surviving entity or any reorganization
involving any third party in which Andina is not the
surviving entity.

Upon the occurrence of a Put Event, the Put Price shall be
determined as follows:

(i) If the shares to be purchased by the Majority
Shareholders pursuant to the Put Right are shares
of Class A Stock, the Put Price for such shares
shall be mutually agreed upon by the KO
Shareholders and the Majority Shareholders or, if
the KO Shareholders and the Majority Shareholders
are unable to agree within thirty days after the
request by the KO Shareholders for the
determination of the Put Price, the Put Price will
be determined through a process involving
investment bankers, pursuant to which such bankers
will determine the price that a willing buyer would
pay to a willing seller under market conditions.

(ii) If the shares to be purchased by the Majority
Shareholders pursuant to the Put Right are shares
of Common Stock or Class B Stock, the Put Price
shall be the Market Value of such shares of Common
Stock or Class B Stock. The "Market Value" (as
calculated on a per share basis) shall mean the
quotient of the average closing price of such
stock, as reported on the Santiago Stock Exchange
for the twelve month period ended on the trading
date immediately prior to the date the notice by
the KO Shareholders exercising the Put Right is
delivered.

FUNDAMENTAL TRANSACTIONS. Pursuant to the
Shareholders' Agreement, the Majority Shareholders have
agreed that, at least 90 days prior to taking any action
with respect to any Fundamental Transaction (as hereinafter
defined), the Majority Shareholders will provide the KO
Shareholders with written notice of the intent to take such
action. A "Fundamental Transaction" shall mean any of the
following matters:

(i) the sale of all or substantially all of the
assets of Andina;

(ii) any reorganization, merger, consolidation,
share exchange or business combination involving
Andina;

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(iii) any change in the direct or indirect ownership
of the outstanding voting power or equity interests
of any of the Majority Shareholders as a result of
which the Majority Shareholder Partner Group (as
hereinafter defined) owns collectively less than
75% of the outstanding voting power or less than
75% of the outstanding equity interests of any of
the Majority Shareholders;

(iv) any change in the direct or indirect ownership
of the outstanding voting power or equity interests
of Andina as a result of which the Majority
Shareholders own in the aggregate less than 50.1%
of the outstanding voting power of Andina or less
than 25% of the outstanding equity interests of
Andina; or

(v) a stock split, subdivision, stock dividend,
extraordinary dividend or dividends or other
reclassification, consolidation or combination of
Andina's voting securities or any similar action or
transaction (other than the Amendments).

For purposes of the foregoing, the "Majority Shareholder
Partner Group" means the individuals who are the current
beneficial owners of the Majority Shareholders, their
spouses, their lineal descendants, certain successors by
intestacy, any wholly owned subsidiary of the foregoing and
any trust formed for the benefit of any such person if such
person retains full voting and investment power over the
assets of such trust.

Andina has agreed that it will provide the KO Shareholders
with prompt written notice upon becoming aware of the taking
of any action with respect to a Fundamental Transaction.
From the date of any request by the KO Shareholders for the
determination of the Valuation Price (as defined in the
Option Agreement) until the closing of the purchase of the
shares of Andina subject to the Option by the KO
Shareholders, the Majority Shareholders have agreed that
they (x) will not take, and will not vote their shares of
Andina stock in favor of, any action with respect to any
Fundamental Transaction and (y) will cause Andina to carry
on its business in the ordinary course. Each of the
Majority Shareholders has also agreed that it will not
convert or exchange, and will not take any action with
respect to the conversion or exchange of, any shares of
Class A Stock into shares of Class B Stock.

PREEMPTIVE RIGHTS. Pursuant to the Shareholders'
Agreement, the KO Shareholders have reserved their rights,
to the full extent permitted under applicable Chilean laws
and regulations, to maintain their pro rata share ownership
of Common Stock, Class A Stock and Class B Stock through the
exercise of preemptive rights. If Andina issues additional
shares of capital stock to existing shareholders in a
preemptive rights offering (a "Preemptive Rights Offering"),
the Majority Shareholders have agreed that they will not
vote their shares of Andina stock in favor of, or permit,
the setting of a price for any shares of capital stock which
may be offered to third parties (even if such shares are to
be acquired in a transfer on a stock exchange) which is
lower than the price at which shares of capital stock were
offered to the KO

- 16 -

Shareholders in the Preemptive Rights Offering without the
prior written consent of the KO Shareholders.

REPORTING REQUIREMENTS. Pursuant to the Shareholders'
Agreement, the Majority Shareholders have agreed to cause
Andina to provide KO, CC Argentina, Interamerican and SPC
with certain periodic reports, including monthly, quarterly
and annual financial reports; information necessary to
permit satisfaction of planning, accounting, tax and
regulatory requirements; and annual tax returns of Andina
and its subsidiaries.

TERMINATION. The Shareholders' Agreement will
terminate if either of the Stock Purchase Agreements is
terminated prior to the Closing Date or if any of the KO
Shareholders voluntarily transfers shares of Andina stock in
a sale to a third party, and, as a result of such sale,
during the 30 days following such sale KO and its wholly
owned subsidiaries own less than (a) if the Reclassification
has not occurred or if following such Reclassification an
event occurs with the result that only Common Stock of
Andina is outstanding, 15.66 million shares of Common Stock
of Andina or (b) if the Reclassification has occurred and
Class A Stock continues to be outstanding, 15.66 million
shares of Class A Stock. In addition, the transfer
restrictions and the Board nomination rights will terminate
if both (i) the Majority Shareholders notify the KO Parties
in writing that the ownership level of Andina stock held by
KO and its subsidiaries has fallen below (x) 4% of the
outstanding Common Stock if the Reclassification has not
occurred or if following such Reclassification an event
occurs with the result that only Common Stock of Andina is
outstanding, or (y) 4% of the Class A Stock if such
Reclassification has occurred and Class A Stock continues to
be outstanding, and (ii) within one year following the
receipt of such written notice KO and its subsidiaries fail
to restore their ownership of Andina stock to at least such
applicable 4% level.

OPTION AGREEMENT

Pursuant to the terms of the Option Agreement, subject to
certain limited exceptions, the Majority Shareholders will
deposit with the Custody Agent all of the Option Shares, and
such Option Shares shall not be transferable by the Majority
Shareholders without the prior written consent of the KO
Parties. The Option Agreement also grants the KO Parties an
option to acquire, at any time after the date of the Option
Agreement until December 31, 2130 upon the occurrence of one
or more Exercise Conditions (as hereinafter defined), all of
the Option Shares at the Valuation Price (as hereinafter
defined). Notwithstanding that all of the Shares are
subject to the Option, the Majority Shareholders may dispose
of and transfer a part of their Shares, as long as the
Shares owned by the Majority Shareholders represent in
excess of each and every one of the following: (i)
200,000,000 Shares, (ii) 50.1% of the Andina voting power,
and (iii) 25% of the total of the shares issued by Andina.
However, such Shares will remain subject to the Option, and
this exception will only exist as long as the Series A and
Series B share structure provided in the Amendments remains
in place without any changes and the Majority Shareholders
are in full compliance with the provisions of the Shareholders
Agreement (including the provisions of Article 4).

- 17 -

For purposes of the Option Agreement, the following
definitions shall apply:

"Exercise Condition" shall mean: (i) any change in the
direct or indirect ownership of shares or other
ownership interests of the Majority Shareholders such
that the Majority Shareholder Partner Group collectively
owns less than 75% of the voting power or equity
interests of any of the Majority Shareholders; (ii)
subject to certain exceptions (such as consent by KO),
any change in the shares issued by Andina or in the
ownership of Andina shares (whether for transfers,
sales, reorganization, merger, subdivision of shares or
otherwise) with the result that the Majority
Shareholders own less than 50.1% of the voting power of
Andina or less than 25% of the total of shares issued by
Andina; (iii) the transfer of all or substantially all
of the assets of Andina; or (iv) any event that enables
KO to terminate one or more bottling agreements between
KO and Andina (or its affiliates) accounting for more
than 30% of the unit case volume of Coca-Cola products
sold by Andina and its subsidiaries during the preceding
twelve months, due to a breach by Andina or a change of
control pursuant to such bottling agreements.

"Valuation Price" shall mean the price that the Majority
Shareholders would receive for the sale of their shares
of Andina in a transaction under market conditions
between a willing seller and a willing buyer as of the
date of the notification of the determination of the
Valuation Price. The Valuation Price shall be as
mutually agreed between the parties, or, if the parties
are unable to reach an agreement within the period of 30
calendar days, the Valuation Price will be determined
through a process involving investment bankers. For
purposes of determining the Valuation Price, the
investment banks shall assume that the bottling
agreements between KO and Andina (and its affiliates)
are in full force and effect even if such bottling
agreements have been terminated.

The Option shall terminate upon the occurrence of any of the
following:

(i) if the KO Parties dispose of shares of Andina to
unrelated third parties such that, as a result of such
disposition, the KO Parties own less than 23,500,000
Common shares (or of shares successors to them or
Common Shares, if the Series A Shares cease to exist)
of Andina;

(ii) if the KO Parties are diluted to below 4% of the
Common Stock or below 23,500,000 Series A Shares;

(iii) if the bottling agreements between KO and Andina
described in clause (iv) above are terminated by Andina
as a direct result of a breach of such agreements by KO
or if KO declines to negotiate in good faith with
respect to the renewal of such agreements;

- 18 -

(iv) one year after the termination by KO of the bottling
agreements described in clause (iv) above, unless the
option exercise process has been initiated; or

(v) the Shareholders' Agreement does not become effective.

OTHER AGREEMENTS

BOARD OBSERVER. On September 5, 1996, Andina,
Atlantico and the Majority Shareholders entered into a
letter agreement with KO, Interamerican and CC Argentina
pursuant to which Andina has agreed that, from the date of
such letter agreement until the Closing Date, CC Argentina
and Interamerican shall be entitled upon request to jointly
designate an observer to attend meetings of the Board of
Directors of Andina. However, the letter agreement provides
that such observer shall be excluded from meetings of the
Board of Directors of Andina at all times during which the
Board of Directors is discussing or considering any of the
transactions contemplated by the Stock Purchase Agreements,
the Shareholders' Agreement, the Option Agreement or the
other related agreements or any matter related thereto. A
copy of the letter agreement is attached hereto as Exhibit
99.7 and is incorporated herein by reference.

CICAN. Pursuant to the SPC Purchase Agreement, CC
Argentina has agreed to use its reasonable efforts to have
by December 1, 1996 a definitive agreement relating to a
reorganization of CICAN S.A., a producer of cans in
Argentina currently owned by CC Argentina ("CICAN"), which
would permit certain bottlers in KO's River Plate Division
(including Andina's bottling subsidiaries) to participate in
the ownership of CICAN. If such reorganization is not
agreed upon, CC Argentina has agreed to permit Andina to
invest in CICAN and to purchase cans from CICAN at CICAN's
cost.

ASSIGNMENT OF PREEMPTIVE RIGHTS. The Majority
Shareholders have entered into an agreement pursuant to
which the Majority Shareholders will assign that portion of
their rights to subscribe for additional shares of Common
Stock in the preemptive rights offering to the KO Parties
which is necessary to permit the KO Parties to acquire the
Acquired Shares.


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 99.1 - Directors and Executive Officers

Exhibit 99.2 - Stock Purchase Agreement dated as of September 5, 1996 by
and among Embotelladora Andina S.A., Inversiones Freire
Ltda., Inversiones Freire Dos Ltda., Citicorp Banking
Corporation and Bottling Investment Limited

- 19 -

Exhibit 99.3 - Stock Purchase Agreement dated as of September 5, 1996 by
and among Embotelladora Andina S.A., Inversiones del
Atlantico S.A., Inversiones Freire Ltda., Inversiones
Freire Dos Ltda., The Coca-Cola Company, Coca-Cola
Interamerican Corporation, Coca-Cola de Argentina S.A.,
Citicorp Banking Corporation and Bottling Investment Limited

Exhibit 99.4 - Shareholders' Agreement dated as of September 5, 1996 by
and among Embotelladora Andina S.A., The Coca-Cola Company,
Coca-Cola Interamerican Corporation, Coca-Cola de Argentina
S.A., Bottling Investment Limited, Inversiones Freire
Ltda. and Inversiones Freire Dos Ltda.

Exhibit 99.5 - Stock Purchase Option Agreement and Custody Agreement dated
as of September 5, 1996 by and among Inversiones Freire Ltda.,
Inversiones Freire Dos Ltda., The Coca-Cola Company, Coca-Cola
Interamerican Corporation, Coca-Cola de Argentina S.A. and
Citibank N.A.

Exhibit 99.6 - Form of amendments to the Estatutos Sociales of
Embotelladora Andina S.A.

Exhibit 99.7 - Letter Agreement dated as of September 5, 1996, by and among
Embotelladora Andina S.A., Inversiones del Atlantico S.A.,
Inversiones Freire Ltda., Inversiones Freire Dos Ltda., The
Coca-Cola Company, Coca-Cola Interamerican Corporation,
Coca-Cola de Argentina S.A., Citicorp Banking Corporation and
Bottling Investment Limited

Exhibit 99.8 - Joint Filing Agreement dated as of September 13, 1996, by
and among The Coca-Cola Company, Coca-Cola Interamerican
Corporation, The Coca-Cola Export Corporation and Coca-Cola
de Argentina S.A.

- 20 -


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

THE COCA-COLA COMPANY


By: /s/ JAMES E. CHESTNUT
James E. Chestnut
Senior Vice President and
Chief Financial Officer
Date: September 13, 1996



COCA-COLA INTERAMERICAN CORPORATION


By: /s/ JAMES E. CHESTNUT
James E. Chestnut
Vice President and
Chief Financial Officer
Date: September 13, 1996



THE COCA-COLA EXPORT CORPORATION


By: /s/ JAMES E. CHESTNUT
James E. Chestnut
Senior Vice President and
Chief Financial Officer
Date: September 13, 1996



COCA-COLA DE ARGENTINA S.A.


By: /s/ GLENN JORDAN
Glenn Jordan
President
Date: September 13, 1996



- 21 -

EXHIBIT INDEX



EXHIBIT DESCRIPTION

99.1 Directors and Executive Officers

99.2 Stock Purchase Agreement dated as of September 5, 1996 by and
among Embotelladora Andina S.A., Inversiones Freire Ltda.,
Inversiones Freire Dos Ltda., Citicorp Banking Corporation and
Bottling Investment Limited

99.3 Stock Purchase Agreement dated as of September 5, 1996 by and
among Embotelladora Andina S.A., Inversiones del Atlantico S.A.,
Inversiones Freire Ltda., Inversiones Freire Dos Ltda., The
Coca-Cola Company, Coca-Cola Interamerican Corporation, Coca-Cola
de Argentina S.A., Citicorp Banking Corporation and Bottling
Investment Limited

99.4 Shareholders' Agreement dated as of September 5, 1996 by and among
Embotelladora Andina S.A., The Coca-Cola Company, Coca-Cola
Interamerican Corporation, Coca-Cola de Argentina S.A., Bottling
Investment Limited, Inversiones Freire Ltda. and Inversiones
Freire Dos Ltda.

99.5 Stock Purchase Option Agreement and Custody Agreement dated as of
September 5, 1996 by and among Inversiones Freire Ltda.,
Inversiones Freire Dos Ltda., The Coca-Cola Company, Coca-Cola
Interamerican Corporation, Coca-Cola de Argentina S.A. and
Citibank N.A.

99.6 Form of amendments to the Estatutos Sociales of Embotelladora
Andina S.A.

99.7 Letter Agreement dated as of September 5, 1996, by and among
Embotelladora Andina S.A., Inversiones del Atlantico S.A.,
Inversiones Freire Ltda., Inversiones Freire Dos Ltda., The
Coca-Cola Company, Coca-Cola Interamerican Corporation, Coca-Cola
de Argentina S.A., Citicorp Banking Corporation and Bottling
Investment Limited

99.8 Joint Filing Agreement dated as of September 13, 1996, by and
among The Coca-Cola Company, Coca-Cola Interamerican Corporation,
The Coca-Cola Export Corporation and Coca-Cola de Argentina S.A.