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<SEC-DOCUMENT>0000021344-04-000062.txt : 20040504
<SEC-HEADER>0000021344-04-000062.hdr.sgml : 20040504
<ACCEPTANCE-DATETIME>20040504163849
ACCESSION NUMBER:		0000021344-04-000062
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20040504
GROUP MEMBERS:		COCA-COLA INTERAMERICAN CORPORATION
GROUP MEMBERS:		SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L.
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:	BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-46909
		FILM NUMBER:		04778197

	BUSINESS ADDRESS:	
		STREET 1:		CARLOS VALDOVINOS 560
		STREET 2:		LAS CONDES
		CITY:			SANTIAGO CHILE
		STATE:			F3
		ZIP:			00000
		BUSINESS PHONE:		5623380520

FILED BY:		

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

	FILING VALUES:
		FORM TYPE:		SC 13D

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

	MAIL ADDRESS:	
		STREET 1:		ONE COCA COLA PLAZA
		ZIP:			30313
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>and-6.txt
<DESCRIPTION>EMBOTELLADORA ANDINA S.A. - AMENDMENT NO. 6
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                              (Amendment No. 6) (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
                            Series A Common Stock is
                                   29081P 20 4
            CUSIP number for American Depositary Shares representing
                            Series B Common Stock is
                                   29081P 30 3

                                 Gary P. Fayard
              Executive 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:
                              Parth S. Munshi, Esq.
                              The Coca-Cola Company
                               One Coca-Cola Plaza
                             Atlanta, Georgia 30313
                                  (404)676-2121

                                 April 30, 2004
            (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*
          N/A

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         8 SHARED VOTING POWER
 REPORTING         None
  PERSON        9 SOLE DISPOSITIVE POWER
   WITH           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 numbers 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*
         N/A

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         8 SHARED VOTING POWER
 REPORTING         None
  PERSON        9 SOLE DISPOSITIVE POWER
   WITH           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 numbers 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*
         N/A

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       8  SHARED VOTING POWER
 REPORTING           None
  PERSON       9  SOLE DISPOSITIVE POWER
   WITH            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 numbers 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
          Servicios Y Productos Para Bebidas Refrescantes S.R.L. (formerly
          known as 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*
          N/A

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       8  SHARED VOTING POWER
 REPORTING         None
  PERSON      9  SOLE DISPOSITIVE POWER
   WITH            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 numbers 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"). Servicios Y Productos Para Bebidas
Refrescantes S.R.L. (formerly known as 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. Servicios Y Productos Para Bebidas Refrescantes S.R.L.
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 August 28, 2003, 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. 6
                                       TO
                STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
                                     OF THE
                         GENERAL RULES AND REGULATIONS
                                   UNDER THE
                        SECURITIES EXCHANGE ACT OF 1934



     This Amendment No. 6 amends and supplements the original Schedule 13D filed
on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1 through 5
(the "Schedule 13D"). Terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Schedule 13D.

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, Servicios Y Productos Para Bebidas Refrescantes S.R.L.
(formerly known as Coca-Cola de Argentina S.A.) ("CC Argentina"), an Argentine
limited partnership having its principal executive offices at Paraguay 733, 1057
Buenos Aires, Argentina, telephone 541-319-2000. (CC Argentina, together with
KO, Interamerican and Export, the "Reporting Persons").

KO is the largest manufacturer, distributor and marketer of nonalcoholic
beverage concentrates and syrups in the world. KO also markets and distributes
juices and juice drinks and certain water 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 and supplemented by adding to the information
previously filed under this Item the following:


     A subsidiary of KO ("KO Sub")and Andina signed a non-binding letter of
     intent on April 30, 2004 with respect to a proposed transaction in which KO
     Sub and Andina would exchange certain bottling assets. The letter of intent
     is attached hereto as Exhibit 99.2. Until definitive documentation



                                      -7-
<PAGE>



     is executed, the parties have no binding legal obligation to close the
     proposed transaction. There can be no assurances that an agreement with
     respect to such a transaction will be reached, or, if an agreement is
     reached, that it will be on terms consistent with those described above or
     that any transaction will be consummated.

     KO invests in bottling operations such as Andina in order to maximize the
     strength and efficiency of its 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, including with 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 or
          interests in one or more bottling companies, 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.


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 of the Reporting Persons

     Exhibit 99.2 - Letter of Intent, dated as of April 30, 2004, between
                    Recofarma Industria Do Amazonas Ltda and Embotelladora
                    Andina S.A.




                                      -8-



<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/ David M. Taggert
                                            David M. Taggart
                                            Vice President and Treasurer
Date:  May 3, 2004



                                        COCA-COLA INTERAMERICAN CORPORATION


                                        By: /s/ David M. Taggert
                                            David M. Taggart
                                            Vice President and Treasurer
Date:  May 3, 2004



                                        THE COCA-COLA EXPORT CORPORATION


                                        By: /s/ David M. Taggert
                                            David M. Taggart
                                            Vice President and Treasurer
Date:  May 3, 2004



                                        SERVICIOS Y PRODUCTOS PARA BEBIDAS
                                         REFRESCANTES S.R.L.



                                        By: /s/ James Quincey
                                            James Quincey
                                            Principal Manager
Date:  May 3, 2004



                                      -9-


<PAGE>


                                 EXHIBIT INDEX



EXHIBIT                           DESCRIPTION

     Exhibit 99.1 - Directors and Executive Officers of the Reporting Persons.

     Exhibit 99.2 - Letter of Intent, dated as of April 30, 2004, between
                    Recofarma Industria Do Amazonas Ltda and Embotelladora
                    Andina S.A.
















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>and-6x99a.txt
<DESCRIPTION>DIRECTORS AND OFFICERS OF REPORTING PERSONS
<TEXT>
                                                                    EXHIBIT 99.1

                        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 Servicios
Y Productos Para Bebidas Refrescantes S.R.L. (formerly known as 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
beneficially own 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 executive officer named below is One Coca-Cola Plaza, Atlanta, Georgia
30313.


DIRECTORS OF THE COCA-COLA COMPANY

                      PRINCIPAL OCCUPATION
    NAME                  OR EMPLOYMENT                ADDRESS
    ----              --------------------             -------
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 Director of            Incorporated
                      Allen & Company Incorporated    711 Fifth Avenue
                      a privately held investment     New York, NY 10022
                      firm

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

Cathleen P. Black     President of Hearst Magazines,  Hearst Magazines
                      a unit of The Hearst            1345 Ave. of the Americas
                      Corporation, a major media      New York, NY 10105
                      and communications 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

Barry Diller          Chairman of the Board and       IAC/Interactive Corp.
                      Chief Executive Officer of      152 W. 57th Street
                      InterActive Corp. (formerly     42nd Floor
                      USA Interactive), an            New York, NY  10019
                      interactive commerce company

Donald R. Keough      Chairman of the Board of Allen  DMK International
                      & Company Incorporated, a       200 Galleria Parkway
                      privately held investment       Suite 970
                      company                         Atlanta, GA  30339


<PAGE>


DIRECTORS OF THE COCA-COLA COMPANY (continued)

                      PRINCIPAL OCCUPATION
    NAME                 OR EMPLOYMENT                ADDRESS
    ----              --------------------            -------

Susan Bennett King    Chairman of the Board of The    Duke University
                      Leadership Initiative, Terry    The Leadership Initiative
                      Sanford Institute of Public     Box 90545
                      Policy, a support corporation   Durham, NC  27708-0545
                      of Duke University charged with
                      the establishment of
                      undergraduate college
                      leadership programs

 Maria Elena          Chairman and Chief Executive    J.P. Morgan Private Bank
   Lagomasino         Officer of J.P. Morgan Private  345 Park Avenue
                      Bank, a unit of J.P. Morgan     11th Floor
                      Chase                           New York, NY   10154

Donald F. McHenry     Distinguished Professor in the  The IRC Group, LLC
                      Practice of Diplomacy and       1320 19th Street, N.W.
                      International Affairs at the    Suite 410
                      School of Foreign Service,      Washington, D.C. 20036
                      Georgetown University; a
                      principal owner and President
                      of The IRC Group, LLC, a
                      Washington, D.C.consulting firm

Robert L. Nardelli    Chairman of the Board,          The Home Depot, Inc.
                      President and Chief Executive   2455 Paces Ferry Road,NW
                      Officer of The Home Depot,      Atlanta, GA 30339-4024
                      Inc., a major home improvement
                      retailer

Sam Nunn              Co-Chairman and Chief Executive King & Spalding
                      Officer of the Nuclear Threat   191 Peachtree Street
                      Initiative, a charitable        Atlanta, GA 30303-1763
                      organization working to reduce
                      the global threat from nuclear
                      biological and chemical
                      weapons

J. Pedro Reinhard     Director, Executive Vice        The Dow Chemical Company
                      President and Chief Financial   2030 Dow Center
                      Officer of The Dow Chemical     Midland, MI  48674
                      Company, a specialty company

                      Mr. Reinhard is a citizen of
                      Brazil.

James D. Robinson     General Partner of RRE          RRE Investors, LLC
 III                  Ventures and Chairman of RRE    22nd Floor
                      Investors, LLC, private         126 East 56th Street
                      information technology          New York, NY  10022
                      investment firms; and President
                      of  JD Robinson, Inc. a
                      strategic advising firm

Peter V. Ueberroth    Investor and Chairman of        The Contrarian Group,
                      The Contrarian Group, Inc.,      Inc.
                      a business management company   Suite 111
                                                      1071 Camelback Street
                                                      Newport Beach, CA 92660


                                       2

<PAGE>


DIRECTORS OF THE COCA-COLA COMPANY (continued)

                      PRINCIPAL OCCUPATION
    NAME                 OR EMPLOYMENT                ADDRESS
    ----              --------------------            -------

James B. Williams       Director and Chairman of the  SunTrust Banks, Inc.
                        Executive Committee of        25 Park Place, N.E.
                        SunTrust Banks, Inc., a bank  2nd Floor
                        holding company               Atlanta, GA  30303















                                       3
<PAGE>


EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

                       PRINCIPAL OCCUPATION
    NAME                    OR EMPLOYMENT                     ADDRESS
    ----                --------------------                  -------
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.

Steven J. Heyer         President and Chief Operating
                        Officer of The Coca-Cola Company

Donald R. Knauss        Executive Vice President of
                        The Coca-Cola Company and President
                        and Chief Operating Officer,
                        North America

Mary Minnick            Executive Vice President of
                        The Coca-Cola Company and President
                        and Chief Operating Officer, Asia

Alexander R.C. Allan    Executive Vice President of
                        The Coca-Cola Company and President
                        and Chief Operating Officer, Europe,
                        Eurasia and Middle East

                        Mr. Allan is a citizen of the United
                        Kingdom.

Alexander B. Cumming,   Executive Vice President of
 Jr.                    The Coca-Cola Company and President
                        and Chief Operating Officer, Africa

Jose Octavio Reyes      Executive Vice President of          Coca-Cola de Mexico
                        The Coca-Cola Company and President  Ruben Dario 115
                        and Chief Operating Officer,         Mexico DF 11580
                        Coca-Cola Latin America

                        Mr. Reyes is a citizen of Mexico.

Deval L. Patrick        Executive Vice President, General
                        Counsel and Secretary of
                        The Coca-Cola Company

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

Clyde C. Tuggle         Senior Vice President, Worldwide
                        Public Affairs and Communications,
                        of The Coca-Cola Company

Daniel P. Palumbo       Senior Vice President and Chief
                        Marketing Officer of The Coca-Cola
                        Company

                        Mr. Palumbo is a citizen of Canada.

                                       4

<PAGE>


EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY (continued)

                       PRINCIPAL OCCUPATION
    NAME                    OR EMPLOYMENT                     ADDRESS
    ----                --------------------                  -------

Danny L. Strickland     Senior Vice President, Innovation and
                        R&D of The Coca-Cola Company



















                                       5


<PAGE>

DIRECTORS OF THE COCA-COLA EXPORT CORPORATION

                       PRINCIPAL OCCUPATION
    NAME                    OR EMPLOYMENT                     ADDRESS
    ----                --------------------                  -------
Connie D. McDaniel*     Vice President and Controller
                        of The Coca-Cola Company

Marie D. Quintero       Vice President of The Coca-Cola
                        Company and Director of Mergers
                        and Acquisitions

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



EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION

                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------
Steven J. Heyer         President and Chief Operating
Chairman of the Board   Officer of The Coca-Cola Company
and President

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

Deval L. Patrick        Executive Vice President,
Executive Vice          General Counsel and Secretary of
President               The Coca-Cola Company

Mary E. Minnick         Executive Vice President of
Executive Vice          The Coca-Cola Company and President
President               and Chief Operating Officer, Asia

Alexander R.C. Allan    Executive Vice President of
Executive Vice          The Coca-Cola Company and President
President               and Chief Operating Officer, Europe,
                        Eurasia and Middle East

Connie D. McDaniel*     Vice President and Controller of
Vice President and      The Coca-Cola Company
Controller

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


                                       6
<PAGE>

EXECUTIVE OFFICERS OF THE COCA-COLA EXPORT CORPORATION (continued)

                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------
Geoffrey J. Kelly       Senior Vice President and Chief
Vice President and      Deputy Counsel of The Coca-Cola
General Counsel         Company

Sharon R. B. Case       Vice President of The Coca-Cola
Vice President          Company

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

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


DIRECTORS OF COCA-COLA INTERAMERICAN CORPORATION

                        PRINCIPAL OCCUPATION
      NAME                 OR EMPLOYMENT                     ADDRESS
      ----              --------------------                 -------
Connie D. McDaniel*     Vice President and Controller
                        of The Coca-Cola Company

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

Marie D. Quintero       Vice President of The Coca-Cola
                        Company and Director of Mergers
                        and Acquisitions


EXECUTIVE OFFICERS OF COCA-COLA INTERAMERICAN CORPORATION


                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------
Steven J. Heyer         President and Chief Operating
President               Officer of The Coca-Cola Company

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

Geoffrey J. Kelly       Senior Vice President and Chief
Executive Vice          Deputy Counsel of The Coca-Cola Company
President

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


                                       7

<PAGE>

EXECUTIVE OFFICERS OF COCA-COLA INTERAMERICAN CORPORATION (continued)


                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------
David M. Taggart        Vice President and Treasurer of
Vice President and      The Coca-Cola Company
Treasurer

Connie D. McDaniel*     Vice President and Controller of
Vice President and      The Coca-Cola Company
Controller

Brian J. Smith          President, Brazil Division of
Vice President          The Coca-Cola Company



SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L.


                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------

James Quincey           President, South Latin       Servicios Y Productos Para
Principal Manager       Division, The Coca-Cola       Bebidas Refrescantes
                        Company                       S.R.L.
                                                     Paraguay 733
                        Mr. Quincey is a citizen     1057 Buenos Aires
                        of Great Britain.            Argentina


Mariano Rossi           Finance Director, South      Servicios Y Productos Para
Principal Manager       Latin Division, The           Bebidas Refrescantes
                        Coca-Cola Company             S.R.L.
                                                     Paraguay 733
                        Mr. Rossi is a citizen       1057 Buenos Aires
                        of Argentina.                Argentina

Martin Franzini         Legal Director, South Latin  Servicios Y Productos Para
Principal Manager       Division, The Coca-Cola       Bebidas Refrescantes
                        Company                       S.R.L.
                                                     Paraguay 733
                        Mr. Franzini is a citizen    1057 Buenos Aires
                        of Argentina.                 Argentina

Aldo Aszyn              Finance Operations Manager,  Servicios Y Productos Para
Alternate Manager       South Latin Division, The     Bebidas Refrescantes
                        Coca-Cola Company             S.R.L.
                                                     Paraguay 733
                        Mr. Aszyn is a citizen of    1057 Buenos Aires
                        Uruguay.                      Argentina

Mercedes Rodriguez      Attorney, Argentina,         Servicios Y Productos Para
 Canedo                 Paraguay, Uruguay &           Bebidas Refrescantes
Alternate Manager       Bolivia, The Coca-Cola        S.R.L.
                        Company                      Paraguay 733
                                                     1057 Buenos Aires
                        Mrs. Rodriguez Canedo is     Argentina
                        a citizen of Argentina.



                                       8


<PAGE>


SERVICIOS Y PRODUCTOS PARA BEBIDAS REFRESCANTES S.R.L. (continued)


                        PRINCIPAL OCCUPATION
 NAME AND TITLE            OR EMPLOYMENT                     ADDRESS
 --------------         --------------------                 -------


Ruben Asorey            Outside counsel to The       Asorey & Navarrine
Alternate Manager       Coca-Cola Company            Cerrito 1136 - Piso 10
                                                     Buenos Aires
                        Mr. Asorey is a citizen      Argentina
                        of Argentina.
















                                      9
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>and-6x99b.txt
<DESCRIPTION>LETTER OF INTENT, DATED AS OF APRIL 30, 2004
<TEXT>
                                                                    EXHIBIT 99.2


                            EMBOTELLADORA ANDINA S.A.



                                 April 30, 2004




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



Gentlemen,


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

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

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




<PAGE>

                EMBOTELLADORA ANDINA S.A.



1. Swap of Shares.

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

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

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


<PAGE>


                EMBOTELLADORA ANDINA S.A.



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

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

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

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


<PAGE>


                EMBOTELLADORA ANDINA S.A.



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

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

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

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


<PAGE>


                EMBOTELLADORA ANDINA S.A.



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

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

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

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

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


<PAGE>

                EMBOTELLADORA ANDINA S.A.



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

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

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

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

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

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



<PAGE>

                EMBOTELLADORA ANDINA S.A.



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

                                Very truly yours,


                                     EMBOTELLADORA ANDINA S.A.

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




Agreed and accepted this
30th day of April, 2004


RECOFARMA INDUSTRIA DO AMAZONAS LTDA

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





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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