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<SEC-DOCUMENT>/in/edgar/work/20000621/0000021344-00-000016/0000021344-00-000016.txt : 20000920
<SEC-HEADER>0000021344-00-000016.hdr.sgml : 20000920
ACCESSION NUMBER:		0000021344-00-000016
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20000621
GROUP MEMBERS:		COCA COLA CO
GROUP MEMBERS:		COCA-COLA DE ARGENTINA S.A.
GROUP MEMBERS:		COCA-COLA INTERAMERICAN CORPORATION
GROUP MEMBERS:		THE COCA-COLA COMPANY
GROUP MEMBERS:		THE COCA-COLA EXPORT CORPORATION

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ANDINA BOTTLING CO INC
		CENTRAL INDEX KEY:			0000925261
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2086
]		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		SC 13D/A
			SEC ACT:		
			SEC FILE NUMBER:	005-46909
			FILM NUMBER:		658642
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		CARLOS VALDOVINOS 560
				STREET 2:		SAN JOAQUIN
				CITY:			SANTIAGO CHILE
				STATE:			F3
</BUSINESS-ADDRESS>
</SUBJECT-COMPANY>

				FILED BY:		

					COMPANY DATA:	
						COMPANY CONFORMED NAME:			COCA COLA CO
						CENTRAL INDEX KEY:			0000021344
						STANDARD INDUSTRIAL CLASSIFICATION:	 [2080
]						IRS NUMBER:				580628465
						STATE OF INCORPORATION:			DE
						FISCAL YEAR END:			1231
</COMPANY-DATA>

						FILING VALUES:
							FORM TYPE:		SC 13D/A
</FILING-VALUES>

							BUSINESS ADDRESS:	
								STREET 1:		ONE COCA COLA PLAZA
								CITY:			ATLANTA
								STATE:			GA
								ZIP:			30313
								BUSINESS PHONE:		4046762121
</BUSINESS-ADDRESS>

								MAIL ADDRESS:	
									STREET 1:		ONE COCA COLA PLAZA
									ZIP:			30313
</MAIL-ADDRESS>
</FILED-BY>
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>SCHEDULE 13D - AMENDMENT NO. 4
<TEXT>


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

                               SCHEDULE 13D
                 Under the Securities Exchange Act of 1934
                         (Amendment No. 4) (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


                              Gary P. Fayard
             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

                               June 21, 2000
          (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).


<PAGE>

                               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*
        WC

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           41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY       41,962,864 shares of Series B Common Stock, no par value,
  OWNED BY         (See Attachment A)
   EACH
 REPORTING    8  SHARED VOTING POWER
  PERSON           None
   WITH
              9  SOLE DISPOSITIVE POWER
                   41,962,864 shares of Series A Common Stock, no par value, and
                   41,962,864 shares of Series B Common Stock, no par value,
                   (See Attachment A)

10   SHARED DISPOSITIVE POWER
        None

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        41,962,864 shares of Series A Common Stock, no par value, and
        41,962,864 shares of Series B Common Stock, no par value
        (See Attachment B)

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                          [   ]
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        11.0% of Series A Stock outstanding;
        11.0% of Series B Stock outstanding
        (See Attachment B)

14   TYPE OF REPORTING PERSON*
        CO
- ----------------
 (1)  CUSIP number for American Depositary Shares representing Series A Common
 Stock and Series B Common Stock are, respectively, 29081P 20 4 and
 29081P 30 3.
                   *SEE INSTRUCTIONS BEFORE FILLING OUT
                                 - 2 -

<PAGE>

                               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*
        WC

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           41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY       41,962,864 shares of Series B Common Stock, no par value
  OWNED BY         (See Attachment A)
   EACH
 REPORTING    8  SHARED VOTING POWER
  PERSON            None
   WITH
              9  SOLE DISPOSITIVE POWER
                   41,962,864 shares of Series A Common Stock, no par value, and
                   41,962,864 shares of Series B Common Stock, no par value
                   (See Attachment A)

             10  SHARED DISPOSITIVE POWER
                    None

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        41,962,864 shares of Series A Common Stock, no par value, and
        41,962,864 shares of Series B Common Stock, no par value
        (See Attachment A)

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                    [   ]
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        11.0% of Series A Stock outstanding;
        11.00 of Series B Stock outstanding
        (See Attachment B)

14   TYPE OF REPORTING PERSON*
        CO
- ----------------
 (1)  CUSIP number for American Depositary Shares representing Series A Common
 Stock and Series B Common Stock are, respectively, 29081P 20 4, and
 29081P 30 3.
                   *SEE INSTRUCTIONS BEFORE FILLING OUT

                                   - 3 -

<PAGE>

                               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*
        WC

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           41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY       41,962,864 shares of Series B Common Stock, no par value
  OWNED BY         (See Attachment A)
   EACH
 REPORTING    8  SHARED VOTING POWER
  PERSON           None
   WITH
              9  SOLE DISPOSITIVE POWER
                   41,962,864 shares of Series A Common Stock, no par value, and
                   41,962,864 shares of Series B Common Stock, no par vlaue
                   (See Attachment A)

             10  SHARED DISPOSITIVE POWER
                   None

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        41,962,864 shares of Series A Common Stock, no par value, and
        41,962,864 shares of Series B Common Stock, no par vlaue
        (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)
        11.0% of Series A Stock outstanding;
        11.0% of Series B Stock outstanding
        (See Attachment B)

14   TYPE OF REPORTING PERSON*
        CO
- ----------------
 (1)  CUSIP number for American Depositary Shares representing Series A Common
 Stock and Series B Common Stock are, respectively, 29081P 20 4, and
 29081P 30 3.
                   *SEE INSTRUCTIONS BEFORE FILLING OUT
                                  - 4 -

<PAGE>

                               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*
        WC

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           41,962,864 shares of Series A Common Stock, no par value, and
BENEFICIALLY       41,962,864 shares of Series B Common Stock, no par value
  OWNED BY         (See Attachment A)
   EACH
 REPORTING    8  SHARED VOTING POWER
  PERSON           None
   WITH
              9  SOLE DISPOSITIVE POWER
                   41,962,864 shares of Series A Common Stock, no par value, and
                   41,962,864 shares of Series B Common Stock, no par value
                   (See Attachment A)

             10  SHARED DISPOSITIVE POWER
                   None

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        41,962,864 shares of Series A Common Stock, no par value, and
        41,962,864 shares of Series B Common Stock, no par value
        (See Attachment A)

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                    [   ]
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        11.0% of Series A Stock outstanding;
        11.0% of Series B Stock outstanding
        (See Attachment B)

14   TYPE OF REPORTING PERSON*
        CO
- ----------------
 (1)  CUSIP number for American Depositary Shares representing Series A
Common Stock and Series B Common Stock are, respectively, 29081P 20 4, and
29081P 30 3.
                   *SEE INSTRUCTIONS BEFORE FILLING OUT
                                 - 5 -

<PAGE>

                               ATTACHMENT A


Coca-Cola Interamerican Corporation owns directly in the aggregate 40,552,802
shares of Series A Common Stock, no par value ("Series A Stock"), and
40,552,802 shares of Series B Common Stock, no par value ("Series B Stock"),
of Embotelladora Andina S.A. ("Andina").  Coca-Cola de Argentina S.A. owns
directly in the aggregate 1,410,062 shares of Series A Stock and 1,410,062
shares of Series B Stock 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 each are wholly owned
subsidiaries of The Coca-Cola Company.



          ---------------------------------------------------------



                               ATTACHMENT B


The Reporting Persons have been informed by Andina that as of March 31, 2000,
a total of 380,137,271 shares of Series A Stock were outstanding and a total
of 380,137,271 shares of Series B Stock were outstanding.



                                 - 6 -

<PAGE>

                           AMENDMENT NO. 4
                                 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 1. SECURITY AND ISSUER

Item 1 is hereby amended and restated as follows:

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

Pursuant to the Reclassification (as defined in Item 6), which became
effective on April 7, 1997, each outstanding share of Andina's Common Stock
was replaced by one newly issued share of Series A Stock and one newly
issued share of Series B Stock.

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

The shares of Series B Stock are preferred shares, without nominal (par)
value.  The preference of the Series B Stock consists of the right to
receive 110% of any and all dividends allocated by Andina with respect to
the Series A Stock.  This preference will last until December 31, 2130, or
if earlier, the occurrence of certain other events to be specified in the
Estatutos Sociales, at which time the Series A Stock and the Series B Stock
will automatically become Common Stock without any preference.  The Series B
Stock has one vote per share and is only entitled to vote, voting as a
separate class, for the election of one regular and one alternate director
to the Board of Directors of Andina and with respect to certain other
matters for which voting rights are required under Chilean law.  In
addition, during the three year period following the Reclassification, the
Board of Directors of Andina may identify up to four 60-day periods during
which each share of Series A Stock will be convertible, at the option of the
holder, into one share of Series B Stock.

ITEM 2.	IDENTITY AND BACKGROUND

Item 2 is hereby amended and restated as follows:

This statement is being filed by The Coca-Cola Company ("KO"), KO's direct
wholly owned subsidiaries, Coca-Cola Interamerican Corporation
("Interamerican") and The Coca-Cola Export Corporation ("Export"), each of
which companies is a Delaware corporation having its principal executive
offices at One Coca-Cola Plaza, Atlanta, Georgia 30313, telephone
(404)676-2121, and KO's indirect wholly owned subsidiary, Coca-Cola de

                                 - 7 -

<PAGE>

Argentina S.A. ("CC Argentina," and together with KO, Interamerican and
Export, the "Reporting Persons"), an Argentine corporation having its
principal executive offices at Paraguay 733, 1057 Buenos Aires, Argentina,
telephone 541-319-2000.

KO is the largest manufacturer, distributor and marketer of soft drink
concentrates and syrups in the world.  KO also markets and distributes juice
and juice-drink products.

Certain information with respect to the directors and executive officers of
the Reporting Persons 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 the Reporting Persons nor, to the best of their knowledge, any
director, executive officer or controlling person of any of the Reporting
Persons has, during the last five years, been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (b) a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding any Reporting Person
or any director, executive officer or controlling person of any Reporting
Person 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 hereby amended, supplemented and, to the extent expressly
inconsistent with the information previously filed under this Item,
superseded by the following:

KO has decided to pursue the possibility of a transaction (the "Potential
Transaction") in which KO's bottling operations in Brazil and Andina's
bottling operations in Brazil would be combined via a merger, joint venture,
partnership or similar transaction.  KO's bottling operations in Brazil
comprise five Coca-Cola bottling territories:  Juiz de Fora; Nova Iguacu;
Belo Horizonte; Divinopolis; and Montes Claros.  Andina's bottling
operations in Brazil comprise five Coca-Cola bottling territories:  Rio de
Janeiro; Niteroi; Campos; Vitoria; and Governador Valadares.  All ten of the
foregoing Coca-Cola bottling territories are located in the southeast region
of Brazil.

Andina also has distribution rights with respect to Kaiser Beer in the same
five geographic territories in Brazil in which it has Coca-Cola bottling
rights. It is contemplated that Andina would include these distribution
rights as part of the Potential Transaction.

KO and Andina have engaged, and continue to engage, in exploratory
discussions and information sharing regarding a Potential Transaction;
however, to date no definitive agreements or understandings exist between
the two parties regarding the terms or conditions of a Potential
Transaction. There can be no assurance that any such agreements or
understandings can be reached or that a Potential Transaction will be
consummated.  Further, there can be no assurance as to the terms and
conditions of any particular transaction that might be consummated in the
future.  On June 21, 2000, KO and Andina entered into a Confidentiality
Agreement (the "Confidentiality Agreement") intended to facilitate the


                                 - 8 -

<PAGE>

exploratory discussions and the information sharing process regarding the
Potential Transaction.  A copy of the Confidentiality Agreement is attached
hereto as Exhibit 99.12 and is incorporated herein by reference.

KO invests in bottling operations such as Andina in order to maximize the
strength and efficiency of KO's production, distribution and marketing
systems around the world.  In line with this bottling strategy, KO regularly
reviews its options relating to its investments in bottling operations
throughout the world, including its investment in Andina.  As part of this
review, KO from time to time may consider, evaluate and propose various
possible transactions involving Andina or its subsidiaries, which could
include, without limitation:

          (i)   the possible acquisition of additional securities of Andina, or
                the disposition of securities of Andina;

         (ii)	possible extraordinary corporate transactions (such as a merger,
                consolidation or reorganization) involving Andina or any of its
                subsidiaries, particularly with other bottling companies in
                Latin America (including other bottling companies in which one
                or more of the Reporting Persons may have a direct or indirect
                equity interest); or

         (iii)	the possible acquisition by Andina or its subsidiaries of assets
                of or interests in one or more bottling companies, particularly
                bottling companies in Latin America (including other bottling
                companies in which one or more of the Reporting Persons may have
                a direct or indirect equity interest), or the possible sale of
                assets or bottling operations by Andina or its subsidiaries.

Except as discussed herein or as previously disclosed in this Schedule 13D,
none of the Reporting Persons has any plans or proposals which relate to or
would result in:

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

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

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

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

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

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

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

                                 - 9 -

<PAGE>

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

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

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

However, any of the Reporting Persons at any time may propose any of the
foregoing which it considers desirable.


ITEM 5.	INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended, supplemented and, to the extent expressly
inconsistent with the information previously filed under this Item, superseded
by the following:

Interamerican owns directly 40,552,802 shares of Series A Stock and
40,552,802 shares of Series B Stock of Andina.  CC Argentina owns directly
1,410,602 shares of Series A Stock and 1,410,602 shares of Series B Stock of
Andina.  As described in Item 2 of this Schedule 13D, Interamerican and CC
Argentina are direct or indirect subsidiaries of KO, and CC Argentina is a
direct subsidiary of Export (which in turn is a direct subsidiary of KO).
Thus, the Reporting Persons collectively beneficially own and have sole
voting and dispositive power over an aggregate of 41,962,864 shares of
Series A Stock and 41,962,864 shares of Series B Stock, or approximately
11.0% of the outstanding Series A Stock and 11.0% of the outstanding Series
B Stock of Andina, respectively.  (See Attachment B.)

ITEM 7.	MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:

Exhibit 99.1 *  -  Directors and Executive Officers

Exhibit 99.12   -  Confidentiality Agreement, dated June 21, 2000, between
                   The Coca-Cola Company and Embotelladora Andina S.A.



- -------------------
*Replaces previously filed form of Exhibit 99.1.


                                 - 10 -

<PAGE>

                                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/ GARY P. FAYARD
                                        -----------------------------------
                                        Gary P. Fayard
                                        Senior Vice President and
                                        Chief Financial Officer
Date:  June 21, 2000


                                        COCA-COLA INTERAMERICAN CORPORATION


                                        By: /S/ GARY P. FAYARD
                                        -----------------------------------
                                        Gary P. Fayard
                                        Vice President and
                                        Chief Financial Officer
Date:  June 21, 2000


                                        THE COCA-COLA EXPORT CORPORATION


                                        By: /S/ GARY P. FAYARD
                                        ----------------------------------
                                        Gary P. Fayard
                                        Senior Vice President and
                                        Chief Financial Officer
Date:  June 21, 2000


                                        COCA-COLA DE ARGENTINA S.A.


                                        By: /S/ GLENN JORDAN
                                        ----------------------------------
                                        Glenn Jordan
                                        President
Date:  June 21, 2000


                                 - 11 -

<PAGE>


                              EXHIBIT INDEX



EXHIBIT      DESCRIPTION
- -------      -----------

99.1 *       Directors and Executive Officers

99.12        Confidentiality Agreement, dated June 21, 2000, between The
             Coca-Cola Company and Embotelladora Andina S.A.


- ---------------
[FN]
* Replaces previously filed form of Exhibit 99.1.
</FN>


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 99.1 - DIRECTORS AND EXECUTIVE OFFICERS
<TEXT>


                        DIRECTORS AND EXECUTIVE OFFICERS

        Set forth below is the name, business address and present occupation or
employment of each director and executive officer of The Coca-Cola Company, The
Coca-Cola Export Corporation, Coca-Cola Interamerican Corporation and Coca-Cola
de Argentina S.A.  Except as indicated below, each such person is a citizen of
the United States.  None of the directors and executive officers named below
owns any Common Stock of Embotelladora Andina S.A.  Directors of a named
corporation who are also executive officers of that corporation are indicated
by an asterisk.  Except as indicated below, the business address of each
director and executive officer named below is One Coca-Cola Plaza, Atlanta,
Georgia 30313.

<TABLE>
DIRECTORS OF THE COCA-COLA COMPANY
<CAPTION>


                        PRINCIPAL OCCUPATION
        NAME               OR EMPLOYMENT                       ADDRESS

<S>                     <C>                                    <C>
Douglas N. Daft *       Chairman of the Board of
                        Directors and Chief Executive
                        Officer of The Coca-Cola Company

                        Mr. Daft is a citizen of Australia.

Herbert A. Allen        President, Chief Executive           Allen & Company
                        Officer and a Managing Director      Incorporated
                        of Allen & Company Incorporated,     711 Fifth Avenue
                        a privately held investment          New York, NY 10022
                        banking firm

Ronald W. Allen         Consultant to and advisory           Monarch Tower
                        director of Delta Air Lines, Inc.,   Suite 1745
                        a major U.S. air transportation      3424 Peachtree Road NE
                        company                              Atlanta, GA  30326

Cathleen P. Black       President of the Hearst Magazines,   Hearst Magazines
                        a unit of The Hearst Corporation,    959 8th Avenue
                        a major media and communications     New York, NY 10019
                        company

Warren E. Buffett       Chairman of the Board of             Berkshire Hathaway Inc.
                        Directors and Chief Executive        1440 Kiewit Plaza
                        Officer of Berkshire Hathaway        Omaha, NE 68131
                        Inc., a diversified holding
                        company
</TABLE>

                                     1

<PAGE>

<TABLE>
DIRECTORS OF THE COCA-COLA COMPANY - cont'd
<CAPTION>
                        PRINCIPAL OCCUPATION
        NAME               OR EMPLOYMENT                     ADDRESS

<S>                     <C>                                  <C>
Susan B. King           President of the Leadership          Duke University
                        Initiative, a support corporation    The Leadership Initiative
                        of Duke University, charged with     Box 90545
                        the establishment of undergraduate   Durham, NC 27708-0545
                        college leadership programs
Donald F. McHenry       Distinguished Professor in the       The IRC Group, LLC
                        Practice of Diplomacy,               1320 19th Street, N.W.
                        Georgetown University; a principal   Suite 410
                        owner and President of The IRC       Washington, D.C. 20036
                        Group, LLC, a New York City and
                        Washington, D.C. consulting firm

Sam Nunn                Partner in the law firm of           King & Spalding
                        King & Spalding since                191 Peachtree Street
                        January 1997                         Atlanta, GA 30303-1763

Paul F. Oreffice        Retired as Chairman of the Board     11120 North 107th Way
                        of Directors and Chief Executive     Scottsdale, AZ 85259
                        Officer of The Dow Chemical
                        Company in 1992 (The Dow Chemical
                        Company is a diversified chemical,
                        metals, plastics and packaging
                        company)

James D. Robinson II    Chairman and Chief Executive         J.D. Robinson Inc.
                        Officer of RRE Investors, LLC, a     22nd Floor
                        private information technology       126 East 56th Street
                        venture investment firm; General     New York, NY 10022
                        Partner of RRE Ventures, L.P.;
                        Chairman of Violy, Byorum &
                        Partners Holdings, LLC, a private
                        firm specializing in financial
                        advisory and investment banking
                        activities in Latin America; and
                        President of J.D. Robinson, Inc.,
                        a strategic advisory company

Peter V. Ueberroth      Investor and Managing Director,      The Contrarian Group, Inc.
                        The Contrarian Group, Inc., a        Suite 111
                        Business management company          1071 Camelback Street
                                                             Newport Beach, CA 92660

James B. Williams       Director and Chairman of the         SunTrust Banks, Inc.
                        Executive Committee of SunTrust      P.O. Box 4418
                        Banks, Inc., a bank holding          Atlanta, GA  30302
                        Company

</TABLE>

                                     2

<PAGE>

<TABLE>
EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
<CAPTION>
                        PRINCIPAL OCCUPATION
   NAME                     OR EMPLOYMENT                    ADDRESS

<S>                     <C>                                  <C>
Jack L. Stahl           President and Chief Operating
                        Officer


James E. Chestnut       Executive Vice President,
                        Operation Support

                        Mr. Chestnut is a citizen of the
                        United Kingdom.

Charles S. Frenette     Executive Vice President and
                        President of the Greater Europe
                        Group

Joseph R. Gladden, Jr.  Executive Vice President and
                        General Counsel

Carl Ware               Executive Vice President, Global
                        Public Affairs and Administration

Gary P. Fayard          Senior Vice President and Chief
                        Financial Officer

Stephen C. Jones        Senior Vice President and Chief
                        Marketing Officer

</TABLE>

                                     3

<PAGE>


<TABLE>
DIRECTORS OF THE COCA-COLA EXPORT CORPORATION
<CAPTION>
                        PRINCIPAL OCCUPATION
NAME AND TITLE             OR EMPLOYMENT                     ADDRESS

<S>                     <C>                                  <C>
Douglas N. Daft *       Chairman of the Board of Directors
Chairman of the Board   and Chief Executive Officer of
and a Director          The Coca-Cola Company

                        Mr. Daft is a citizen of Australia.

James E. Chestnut       Executive Vice President,
Executive Vice          Operations Support of The Coca-Cola
President and a         Company
Director
                        Mr. Chestnut is a citizen of the
                        United Kingdom.

Joseph R. Gladden, Jr.* Executive Vice President and General
Executive Vice          Counsel of The Coca-Cola Company
President and a
Director

</TABLE>


<TABLE>

EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION
<CAPTION>
                        PRINCIPAL OCCUPATION
NAME AND TITLE             OR EMPLOYMENT                     ADDRESS
<S>                     <C>                                  <C>
Jack L. Stahl           President and Chief Operating
President               Officer of The Coca-Cola Company

Charles S. Frenette     Executive Vice President of The
Executive Vice          Coca-Cola Company and President
President               of the Greater Europe Group

Alexander R.C. Allan    Senior Vice President of The
Senior Vice President   Coca-Cola Company

Timothy J. Haas         Senior Vice President of The
Senior Vice President   Coca-Cola Company

Gary P. Fayard          Senior Vice President and Chief
Senior Vice President   Financial Officer of The
and Chief Financial     Coca-Cola Company
Officer

David M. Taggart        Vice President and Treasurer of
Vice President and      The Coca-Cola Company
Treasurer

</TABLE>

                                     4

<PAGE>


<TABLE>
EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION - cont'd
<CAPTION>
                        PRINCIPAL OCCUPATION
NAME AND TITLE              OR EMPLOYMENT                    ADDRESS

<S>                     <C>                                  <C>
William J. Davis        Vice President and Associate
Vice President and      General Counsel of The Coca-Cola
General Counsel         Company

Steve M. Whaley         Vice President and General Tax
Vice President and      Counsel of The Coca-Cola Company
General Tax Counsel

Lawrence R. Cowart      Vice President of The Coca-Cola
Vice President          Company

Donald W. Short         Vice President of The Coca-Cola
Vice President          Company

</TABLE>

                                     5

<PAGE>


<TABLE>
DIRECTORS OF COCA-COLA INTERAMERICAN CORPORATION
<CAPTION>

                        PRINCIPAL OCCUPATION
NAME AND TITLE              OR EMPLOYMENT                    ADDRESS

<S>                     <C>                                  <C>
Douglas N. Daft *       Chairman of the Board of
Chairman of the Board   Directors and Chief Executive
and a Director          Officer of The Coca-Cola Company

                        Mr. Daft is a citizen of Australia.

James E. Chestnut *     Executive Vice President, Operations
Executive Vice          Support of The Coca-Cola Company
President and a
Director
                        Mr. Chestnut is a citizen of the
                        United Kingdom.

Joseph R. Gladden, Jr.* Executive Vice President and General
Executive Vice          Counsel of The Coca-Cola Company
President and a
Director

</TABLE>


<TABLE>
EXECUTIVE OFFICERS OF COCA-COLA INTERAMERICAN CORPORATION
<CAPTION>

                        PRINCIPAL OCCUPATION
NAME AND TITLE              OR EMPLOYMENT                    ADDRESS

<S>                     <C>                                  <C>
Jack L. Stahl           President and Chief Operating
President               Officer of The Coca-Cola Company


Gary P. Fayard          Senior Vice President and Chief
Senior Vice President   Financial Officer of The Coca-Cola
and Chief Financial     Company
Officer

David M. Taggart        Vice President and Treasurer of
Vice President and      The Coca-Cola Company
Treasurer

Steve M. Whaley         Vice President and General Tax
Vice President and      Counsel of The Coca-Cola Company
General Tax Counsel

Lawrence R. Cowart      Vice President of The Coca-Cola
Vice President          Company

</TABLE>

                                     6

<PAGE>


<TABLE>
DIRECTORS AND EXECUTIVE OFFICERS OF COCA-COLA DE ARGENTINA S.A.
<CAPTION>

                        PRINCIPAL OCCUPATION
NAME AND TITLE              OR EMPLOYMENT                    ADDRESS

<S>                     <C>                                  <C>
Glenn Jordan *          President, River Plate Division      Coca-Cola de Argentina S.A.
Chairman of the         of the Latin America Group,          Paraguay 733
Board, President        The Coca-Cola Company                1057 Buenos Aires
and a Director                                               Argentina

                        Mr. Jordan is a citizen of
                        Colombia.

Mario Rivera *          Legal Director, River Plate          Coca-Cola de Argentina S.A
Vice President and a    Division of the Latin                Paraguay 733
Director                America Group, The Coca-Cola         1057 Buenos Aires
                        Company                              Argentina

                        Mr. Rivera is a citizen of
                        Colombia.


Mariano Rossi           Finance Director, River Plate        Coca-Cola de Argentina S.A.
Director                Division of the Latin America        Paraguay 733
                        Group, The Coca-Cola Company         1057 Buenos Aires
                                                             Argentina
                        Mr. Rossi is a citizen of
                        Argentina.

</TABLE>

                                     7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.12
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 99.12 - CONFIDENTIALITY AGREEMENT, DATED JUNE 21, 2000
                                BETWEEN THE COCA-COLA COMPANY AND EMBOTELLADORA
                                ANDINA S.A.
<TEXT>


                           CONFIDENTIALITY AGREEMENT

        In connection with the possible merger of the Sarmento and Goncalvez
bottling operations in Brazil with the bottling operations in Brazil currently
owned by Rio de Janeiro Refrescos Ltda. (collectively, the Sarmento, Goncalvez
and Rio de Janeiro Refrescos Ltda. Bottling operations will be referred to as
the "Bottlers") Embotelladora Andina S.A. and one or more of its subsidiaries
("Andina") and The Coca-Cola Company and one or more of its subsidiaries ("KO")
are each prepared to furnish certain information concerning said transaction
(the "Transaction") which is non-public, confidential or proprietary in nature
(the "Confidential Information") to one another.  For the purposes of this
document, unless the parties are referred by their specific names, they will be
referred collectively as "Parties" and individually as "Party". As used herein,
"Confidential Information" includes all oral or written information or
documentation, in whole or in part, concerning the Transaction that is
designated "Confidential" by the Party disclosing such Confidential Information
(hereinafter referred to as a "Disclosing Party"), and that the Disclosing
Party has provided or has been provided on behalf of the Disclosing Party to
the Parties receiving such Confidential Information (each hereinafter referred
to individually as a "Receiving Party") or, on the Receiving Party's behalf, to
its agents, employees and representatives, that contains any such information
and the Parties' review of or interest in the Transaction.  The Disclosing
Party shall use all reasonable efforts to identify all Confidential
Information provided by it as such.

        Following the execution of this Agreement, Andina and KO shall commence
good faith negotiations towards reaching a mutually acceptable definitive
Transaction agreement.  In the event that either Andina or KO believes that the
negotiations have not been successful and that further negotiation would not be
in its best interest, that Party may terminate negotiations at any time by
written notice to the other Party.  Unless and until a definitive Transaction
agreement has been executed and delivered, neither Andina nor KO will be under
any legal obligation of any kind whatsoever with respect to any transaction by
virtue of this or any other written or oral


<PAGE>
expression by such Party or any of their representatives except, in the case of
this Agreement, for the matters specifically agreed to herein.

        The term "Confidential Information" shall not include any portion of the
information that (i) is or becomes generally available to the public other than
as a result of a disclosure by any Receiving Party or its agents,
representatives or employees in violation of this Agreement or (ii) is or
becomes available to any Receiving Party on a non-confidential basis other than
from a source known by such Receiving Party to be bound by a confidentiality
obligation or otherwise bound by a duty of confidentiality.

        The Parties agree that the methods of valuation used by Andina or KO and
any economic valuation of the Bottlers developed by Andina or KO shall be
treated as Confidential Information hereunder and Andina and KO shall afford the
same treatment with respect to such information as is required with respect to
Confidential Information relating to the Bottlers.

        The Parties agree that Confidential Information will be kept
confidential and shall not, except as hereinafter provided, without the prior
written consent of the Disclosing Party, be disclosed by either the Receiving
Party or its agents, representatives or employees in any manner whatsoever, in
whole or in part, and shall not be used by the Receiving Party other than in
connection with evaluating the Transaction.  Moreover, each Receiving Party
agrees to transmit the Confidential Information only to its respective agents,
representatives and employees who need to know the Confidential Information for
the purpose of evaluating the Transaction and such agents, representatives and
employees shall agree to be bound by the terms and conditions of this Agreement.

        The Parties and their respective agents, representatives and employees
shall not, without the prior written consent of all Parties hereto, disclose to
any individual or entity the fact that the Confidential Information has been
made available to any Receiving Party, that discussions or


<PAGE>


negotiations are taking place or have taken place concerning the Transaction, or
any of the terms, conditions or other facts with respect to the Transaction.

        Each Party will provide copies of this Agreement to its respective
agents, representatives and employees, explain their responsibilities and
obligations under this Agreement and establish internal controls to ensure that
the Confidential Information is properly protected from unauthorized disclosure
or use.  Each Party will be responsible for any failure on the part of any
of its agents, representatives and employees to adhere to the terms of this
Agreement.

        Each Party hereby acknowledges that it is aware, and will advise its
agents, representatives and employees who are informed as to matters which are
subject to this Agreement, that the United States Securities Laws prohibit any
person who has received from an issuer material, non-public information
concerning the matters which are the subject of this Agreement from purchasing
or selling securities of such issuer or from communicating such information to
any other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities.

        In the event that negotiations are terminated, each Receiving Party
agrees that it will, at the request of the Disclosing Party, return the
Confidential Information delivered to it by the Disclosing Party promptly upon
such request or, if requested by Disclosing Party, destroy such Confidential
Information.  In the event that Confidential Information is destroyed pursuant
to the provisions of this Agreement, the Receiving Party destroying such
Confidential Information shall provide the Disclosing Party with a
certificate of destruction executed by an authorized officer supervising such
destruction.  Notwithstanding the first sentence of this paragraph, the portion
of the Confidential Information that consists of analyses, compilations,
studies, other documents or electronic media prepared by either Receiving Party
or its agents, representatives or employees, may be retained by such Receiving
Party so long as it is kept confidential subject to the terms of this Agreement.



<PAGE>


        In the event that a Receiving Party or anyone to whom a Receiving Party
transmits Confidential Information becomes legally compelled to disclose any
Confidential Information, such Receiving Party will provide the Disclosing
Party with prompt written notice so that the Disclosing Party may seek a
protective order or other appropriate remedy and/or waive compliance with the
provisions of this Agreement.  In the event that such protective order or
other remedy is not obtained or the Disclosing Party waives compliance with the
provisions of this Agreement, such Receiving Party will furnish only that
portion of the Confidential Information that it is advised by legal counsel is
required to be disclosed and will exercise all reasonable efforts to obtain a
protective order; such Receiving Party will also use all reasonable efforts to
ensure that confidential treatment will be accorded the Confidential
Information.

        The obligations of confidentiality set forth in this Agreement shall
remain in effect until the earlier of the second anniversary of the date hereof
or the date all Confidential Information delivered hereunder is returned to the
Disclosing Party or destroyed pursuant to the provisions of this Agreement, to
the extent such Confidential Information is required to be returned or
destroyed.

        Andina and KO understand and agree that no contract, agreement or
understanding of any kind providing for the Transaction shall be deemed to
exist between or among them unless and until a definitive Transaction agreement
has first been executed and delivered, and Andina and KO hereby waive, in
advance, any claims (including, without limitation, breach of contract) in
connection with the Transaction unless and until they have entered into such a
definitive Transaction agreement.  Andina and KO agree that, unless and until
such a definitive Transaction agreement has been executed and delivered by them,
neither Party nor its respective directors, officers, stockholders, partners,
affiliates, employees or agents shall have any legal obligation of any kind
whatsoever with respect to the Transaction except for matters specifically
agreed to in this Agreement.


<PAGE>


        This Agreement constitutes the entire Agreement among the Parties with
regard to the subject matter hereof.  No modifications, amendments or waivers
shall be binding without the prior written consent of the Party or Parties
affected.

        This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their successors and assigns.  This Agreement shall not be
assigned (whether by operation of law or otherwise) without the prior written
consent of all Parties.  The Parties agree to cause all their respective
subsidiaries to abide by the terms of this Agreement.

        This Agreement and the rights and liabilities of the Parties hereto
shall be governed by and construed in accordance with the laws of the State of
Georgia, United States of America, applicable to contracts made to be performed
therein.  Furthermore, each of the Parties to this Agreement hereby irrevocably
and unconditionally consents to submit to the exclusive jurisdiction of the
federal district or state courts sitting in the city of Atlanta, Georgia, for
any actions, suits or proceedings arising out of or related to this Agreement
and the Transaction contemplated hereby (and each Party agrees not to commence
any such action, suit or proceeding except in such courts), and further agrees
that the service of any process, summons, notice or document by registered or
express mail to its address set forth below shall be effective service of
process for any action, suit or proceeding and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out
of or relating to this Agreement or the Transaction contemplated hereby.

        Each Party agrees and acknowledges that, in the event of any breach by
it of the terms of this Agreement, the other Parties would be irreparably
harmed and could not be made whole by monetary damages.  It is accordingly
agreed that each Party, in addition to any other remedy to which it may be
entitled at law or in equity, shall be entitled to compel specific performance
of this Agreement and shall be entitled to such mandatory injunctive or other
relief as may be


<PAGE>


necessary or appropriate to carry out the intent of the Parties with respect to
this Agreement in any action instituted in any court having subject matter
jurisdiction thereof.

        In any case where any notice, service of process or other communication
is required to be given hereunder, such notice, service of process or other
communication shall be in writing and (i) personally delivered, (ii) sent by
express mail (iii) transmitted by facsimile (with subsequent confirmation that
it has received) at the following addresses (or such other addresses as the
Parties may designate from time to time to each other by due notice pursuant
to this paragrap h):

	(i) If to Andina:

		Embotelladora Andina S.A.
		Av. Carlos Valdovinos 540
		Comuna de San Joaquin
		Santiago de Chile
		Attention:  General Counsel, Legal Department
		Telephone:
		Facsimile:

        (ii) If to KO:

                The Coca-Cola Company
		One Coca-Cola Plaza, NW
		Atlanta, Georgia 30313
		Attention:  General Counsel, Latin America Group
		Telephone:  (404) 676-4133
		Facsimile:  (404) 676-4596

        The terms and conditions contained herein constitute the entire
Agreement between the Parties relating to the subject matter of this
Agreement and shall supersede all previous communication among the Parties
with respect to the subject matter of this Agreement.

        Each Party shall pay its own legal and other costs, charges and
expenses connected with this Agreement and the performance of their
obligations hereunder.


<PAGE>


        This Agreement shall not be deemed or construed in any way to result
in the creation of any rights in any person not a Party to this Agreement.

ACCEPTED:  THE COCA-COLA COMPANY


By: /S/ WILLIAM J. DAVIS
___________________________________


Date:  June 21, 2000

ACCEPTED:  EMBOTELLADORA ANDINA S.A.


By: JAIME GARCIA R.                       By: PEDRO PELLEGRINI R.
________________________________          _____________________________


Date:  June 21, 2000


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
