SC 13D/A: 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) (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

December 17, 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 [ ].

(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 (Represents the aggregate number of shares beneficially
OWNED BY owned by the Reporting Persons filing this Schedule 13D
EACH -- See Attachment A)
REPORTING
PERSON 8 SHARED VOTING POWER
WITH None

9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially
owned by the Reporting Persons filing this Schedule 13D
-- 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
(Represents the aggregate number of shares beneficially owned
by the Reporting Person filing this Schedule 13D -- 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)
6.65% (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. and reflects the exercise of withdrawal
rights by the shareholders of Embotelladora Andina S.A. with respect
to 15,460,922 shares of Common Stock, all in connection with the
capital increase of Embotelladora Andina S.A. pursuant to which
these shares have been 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 (Represents the aggregate number of shares beneficially
OWNED BY owned by the Reporting Persons filing this Schedule 13D
EACH -- See Attachment A)
REPORTING
PERSON 8 SHARED VOTING POWER
WITH None

9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially
owned by the Reporting Persons filing this Schedule 13D
-- 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
(Represents the aggregate number of shares beneficially owned
by the Reporting Person filing this Schedule 13D -- 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)
6.65% (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. and reflects the exercise of withdrawal
rights by the shareholders of Embotelladora Andina S.A. with respect
to 15,460,922 shares of Common Stock, all in connection with the
capital increase of Embotelladora Andina S.A. pursuant to which
these shares have been 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 (Represents the aggregate number of shares beneficially
OWNED BY owned by the Reporting Persons filing this Schedule 13D
EACH -- See Attachment A)
REPORTING
PERSON 8 SHARED VOTING POWER
WITH None

9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially
owned by the Reporting Persons filing this Schedule 13D
-- 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
(Represents the aggregate number of shares beneficially owned
by the Reporting Person filing this Schedule 13D -- 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)
6.65% (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. and reflects the exercise of withdrawal
rights by the shareholders of Embotelladora Andina S.A. with respect
to 15,460,922 shares of Common Stock, all in connection with the
capital increase of Embotelladora Andina S.A. pursuant to which
these shares have been 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 (Represents the aggregate number of shares beneficially
OWNED BY owned by the Reporting Persons filing this Schedule 13D
EACH -- See Attachment A)
REPORTING
PERSON 8 SHARED VOTING POWER
WITH None

9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially
owned by the Reporting Persons filing this Schedule 13D
-- 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
(Represents the aggregate number of shares beneficially owned
by the Reporting Person filing this Schedule 13D -- 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)
6.65% (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. and reflects the exercise of withdrawal
rights by the shareholders of Embotelladora Andina S.A. with respect
to 15,460,922 shares of Common Stock, all in connection with the
capital increase of Embotelladora Andina S.A. pursuant to which
these shares have been acquired.

*SEE INSTRUCTIONS BEFORE FILLING OUT

- 5 -

SCHEDULE 13D
CUSIP No. - None (1)

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bottling Investment Limited
(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
Cayman Islands

NUMBER OF 7 SOLE VOTING POWER
SHARES 24,000,000 shares of Common Stock, no par value
BENEFICIALLY (Represents the aggregate number of shares beneficially
OWNED BY owned by the Reporting Persons filing this Schedule 13D
EACH -- See Attachment A)
REPORTING
PERSON 8 SHARED VOTING POWER
WITH None

9 SOLE DISPOSITIVE POWER
24,000,000 shares of Common Stock, no par value
(Represents the aggregate number of shares beneficially
owned by the Reporting Persons filing this Schedule 13D
-- 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
(Represents the aggregate number of shares beneficially owned
by the Reporting Person filing this Schedule 13D -- 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)
6.65% (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. and reflects the exercise of withdrawal
rights by the shareholders of Embotelladora Andina S.A. with respect
to 15,460,922 shares of Common Stock, all in connection with the
capital increase of Embotelladora Andina S.A. pursuant to which
these shares have been acquired.

*SEE INSTRUCTIONS BEFORE FILLING OUT

- 6 -

ATTACHMENT A


Pursuant to the SPC Purchase Agreement (as defined in
Item 4), Coca-Cola Interamerican Corporation and Coca-Cola
de Argentina S.A. have acquired Bottling Investment Limited
("SPC"), which owns 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. SPC is now a subsidiary
of Coca-Cola de Argentina S.A. (which owns approximately 5.88%
of the outstanding capital stock of SPC) and Coca-Cola
Interamerican Corporation (which owns approximately 94.12% of the
outstanding capital stock of SPC).

- 7 -
AMENDMENT NO. 1
TO
STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934


ITEM 2. IDENTITY AND BACKGROUND

Item 2 is amended and supplemented by adding to the
information previously filed under this item the following:

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, 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, and KO's indirect wholly owned subsidiary,
Bottling Investment Limited ("SPC"), a Cayman Islands
corporation having its principal executive offices at Ugland
House, P.O. Box 309, Georgetown, Grand Cayman, Cayman
Islands, British West Indies, telephone (809) 949-8066.

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

None of KO, Interamerican, Export, CC Argentina and SPC nor,
to the best of its respective knowledge, any director,
executive officer or controlling person of KO,
Interamerican, Export, CC Argentina or SPC 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 either such party or any director,
executive officer or controlling person of such party 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 4. PURPOSE OF TRANSACTION

Item 4 is amended and supplemented by adding to the
information previously filed under this item the following:

On December 17, 1996, Interamerican and CC Argentina
consummated the acquisition of the beneficial ownership of
24,000,000 shares (the "Acquired Shares") of Common Stock of
Embotelladora Andina S.A. ("Andina") through the acquisition
of SPC. Also on December 17, 1996, Inversiones del
Atlantico S.A., an Argentine company and a subsidiary of
Andina ("Atlantico"), acquired (i) all of the capital stock
of Complejo Industrial PET (CIPET) S.A., a wholly owned
subsidiary of CC Argentina ("CIPET"), and approximately U.S.
$66.36 million of debt owed by CIPET to Interamerican and
(ii) approximately 78.7% of the capital stock of INTI S.A.
Industrial y Comercial, the Coca-Cola bottler based in
Cordoba, Argentina ("INTI"). Such transactions were
effected pursuant to the Stock Purchase Agreement
dated as of September 5, 1996 (the "Andina Purchase
Agreement") among Andina, Inversiones Freire Ltda. and


- 8 -

Inversiones Freire Dos Ltda. (collectively, the "Majority
Shareholders"), Citicorp Banking Corporation ("Citicorp") and
SPC, and the 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. The Andina Purchase Agreement and the SPC Purchase
Agreement are sometimes referred to herein collectively as
the "Stock Purchase Agreements." KO, Interamerican and CC
Argentina are sometimes referred to herein collectively as
the "KO Parties."

In connection with the consummation of the transactions
contemplated by the Stock Purchase Agreements, the Majority
Shareholders, Citibank N.A. (the "Custody Agent"), KO,
Interamerican and CC Argentina also executed an Amendment
(the "Option Agreement Amendment") to the Stock Purchase
Option Agreement and Custody Agreement dated as of September
5, 1996 among the Majority Shareholders, the Custody Agent,
KO, Interamerican and CC Argentina (the "Option Agreement").
A copy of the Option Agreement Amendment is attached hereto
as Exhibit 99.9 and is incorporated herein by reference.
The Option Agreement Amendment amends the termination
provisions of the option granted to the KO Parties under the
Option Agreement (the "Option") to acquire, at any time
after the date of the Option Agreement until December 31,
2130 upon the occurrence of certain conditions, certain
additional securities of Andina owned by the Majority
Shareholders, all as described further in Item 6 of this
Amendment No. 1 to Schedule 13D. The Option Agreement
Amendment also revises the fees payable by the Majority
Shareholders to the Custody Agent in connection with such
arrangement.

In addition, in connection with the consummation of such
transaction, Andina, KO, Interamerican, CC Argentina, SPC
and the Majority Shareholders also executed Amendment No. 1
(the "Shareholders' Agreement Amendment") to the
Shareholders' Agreement dated as of September 5, 1996 among
such parties (the "Shareholders' Agreement"). A copy of the
Shareholders' Agreement Amendment is attached hereto as
Exhibit 99.10 and is incorporated herein by reference. The
Shareholders' Agreement Amendment effected certain technical
changes to the Shareholders' Agreement.

KO, Interamerican and CC Argentina intend to liquidate SPC
as soon as practicable. The Acquired Shares held by SPC
will be distributed to Interamerican (47,062.37 shares) and
CC Argentina (2,937.63 shares) upon the liquidation of SPC.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is amended and supplemented by adding to the
information previously filed under this item the following:

As a result of the consummation of the transactions
contemplated by the Stock Purchase Agreements, CC Argentina
and Interamerican collectively own all of the outstanding
capital stock of SPC, and the sole asset of SPC is the
Acquired Shares. Interamerican and CC Argentina are direct
or indirect subsidiaries of KO, and CC Argentina is a direct
subsidiary of Export. CC Argentina owns approximately 5.88%
of the capital stock of SPC, and Interamerican owns
approximately 94.12% of the capital stock of SPC.

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 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 (as defined in Item 6), 24,000,000 shares
of Class A Stock and 24,000,000 shares of Class B Stock),
or approximately 6.65% of the outstanding capital stock of
Andina (assuming no exercise of any preemptive rights
to acquire shares of Common Stock by existing

- 9 -

shareholders of Andina and reflecting the exercise of
withdrawal rights with respect to approximately 15,460,922
shares of Common Stock by existing shareholders of Andina).

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

Item 6 is amended and supplemented by adding to the
information previously filed under this Item the following:

STOCK PURCHASE AGREEMENTS

On December 17, 1996, Andina consummated the transactions
contemplated by the Andina Purchase Agreement with the
Majority Shareholders, Citicorp, and SPC pursuant to which
SPC acquired 24,000,000 shares of Common Stock. Also on
December 17, 1996, Andina, Atlantico, the Majority
Shareholders, KO, Interamerican, CC Argentina, Citicorp and
SPC consummated the transactions contemplated by the SPC
Stock Purchase Agreement, pursuant to which
(i) Interamerican and CC Argentina acquired all of the
outstanding shares of capital stock of SPC and (ii)
Atlantico acquired (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.

OPTION AGREEMENT

On December 17, 1996, in connection with the consummation of
the transactions contemplated by the Stock Purchase
Agreements, the Majority Shareholders, the Custody Agent,
KO, Interamerican and CC Argentina also executed the Option
Agreement Amendment. The Option Agreement Amendment amends
the termination provisions of the Option to provide that the
Option shall terminate upon the occurrence of any of the
following:

(i) if the KO Parties sell their shares of Andina
to persons (other than the KO Parties and their
subsidiaries) and such sale has as a direct result
that during the 30 days following such sale the KO
Parties and their subsidiaries become owners in
the aggregate (a) of less than 15,660,000 ordinary
Shares before the Reclassification occurs (or if
the Reclassification occurred and a subsequent
event results in that there are only ordinary
Shares of Andina); or (b) less than 15,660,000
Series A Shares of Andina if the Reclassification
occurred and the Series A Shares of Andina
continue to be outstanding;

(ii) if the Majority Shareholders notify the KO
Shareholders in writing that the ownership level of
Andina stock held by KO and its subsidiaries has
fallen below (a) 4% of the outstanding Common Stock
if the reclassification (the "Reclassification") of
the existing Common Stock of Andina into two series
of shares, the Series A Shares and the Series B
Shares has not occurred or if following such
Reclassification an event occurs with the result
that only Common Stock of Andina is outstanding, or
(b) 4% of the Series A Shares if such Reclassification
has occurred and Series A Shares continue to
be outstanding; provided that this clause (ii)
will only apply if KO and its subsidiaries within
one year following the receipt of such written
notice fail to restore their ownership of Andina
stock to at least such applicable 4% level;

(iii) if the bottling agreements between KO and
Andina 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; or

- 10 -


(iv) one year after the termination by KO of the
bottling agreements, unless the option exercise
process has been initiated.

The Option Agreement Amendment also revises the fees payable
by the Majority Shareholders to the Custody Agent in
connection with such arrangement.

SHAREHOLDERS' AGREEMENT

On December 17, 1996, in connection with the consummation of
the transactions contemplated by the Stock Purchase
Agreements, Andina, KO, Interamerican, CC Argentina, SPC and
the Majority Shareholders also executed the Shareholders'
Agreement Amendment. The Shareholders' Agreement Amendment
effected certain technical changes to the Shareholders'
Agreement.


- 11 -

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 99.1 - Directors and Executive Officers

Exhibit 99.9 - Amendment dated December 17, 1996 to
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 99.10 - Amendment No. 1 dated December 17, 1996
to 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 99.11 - Joint Filing Agreement dated as of
December 17, 1996, by and among The Coca-Cola
Company, Coca-Cola Interamerican Corporation,
The Coca-Cola Export Corporation, Coca-Cola
de Argentina S.A. and Bottling Investment
Limited.


- 12 -
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: December 17, 1996


COCA-COLA INTERAMERICAN CORPORATION

By: /s/ JAMES E. CHESTNUT
James E. Chestnut
Vice President and
Chief Financial Officer
Date: December 17, 1996


THE COCA-COLA EXPORT CORPORATION

By: /s/ JAMES E. CHESTNUT
James E. Chestnut
Senior Vice President and
Chief Financial Officer
Date: December 17, 1996


COCA-COLA DE ARGENTINA S.A.

By: /s/ GLENN JORDAN
Glenn Jordan
President
Date: December 17, 1996


BOTTLING INVESTMENT LIMITED

By: /s/ GLENN JORDAN
Glenn Jordan
Director
Date: December 17, 1996


- 13 -

EXHIBIT DESCRIPTION

99.1 Directors and Executive Officers

99.9 Amendment dated December 17, 1996 to
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.

99.10 Amendment No. 1 dated December 17, 1996 to
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.

99.11 Joint Filing Agreement dated as of December 17,
1996, by and among The Coca-Cola Company, Coca-Cola
Interamerican Corporation, The Coca-Cola Export
Corporation, Coca-Cola de Argentina S.A. and Bottling
Investment Limited.