Registration No. 333-
   As filed with the Securities and Exchange Commission on November 12, 1997
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                           _________________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                           _________________________
                    PEPSI-COLA PUERTO RICO BOTTLING COMPANY
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                       ###-##-####
 (STATE OR OTHER JURISDICTION                          (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)

                            CARRETERA #865, KM 0.4
                           BARRIO CANDELARIA ARENAS
                         TOA BAJA, PUERTO RICO  00949
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                    PEPSI-COLA PUERTO RICO BOTTLING COMPANY
                          QUALIFIED STOCK OPTION PLAN
                        NON-QUALIFIED STOCK OPTION PLAN
                            STOCK OPTION AGREEMENT
                             (FULL TITLE OF PLANS)
                           _________________________

                                  RAFAEL NIN
                            CARRETERA #865, KM 0.4
                           BARRIO CANDELARIA ARENAS
                          TOA BAJA, PUERTO RICO 00949
                                (787) 251-2000
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                                  COPIES TO:
                           LAURENCE E. CRANCH, ESQ.
                          ALEJANDRO E. CAMACHO, ESQ.
                                ROGERS & WELLS
                                200 PARK AVENUE
                           NEW YORK, NEW YORK  10166
                                (212) 878-8000

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                             PROPOSED MAXIMUM           PROPOSED
    TITLE OF SECURITIES   AMOUNT TO BE        OFFERING PRICE             MAXIMUM
     TO BE REGISTERED     REGISTERED{(1)}      PER SHARE{(2)}           AGGREGATE               AMOUNT OF
                                                                     OFFERING PRICE{(2)}     REGISTRATION FEE
<S>                            <C>                  <C>                   <C>                     <C>
Class B Common Stock,           190,000{(3)}            $5.00{(4)}           $950,000          $  287.88
par value $0.01 per             810,000{(5)}          $7.0625{(6)}         $5,720,625          $1,733.52
share                         1,516,667{(7)}            $5.00{(4)}         $7,583,335          $2,297.98
                              ---------               -------             -----------             ---------
                              2,516,667                                   $14,253,960          $4,319.38{(8)}
</TABLE>
(1)  This  Registration  Statement  also  covers  an  indeterminate number of
     shares that may be issuable by reason of stock splits,  stock dividends,
     recapitalization,   exchange  of  shares  or  similar  transactions   in
     accordance with Rule 416 under the Securities Act of 1933, as amended.
(2)  Estimated solely for  the  purpose  of calculating the registration fee,
     pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
     amended.
(3)  Represents the number of shares being  registered  that may be purchased
     upon exercise of stock options currently outstanding  granted  under the
     Registrant's Qualified Stock Option Plan and Non-Qualified Stock  Option
     Plan.
(4)  Based on the exercise price of options currently outstanding.
(5)  Represents  the  maximum  number  of shares being registered that may be
     purchased upon exercise of stock options  that  may  be  granted  in the
     future  under  the  Registrant's  Qualified  Stock  Option Plan and Non-
     Qualified Stock Option Plan.
(6)  Based on the average of the high and low prices of registrant's  Class B
     Common Stock reported on the New York Stock Exchange on November 6, 1997.
(7)  Represents  the  number of shares being registered that may be purchased
     upon exercise of stock  options  currently outstanding granted under the
     Stock Option Agreement (as defined herein).
(8)  Total filing fee being paid.

<PAGE>
                                PART I

         INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  documents  containing the information specified in Part I of Form S-8
will be sent or given  to  employees  who  have  been awarded options under the
Pepsi-Cola  Puerto  Rico Bottling Company Qualified  Stock  Option  Plan,  Non-
Qualified Stock Option  Plan  or  Stock Option Agreement dated October 15, 1996
between the Company and Rafael Nin  (the "Stock Option Agreement," and together
with the Qualified Stock Option Plan  and  the Non-Qualified Stock Option Plan,
the "Plans") as specified in the Note to Part  I of Form S-8 and Rule 428(b)(1)
under  the  Securities Act of 1933, as amended (the  "Securities  Act").   Such
documents are  not  required  to  be  and are not filed with the Securities and
Exchange Commission (the "Commission")  either  as  part  of  this Registration
Statement  or as prospectuses or prospectus supplements pursuant  to  Rule  424
under the Securities  Act.   These  documents and the documents incorporated by
reference in this Registration Statement  pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute  a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

     The Class B Common Stock of Pepsi-Cola Puerto Rico  Bottling  Company (the
"Company")  to  be  offered and sold to the employees under the Plans is  being
registered by the Company  on  this  Registration  Statement.  In addition, the
following reoffer prospectus filed as part of this Registration  Statement  has
been  prepared  in  accordance with the requirements of Part I of Form S-3, and
pursuant to General Instruction  C  to Form S-8, may be used in connection with
reofferings and resales of Class B Common  Stock  of the Company that have been
or will be acquired under the Plans.
<PAGE>
REOFFER PROSPECTUS


                PEPSI-COLA PUERTO RICO BOTTLING COMPANY

               2,516,667 SHARES OF CLASS B COMMON STOCK

     This Prospectus relates to the offer and sale  from  time to time of up to
an aggregate of 2,516,667 shares of Class B Common Stock, par  value  $0.01 per
share  (the  "Shares" or the "Class B Common Stock") of Pepsi-Cola Puerto  Rico
Bottling Company  (the "Company"), which may be acquired by the securityholders
described herein under  the  caption  "Selling  Security Holders" (the "Selling
Security  Holders")  pursuant to the Pepsi-Cola Puerto  Rico  Bottling  Company
Qualified Stock Option  Plan,  Non-Qualified  Stock Option Plan or Stock Option
Agreement dated October 15, 1996 between the Company and Rafael Nin (the "Stock
Option Agreement" and together with the Qualified  Stock  Option Plan and  Non-
Qualified  Stock  Option  Plan,  the  "Plans")  upon  exercise of stock options
granted or to be granted in the future by the Company to  such Security Holders
pursuant to the Plans.  See "Plan of Resale."  The Company will not receive any
of  the proceeds from the sale by the Selling Security Holders  of  the  Shares
made  hereunder  although  the  Company will receive the exercise price in cash
upon the exercise of the options by the Selling Security Holders.

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

     The Class B Common Stock is  listed  on  the New York Stock Exchange under
the symbol "PPO."  The last reported sale price  of the Class B Common Stock on
the New York Stock Exchange on November 6, 1997 was $7.0625 per share.


     INVESTORS SHOULD CAREFULLY CONSIDER CERTAIN RISK  FACTORS  RELATING TO THE
COMPANY.  SEE "RISK FACTORS" ON PAGES 4 TO 5.


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


                       _________________________


           The date of this Prospectus is November 12, 1997.
<PAGE>
                           TABLE OF CONTENTS

                                                                           PAGE

Available Information.....................................................    2

Incorporation of Certain Documents by Reference...........................    3

The Company...............................................................    4

Risk Factors..............................................................    4

Use of Proceeds...........................................................    5

Selling Security Holders..................................................    5

Plan of Resale............................................................    6

Legal Matters.............................................................    6

Experts...................................................................    6

     No  person  has  been  authorized to give any information or to  make  any
representations, other than those  contained  in this Prospectus, in connection
with  the  offering made hereby, and, if given or  made,  such  information  or
representations  must  not  be  relied  upon.   Neither  the  delivery  of this
Prospectus nor any offer, solicitation or sale made hereunder shall, under  any
circumstances,  create  an  implication  that  there  has been no change in the
affairs of the Company since the date hereof or that the  information herein is
correct  as  of  any  time  subsequent to its date.  This Prospectus  does  not
constitute an offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction to any person to whom it is unlawful to make any such offer
or solicitation.


                         AVAILABLE INFORMATION

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

                                        2
<PAGE>

     This Prospectus constitutes a part of a Registration Statement on Form S-8
(the "Registration  Statement")  filed by the Company with the Commission under
the Securities Act.  This Prospectus omits certain of the information contained
in the Registration Statement in accordance  with  the rules and regulations of
the  Commission.   Reference is hereby made to the Registration  Statement  and
related exhibits for  further  information  with respect to the Company and the
Shares.  Statements contained herein concerning the provisions of any documents
are not necessarily complete and, in each instance,  reference  is  made to the
copy  of  such  document  filed as an exhibit to the Registration Statement  or
otherwise filed with the Commission.   Each  such statement is qualified in its
entirety by such reference.


            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

     (a)   the  Company's  Annual  Report  on  Form  10-K for  the  year  ended
September 30, 1996, and any amendments thereto;

     (b)   all other reports filed by the Company pursuant  to Section 13(a) or
15(d) of the Exchange Act since September 30, 1996; and

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

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

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

                                        3
<PAGE>
                              THE COMPANY

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


                             RISK FACTORS

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

RECENT UNFAVORABLE FINANCIAL RESULTS

     For  the  nine month interim period ended June 30, 1997, the Company had a
loss from operations  of  $(20.2) million compared to a loss from operations of
$(18.0) in the 1996 nine month  interim  period.   This loss from operations in
the  1997  interim  period  resulted  primarily  from (i)  intense  competitive
pressures in Puerto Rico which produced substantially  lower  net  prices, (ii)
recognition of a loss contingency in connection with the proposed settlement of
certain shareholder class action law suits against the Company and (iii)  legal
fees  incurred  in  connection  with  the  shareholder law suits and an ongoing
investigation by the Securities and Exchange  Commission  of  the circumstances
surrounding   certain   accounting   irregularities   which  precipitated   the
shareholder  lawsuits.   In  addition,  the Company incurred  substantial  non-
recurring  restructuring charges as a result  of  employee  terminations  which
reduced the Company's work force by 5%.

     Although  the  shareholder  law  suits  have now been settled, the Company
continues to face intense, competitive pressures  in Puerto Rico which continue
to adversely affect the Company's results of operations.

COMPETITION

     The soft drink industry in Puerto Rico is highly competitive.  The Company
faces intense price competition which has resulted  in  substantially lower net
prices.   The  Company's  principal competitors in Puerto Rico  are  the  local
bottlers and distributors of  Coca-Cola  in the cola market and Seven-Up in the
flavored soft drink market.  The Company's  other  competitors include bottlers
and distributors of nationally and regionally advertised and marketed products,
as  well as bottlers of smaller private label soft drinks,  which  the  Company
believes represents approximately 20% of total soft drink sales in Puerto Rico.
While   the   Company   engages  in  extensive  marketing  to  establish  brand
differentiation and loyalty,  the  Company  expects  that  competitors  of  the
Company  will  continue  their  intense  price competition in order to increase
their sales volumes and market shares to the  detriment  of the Company.  There
is no assurance that continued aggressive competition will  not  lead  to  even

                                        4
<PAGE>

lower prices for the Company's products and, as a result, increased losses.


                            USE OF PROCEEDS

     The  Company  will  receive no proceeds from the sale of the Shares by the
Selling Security Holders made hereunder.  The Company will receive the exercise
price in cash upon the exercise of the options by the Selling Security Holders,
which it will use for general corporate purposes.


                       SELLING SECURITY HOLDERS

     This Prospectus relates  to  possible  sales by directors and employees of
the Company or any subsidiary or affiliate thereof ("Selling Security Holders")
of  Shares  which  may be acquired by the Selling  Security  Holders  upon  the
exercise of options  granted under the Plans.  As of the date hereof, 2,516,667
Shares may be reoffered  by  the Selling Security Holders pursuant to the Plans
and this Prospectus.  The following  table  sets  forth  (i)  the  name  of the
current  Selling  Security Holder and his material relationships to the Company
within the past three years, (ii) the number and percentage holdings of Class B
Common  Stock that such  Selling  Security  Holder  beneficially  owned  as  of
September  30,  1997 (including shares of Class B Common Stock obtainable under
options exercisable  within  sixty (60) days of such date), (iii) the aggregate
number of shares of Class B Common  Stock that such Selling Security Holder may
sell pursuant to this Prospectus and (iv) the number and percentage holdings of
such Selling Security Holder following the completion of this offering.

<TABLE>
<CAPTION>
      NAME                    SHARES OF CLASS B             MAXIMUM                SHARES OF CLASS B
  AND POSITION                COMMON STOCK OWNED            NUMBER OF              COMMON STOCK OWNED
       OR                    PRIOR TO THE OFFERING          SHARES              AFTER THE OFFERING{(3)}
                          ----------------------------                      ------------------------------
  RELATIONSHIP                             PERCENT          OFFERED                           PERCENT
WITH THE COMPANY             AMOUNT       OF CLASS{(1)}    HEREBY{(2)}        AMOUNT         OF CLASS{(1)}
-----------------------   -----------     -------------    -------------    ---------        -------------
<S>                      <C>             <C>              <C>              <C>              <C>
Rafael Nin                 1,863,246{(4)}       10.23%           1,706,667      156,579{(5)}         0.86%
Director and Chief
Executive Officer of the
Company
</TABLE>
----------------------
(1) Based on 16,500,000 total outstanding Class B  Shares on September 30, 1997
    plus  1,706,667  Class  B  Shares  issuable  upon   exercise   of currently
    outstanding options.
(2) Includes the number of Shares which the current Selling Security Holder may
    acquire  pursuant  to  the  exercise  of options granted  to  such  Selling
    Security Holder under the Plans  (regardless of  whether  the  options  are
    currently exercisable), some or all of which may be sold from time to  time
    pursuant to this Prospectus.
(3) Assumes that all Shares offered hereby are sold.
(4) Includes 1,516,667 Shares that may  be acquired  upon  the  exercise  of  a
    currently  exercisable option (with unlimited duration) granted pursuant to
    the Stock Option Agreement and 190,000 Shares that may be acquired upon the
    exercise of a currently exercisable  option (with  a  duration of ten years
    from October 15, 1996) granted pursuant to the Qualified Stock Option Plan.
    The exercise price of both options is $5.00 per share.
(5) Shares directly owned by Mr. Nin.

     Selling Security Holders may receive additional options under the Plans in
the future and upon the exercise of such options will receive additional Shares
which  may  be  sold.  The current Selling Security Holder is the  only  person
currently eligible  to resell shares of Class B Common Stock hereunder.  Listed
above is the amount of  shares  available to be resold, including upon exercise
of options granted to such Selling Security Holder, whether or not such Selling

                                        5
<PAGE>
Security Holder has a present intent to resell.  There is no assurance that the
Selling Security Holder will sell  any  or  all  of  the  shares offered by him
hereunder.

     Currently, the names of other Selling Security Holders  and  the number of
Shares  to  be  reoffered  by  them  pursuant  to  the Company's Plans and  the
Prospectus  are  not known by the Company.  The Company  will  file  prospectus
supplements with the  Commission  in  accordance  with  Rule  424(b)  under the
Securities Act.


                            PLAN OF RESALE

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

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

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


                             LEGAL MATTERS

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


                                EXPERTS

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

                                        6
<PAGE>
                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed by Pepsi-Cola Puerto Rico Bottling
Company (the "Company") with the Commission  and  are incorporated by reference
in this Registration Statement:

     (a)   The Annual Report of the Company on Form  10-K  for  the  year ended
September 30, 1996, and any amendments thereto;

     (b)   All other reports filed by the Company pursuant to Section  13(a) or
15(d) of the Exchange Act since September 30, 1996;

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

     All documents subsequently filed  by  the  Company  pursuant  to  Sections
13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-
effective  amendment which indicates that all securities offered have been sold
or which deregisters  all  securities  then  remaining  unsold, shall be deemed
incorporated by reference in this Registration Statement  and to be part hereof
from the date of filing such documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

                                       II-1
<PAGE>
payment of unlawful dividends or the receipt of improper personal benefits.

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

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.    EXHIBITS.

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

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

       5.1 Opinion of Rogers & Wells.

      23.1 Consent of KPMG Peat Marwick LLP (accountants).

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

      24.1 Power of Attorney (included on signature  pages to this Registration
           Statement).

ITEM 9.    UNDERTAKINGS.

     (a)   The undersigned registrant hereby undertakes:

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

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

                                       II-2
<PAGE>
           (3)  To remove  from  registration  by  means  of a post-effective
     amendment any of the securities being registered which  remain unsold at
     the termination of the offering.

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

     (c)   Insofar  as indemnification for liabilities under the Securities Act
of 1933 may be permitted  to directors, officers and controlling persons of the
registrant pursuant to the  foregoing  provisions, or otherwise, the registrant
has been advised that in the opinion of  the Securities and Exchange Commission
such indemnification is against public policy  as  expressed in the Act and is,
therefore,  unenforceable.   In  the  event  that a claim  for  indemnification
against  such liabilities (other than the payment  by  the  registrant  of  the
expenses incurred  or  paid by a director, officer or controlling person of the
registrant in the successful  defense  of  any  action,  suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in  the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification  by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       II-3
<PAGE>
                              SIGNATURES

     Pursuant  to  the  requirements of the Securities Act of 1933, as amended,
the Registrant certifies  that  it  has  reasonable  grounds to believe that it
meets all of the requirements for filing on Form S-8 and  has  duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toa Baja, Commonwealth of Puerto  Rico  on this
11th day of November, 1997.

                                 PEPSI-COLA PUERTO RICO BOTTLING COMPANY


                                         /s/ RAPHAEL NIN
                                 By________________________________________
                                            Rafael Nin
                                            Chief Executive Officer


                           POWER OF ATTORNEY

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

                       _________________________

     Pursuant to the requirements of the Securities  Act  of  1933, as amended,
this  Registration  Statement has been signed by the following persons  in  the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
               SIGNATURE                               TITLE                DATE
               ---------                               -----                ----

<S>                                    <C>                                  <C>
      /S/ RAFAEL NIN                            Director and Chief          November 11, 1997
-----------------------------------
        Rafael Nin                               Executive Officer

     /S/ JOHN W. BECK                          Director and Chairman        November 11, 1997
-----------------------------------
       John W. Beck                          of the Board of Directors

  /S/ CHARLES R. KRAUSER                             Director               November 11, 1997
-----------------------------------
    Charles R. Krauser

     /S/ SUTTON KEANY                                Director               November 11, 1997
-----------------------------------
       Sutton Keany
</TABLE>
                                       II-4
<PAGE>
<TABLE>
<CAPTION>
               SIGNATURE                               TITLE                DATE
               ---------                               -----                ----

<S>                                    <C>                                  <C>

   /S/ ANTON SCHEDLBAUER                             Director               November 11, 1997
-----------------------------------
     Anton Schedlbauer

    /S/ C. LEON TIMOTHY                            Director and             November 11, 1997
-----------------------------------
      C. Leon Timothy                          Senior Vice President

     /S/ RICHARD REISS                               Director               November 11, 1997
-----------------------------------
       Richard Reiss

   /S/ DAVID L. VIRGINIA                        Vice President and          November 11, 1997
-----------------------------------
     David L. Virginia                        Chief Financial Officer
</TABLE>

                                       II-5
<PAGE>
                             EXHIBIT INDEX

<TABLE>
<CAPTION>
      EXHIBIT                                                                  PAGE IN SEQUENTIAL
                                                                                  NUMBER SYSTEM
<S>                 <C>                                                          <C>
        4.1         Specimen  Stock  Certificate  representing  Class  B Shares,
                    incorporated by reference to Exhibit 4.1 to Amendment  No. 3
                    to   the   Company's  Registration  Statement  on  Form  S-1
                    (Registration No. 33-94620)
        5.1         Opinion of Rogers & Wells                                               E-2
       23.1         Consent of KPMG Peat Marwick LLP                                        E-4
                    (accountants)
       23.2         Consent of Rogers & Wells
                    included in Exhibit 5.1.
       24.1         Power of Attorney  (included  on  signature  pages  to  this
                    Registration Statement)
</TABLE>

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 39119}]
{"company-data": {"conformed-name": "PEPSI COLA PUERTO RICO BOTTLING CO", "cik": "0000948086", "assigned-sic": "2086", "irs-number": "660433580", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40091", "film-number": "97715229"}, "business-address": {"street1": "PO BOX 191709", "city": "SAN JUAN", "state": "PR", "zip": "00919-1709", "phone": "7872512000"}, "mail-address": {"street1": "PO BOX 191709", "city": "SAN JUAN", "state": "PR", "zip": "00919-1709"}}
Registration No. 333-
   As filed with the Securities and Exchange Commission on November 12, 1997
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                           _________________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                           _________________________
                    PEPSI-COLA PUERTO RICO BOTTLING COMPANY
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                       ###-##-####
 (STATE OR OTHER JURISDICTION                          (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)

                            CARRETERA #865, KM 0.4
                           BARRIO CANDELARIA ARENAS
                         TOA BAJA, PUERTO RICO  00949
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                    PEPSI-COLA PUERTO RICO BOTTLING COMPANY
                          QUALIFIED STOCK OPTION PLAN
                        NON-QUALIFIED STOCK OPTION PLAN
                            STOCK OPTION AGREEMENT
                             (FULL TITLE OF PLANS)
                           _________________________

                                  RAFAEL NIN
                            CARRETERA #865, KM 0.4
                           BARRIO CANDELARIA ARENAS
                          TOA BAJA, PUERTO RICO 00949
                                (787) 251-2000
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                                  COPIES TO:
                           LAURENCE E. CRANCH, ESQ.
                          ALEJANDRO E. CAMACHO, ESQ.
                                ROGERS & WELLS
                                200 PARK AVENUE
                           NEW YORK, NEW YORK  10166
                                (212) 878-8000

                        CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM           PROPOSED
    TITLE OF SECURITIES   AMOUNT TO BE        OFFERING PRICE             MAXIMUM
     TO BE REGISTERED     REGISTERED{(1)}      PER SHARE{(2)}           AGGREGATE               AMOUNT OF
                                                                     OFFERING PRICE{(2)}     REGISTRATION FEE
Class B Common Stock,           190,000{(3)}            $5.00{(4)}           $950,000          $  287.88
par value $0.01 per             810,000{(5)}          $7.0625{(6)}         $5,720,625          $1,733.52
share                         1,516,667{(7)}            $5.00{(4)}         $7,583,335          $2,297.98
                              ---------               -------             -----------             ---------
                              2,516,667                                   $14,253,960          $4,319.38{(8)}
(1)  This  Registration  Statement  also  covers  an  indeterminate number of
     shares that may be issuable by reason of stock splits,  stock dividends,
     recapitalization,   exchange  of  shares  or  similar  transactions   in
     accordance with Rule 416 under the Securities Act of 1933, as amended.
(2)  Estimated solely for  the  purpose  of calculating the registration fee,
     pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
     amended.
(3)  Represents the number of shares being  registered  that may be purchased
     upon exercise of stock options currently outstanding  granted  under the
     Registrant's Qualified Stock Option Plan and Non-Qualified Stock  Option
     Plan.
(4)  Based on the exercise price of options currently outstanding.
(5)  Represents  the  maximum  number  of shares being registered that may be
     purchased upon exercise of stock options  that  may  be  granted  in the
     future  under  the  Registrant's  Qualified  Stock  Option Plan and Non-
     Qualified Stock Option Plan.
(6)  Based on the average of the high and low prices of registrant's  Class B
     Common Stock reported on the New York Stock Exchange on November 6, 1997.
(7)  Represents  the  number of shares being registered that may be purchased
     upon exercise of stock  options  currently outstanding granted under the
     Stock Option Agreement (as defined herein).
(8)  Total filing fee being paid.
PART I

         INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  documents  containing the information specified in Part I of Form S-8
will be sent or given  to  employees  who  have  been awarded options under the
Pepsi-Cola  Puerto  Rico Bottling Company Qualified  Stock  Option  Plan,  Non-
Qualified Stock Option  Plan  or  Stock Option Agreement dated October 15, 1996
between the Company and Rafael Nin  (the "Stock Option Agreement," and together
with the Qualified Stock Option Plan  and  the Non-Qualified Stock Option Plan,
the "Plans") as specified in the Note to Part  I of Form S-8 and Rule 428(b)(1)
under  the  Securities Act of 1933, as amended (the  "Securities  Act").   Such
documents are  not  required  to  be  and are not filed with the Securities and
Exchange Commission (the "Commission")  either  as  part  of  this Registration
Statement  or as prospectuses or prospectus supplements pursuant  to  Rule  424
under the Securities  Act.   These  documents and the documents incorporated by
reference in this Registration Statement  pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute  a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

     The Class B Common Stock of Pepsi-Cola Puerto Rico  Bottling  Company (the
"Company")  to  be  offered and sold to the employees under the Plans is  being
registered by the Company  on  this  Registration  Statement.  In addition, the
following reoffer prospectus filed as part of this Registration  Statement  has
been  prepared  in  accordance with the requirements of Part I of Form S-3, and
pursuant to General Instruction  C  to Form S-8, may be used in connection with
reofferings and resales of Class B Common  Stock  of the Company that have been
or will be acquired under the Plans.
REOFFER PROSPECTUS

                PEPSI-COLA PUERTO RICO BOTTLING COMPANY

               2,516,667 SHARES OF CLASS B COMMON STOCK

     This Prospectus relates to the offer and sale  from  time to time of up to
an aggregate of 2,516,667 shares of Class B Common Stock, par  value  $0.01 per
share  (the  "Shares" or the "Class B Common Stock") of Pepsi-Cola Puerto  Rico
Bottling Company  (the "Company"), which may be acquired by the securityholders
described herein under  the  caption  "Selling  Security Holders" (the "Selling
Security  Holders")  pursuant to the Pepsi-Cola Puerto  Rico  Bottling  Company
Qualified Stock Option  Plan,  Non-Qualified  Stock Option Plan or Stock Option
Agreement dated October 15, 1996 between the Company and Rafael Nin (the "Stock
Option Agreement" and together with the Qualified  Stock  Option Plan and  Non-
Qualified  Stock  Option  Plan,  the  "Plans")  upon  exercise of stock options
granted or to be granted in the future by the Company to  such Security Holders
pursuant to the Plans.  See "Plan of Resale."  The Company will not receive any
of  the proceeds from the sale by the Selling Security Holders  of  the  Shares
made  hereunder  although  the  Company will receive the exercise price in cash
upon the exercise of the options by the Selling Security Holders.

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

     The Class B Common Stock is  listed  on  the New York Stock Exchange under
the symbol "PPO."  The last reported sale price  of the Class B Common Stock on
the New York Stock Exchange on November 6, 1997 was $7.0625 per share.

     INVESTORS SHOULD CAREFULLY CONSIDER CERTAIN RISK  FACTORS  RELATING TO THE
COMPANY.  SEE "RISK FACTORS" ON PAGES 4 TO 5.

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

                       _________________________

           The date of this Prospectus is November 12, 1997.
TABLE OF CONTENTS

                                                                           PAGE

Available Information.....................................................    2

Incorporation of Certain Documents by Reference...........................    3

The Company...............................................................    4

Risk Factors..............................................................    4

Use of Proceeds...........................................................    5

Selling Security Holders..................................................    5

Plan of Resale............................................................    6

Legal Matters.............................................................    6

Experts...................................................................    6

     No  person  has  been  authorized to give any information or to  make  any
representations, other than those  contained  in this Prospectus, in connection
with  the  offering made hereby, and, if given or  made,  such  information  or
representations  must  not  be  relied  upon.   Neither  the  delivery  of this
Prospectus nor any offer, solicitation or sale made hereunder shall, under  any
circumstances,  create  an  implication  that  there  has been no change in the
affairs of the Company since the date hereof or that the  information herein is
correct  as  of  any  time  subsequent to its date.  This Prospectus  does  not
constitute an offer to sell or a solicitation of an offer to buy any securities
in any jurisdiction to any person to whom it is unlawful to make any such offer
or solicitation.

                         AVAILABLE INFORMATION

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

                                        2
This Prospectus constitutes a part of a Registration Statement on Form S-8
(the "Registration  Statement")  filed by the Company with the Commission under
the Securities Act.  This Prospectus omits certain of the information contained
in the Registration Statement in accordance  with  the rules and regulations of
the  Commission.   Reference is hereby made to the Registration  Statement  and
related exhibits for  further  information  with respect to the Company and the
Shares.  Statements contained herein concerning the provisions of any documents
are not necessarily complete and, in each instance,  reference  is  made to the
copy  of  such  document  filed as an exhibit to the Registration Statement  or
otherwise filed with the Commission.   Each  such statement is qualified in its
entirety by such reference.

            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

     (a)   the  Company's  Annual  Report  on  Form  10-K for  the  year  ended
September 30, 1996, and any amendments thereto;

     (b)   all other reports filed by the Company pursuant  to Section 13(a) or
15(d) of the Exchange Act since September 30, 1996; and

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

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

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

                                        3
THE COMPANY

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

                             RISK FACTORS

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

RECENT UNFAVORABLE FINANCIAL RESULTS

     For  the  nine month interim period ended June 30, 1997, the Company had a
loss from operations  of  $(20.2) million compared to a loss from operations of
$(18.0) in the 1996 nine month  interim  period.   This loss from operations in
the  1997  interim  period  resulted  primarily  from (i)  intense  competitive
pressures in Puerto Rico which produced substantially  lower  net  prices, (ii)
recognition of a loss contingency in connection with the proposed settlement of
certain shareholder class action law suits against the Company and (iii)  legal
fees  incurred  in  connection  with  the  shareholder law suits and an ongoing
investigation by the Securities and Exchange  Commission  of  the circumstances
surrounding   certain   accounting   irregularities   which  precipitated   the
shareholder  lawsuits.   In  addition,  the Company incurred  substantial  non-
recurring  restructuring charges as a result  of  employee  terminations  which
reduced the Company's work force by 5%.

     Although  the  shareholder  law  suits  have now been settled, the Company
continues to face intense, competitive pressures  in Puerto Rico which continue
to adversely affect the Company's results of operations.

COMPETITION

     The soft drink industry in Puerto Rico is highly competitive.  The Company
faces intense price competition which has resulted  in  substantially lower net
prices.   The  Company's  principal competitors in Puerto Rico  are  the  local
bottlers and distributors of  Coca-Cola  in the cola market and Seven-Up in the
flavored soft drink market.  The Company's  other  competitors include bottlers
and distributors of nationally and regionally advertised and marketed products,
as  well as bottlers of smaller private label soft drinks,  which  the  Company
believes represents approximately 20% of total soft drink sales in Puerto Rico.
While   the   Company   engages  in  extensive  marketing  to  establish  brand
differentiation and loyalty,  the  Company  expects  that  competitors  of  the
Company  will  continue  their  intense  price competition in order to increase
their sales volumes and market shares to the  detriment  of the Company.  There
is no assurance that continued aggressive competition will  not  lead  to  even

                                        4
lower prices for the Company's products and, as a result, increased losses.

                            USE OF PROCEEDS

     The  Company  will  receive no proceeds from the sale of the Shares by the
Selling Security Holders made hereunder.  The Company will receive the exercise
price in cash upon the exercise of the options by the Selling Security Holders,
which it will use for general corporate purposes.

                       SELLING SECURITY HOLDERS

     This Prospectus relates  to  possible  sales by directors and employees of
the Company or any subsidiary or affiliate thereof ("Selling Security Holders")
of  Shares  which  may be acquired by the Selling  Security  Holders  upon  the
exercise of options  granted under the Plans.  As of the date hereof, 2,516,667
Shares may be reoffered  by  the Selling Security Holders pursuant to the Plans
and this Prospectus.  The following  table  sets  forth  (i)  the  name  of the
current  Selling  Security Holder and his material relationships to the Company
within the past three years, (ii) the number and percentage holdings of Class B
Common  Stock that such  Selling  Security  Holder  beneficially  owned  as  of
September  30,  1997 (including shares of Class B Common Stock obtainable under
options exercisable  within  sixty (60) days of such date), (iii) the aggregate
number of shares of Class B Common  Stock that such Selling Security Holder may
sell pursuant to this Prospectus and (iv) the number and percentage holdings of
such Selling Security Holder following the completion of this offering.
NAME                    SHARES OF CLASS B             MAXIMUM                SHARES OF CLASS B
  AND POSITION                COMMON STOCK OWNED            NUMBER OF              COMMON STOCK OWNED
       OR                    PRIOR TO THE OFFERING          SHARES              AFTER THE OFFERING{(3)}
                          ----------------------------                      ------------------------------
  RELATIONSHIP                             PERCENT          OFFERED                           PERCENT
WITH THE COMPANY             AMOUNT       OF CLASS{(1)}    HEREBY{(2)}        AMOUNT         OF CLASS{(1)}
-----------------------   -----------     -------------    -------------    ---------        -------------
Rafael Nin                 1,863,246{(4)}       10.23%           1,706,667      156,579{(5)}         0.86%
Director and Chief
Executive Officer of the
Company
----------------------
(1) Based on 16,500,000 total outstanding Class B  Shares on September 30, 1997
    plus  1,706,667  Class  B  Shares  issuable  upon   exercise   of currently
    outstanding options.
(2) Includes the number of Shares which the current Selling Security Holder may
    acquire  pursuant  to  the  exercise  of options granted  to  such  Selling
    Security Holder under the Plans  (regardless of  whether  the  options  are
    currently exercisable), some or all of which may be sold from time to  time
    pursuant to this Prospectus.
(3) Assumes that all Shares offered hereby are sold.
(4) Includes 1,516,667 Shares that may  be acquired  upon  the  exercise  of  a
    currently  exercisable option (with unlimited duration) granted pursuant to
    the Stock Option Agreement and 190,000 Shares that may be acquired upon the
    exercise of a currently exercisable  option (with  a  duration of ten years
    from October 15, 1996) granted pursuant to the Qualified Stock Option Plan.
    The exercise price of both options is $5.00 per share.
(5) Shares directly owned by Mr. Nin.

     Selling Security Holders may receive additional options under the Plans in
the future and upon the exercise of such options will receive additional Shares
which  may  be  sold.  The current Selling Security Holder is the  only  person
currently eligible  to resell shares of Class B Common Stock hereunder.  Listed
above is the amount of  shares  available to be resold, including upon exercise
of options granted to such Selling Security Holder, whether or not such Selling

                                        5
Security Holder has a present intent to resell.  There is no assurance that the
Selling Security Holder will sell  any  or  all  of  the  shares offered by him
hereunder.

     Currently, the names of other Selling Security Holders  and  the number of
Shares  to  be  reoffered  by  them  pursuant  to  the Company's Plans and  the
Prospectus  are  not known by the Company.  The Company  will  file  prospectus
supplements with the  Commission  in  accordance  with  Rule  424(b)  under the
Securities Act.

                            PLAN OF RESALE

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

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

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

                             LEGAL MATTERS

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

                                EXPERTS

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

                                        6
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed by Pepsi-Cola Puerto Rico Bottling
Company (the "Company") with the Commission  and  are incorporated by reference
in this Registration Statement:

     (a)   The Annual Report of the Company on Form  10-K  for  the  year ended
September 30, 1996, and any amendments thereto;

     (b)   All other reports filed by the Company pursuant to Section  13(a) or
15(d) of the Exchange Act since September 30, 1996;

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

     All documents subsequently filed  by  the  Company  pursuant  to  Sections
13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-
effective  amendment which indicates that all securities offered have been sold
or which deregisters  all  securities  then  remaining  unsold, shall be deemed
incorporated by reference in this Registration Statement  and to be part hereof
from the date of filing such documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

                                       II-1
payment of unlawful dividends or the receipt of improper personal benefits.

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

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.    EXHIBITS.

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

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

       5.1 Opinion of Rogers & Wells.

      23.1 Consent of KPMG Peat Marwick LLP (accountants).

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

      24.1 Power of Attorney (included on signature  pages to this Registration
           Statement).

ITEM 9.    UNDERTAKINGS.

     (a)   The undersigned registrant hereby undertakes:

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

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

                                       II-2
(3)  To remove  from  registration  by  means  of a post-effective
     amendment any of the securities being registered which  remain unsold at
     the termination of the offering.

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

     (c)   Insofar  as indemnification for liabilities under the Securities Act
of 1933 may be permitted  to directors, officers and controlling persons of the
registrant pursuant to the  foregoing  provisions, or otherwise, the registrant
has been advised that in the opinion of  the Securities and Exchange Commission
such indemnification is against public policy  as  expressed in the Act and is,
therefore,  unenforceable.   In  the  event  that a claim  for  indemnification
against  such liabilities (other than the payment  by  the  registrant  of  the
expenses incurred  or  paid by a director, officer or controlling person of the
registrant in the successful  defense  of  any  action,  suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in  the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification  by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       II-3
SIGNATURES

     Pursuant  to  the  requirements of the Securities Act of 1933, as amended,
the Registrant certifies  that  it  has  reasonable  grounds to believe that it
meets all of the requirements for filing on Form S-8 and  has  duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toa Baja, Commonwealth of Puerto  Rico  on this
11th day of November, 1997.

                                 PEPSI-COLA PUERTO RICO BOTTLING COMPANY

                                         /s/ RAPHAEL NIN
                                 By________________________________________
                                            Rafael Nin
                                            Chief Executive Officer

                           POWER OF ATTORNEY

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

                       _________________________

     Pursuant to the requirements of the Securities  Act  of  1933, as amended,
this  Registration  Statement has been signed by the following persons  in  the
capacities and on the dates indicated.
SIGNATURE                               TITLE                DATE
               ---------                               -----                ----
/S/ RAFAEL NIN                            Director and Chief          November 11, 1997
-----------------------------------
        Rafael Nin                               Executive Officer

     /S/ JOHN W. BECK                          Director and Chairman        November 11, 1997
-----------------------------------
       John W. Beck                          of the Board of Directors

  /S/ CHARLES R. KRAUSER                             Director               November 11, 1997
-----------------------------------
    Charles R. Krauser

     /S/ SUTTON KEANY                                Director               November 11, 1997
-----------------------------------
       Sutton Keany
II-4
SIGNATURE                               TITLE                DATE
               ---------                               -----                ----
/S/ ANTON SCHEDLBAUER                             Director               November 11, 1997
-----------------------------------
     Anton Schedlbauer

    /S/ C. LEON TIMOTHY                            Director and             November 11, 1997
-----------------------------------
      C. Leon Timothy                          Senior Vice President

     /S/ RICHARD REISS                               Director               November 11, 1997
-----------------------------------
       Richard Reiss

   /S/ DAVID L. VIRGINIA                        Vice President and          November 11, 1997
-----------------------------------
     David L. Virginia                        Chief Financial Officer
II-5
EXHIBIT INDEX
EXHIBIT                                                                  PAGE IN SEQUENTIAL
                                                                                  NUMBER SYSTEM
4.1         Specimen  Stock  Certificate  representing  Class  B Shares,
                    incorporated by reference to Exhibit 4.1 to Amendment  No. 3
                    to   the   Company's  Registration  Statement  on  Form  S-1
                    (Registration No. 33-94620)
        5.1         Opinion of Rogers & Wells                                               E-2
       23.1         Consent of KPMG Peat Marwick LLP                                        E-4
                    (accountants)
       23.2         Consent of Rogers & Wells
                    included in Exhibit 5.1.
       24.1         Power of Attorney  (included  on  signature  pages  to  this
                    Registration Statement)