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                                    BY-LAWS
                                       of
                      Royal Crown Bottlers of Texas, Inc.
                                   ARTICLE I.

                            Meeting of Stockholders. 

                  SECTION 1. Annual Meeting: An annual meeting of the
stockholders for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held on the first
Wednesday in June of each year at the offices of the Corporation or such other
place as shall be deemed proper.


                  SECTION 2. Special Meetings: A special meeting of the stock-
holders, except when otherwise regulated by the Certificate of Incorporation or
by statute, may be called at any time by the President or by the Secretary upon
request in writing of a majority of the Board of Directors. Such meetings may be
held at any place within or outside the State of Delaware to be designated in
the notice thereof or in the waiver of notice.


                  SECTION 3. Notice of Meeting: Written notice of the time,
place, and purpose of every meeting shall be given to each stockholder entitled
to vote at such meeting, at least ten, but not more than fifty, days before the
date for such meeting. No notice of a meeting need be given to stockholders
not entitled to vote thereat.


                  SECTION 4. Quorum: At all meetings of the stockholders,
holders of a majority of the stock of the Corporation entitled to vote thereat,
present in person or by proxy, shall constitute a quorum. In the absence of a
quorum no business (other than as may be otherwise prescribed by law) shall be
transacted at any meeting. A majority in interest of those present in person or
by proxy and entitled to vote may in the absence of a quorum adjourn any meeting
from time to time. At any adjournment at which a quorum is present any business
may be transacted which might have been transacted at the meeting as originally
called. Notice of an adjourned meeting shall be required only if the adjournment
is for more than thirty days or if a new record date for voting is fixed.


                  SECTION 5. Voting: At every meeting of the stockholders, each
stockholder present in person or by proxy shall be entitled to one vote for each
share of stock having the right to vote thereat registered in his name on the
books of the Corporation. Shares of capital stock belonging to or in the
Treasury of the Corporation shall not be voted upon directly or indirectly.
Except where a record date has





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been fixed pursuant to Article V, Section 4, or the stock transfer books have
been closed, no shares shall be voted on for any election of directors which
have been transferred on the books within twenty days next preceding such
election. The vote for directors, and upon demand of any stockholder, the vote
of any other question shall be by ballot.


                  SECTION 6. List of Stockholders: It shall be the duty of the
Secretary to prepare at least ten days before every meeting of stockholders, a
complete list of stockholders entitled to vote thereat, arranged in alphabetical
order. Such list shall, at the place where said meeting is to be held, be open
during business hours for ten days prior to the meeting to the examination of
any stockholder, and shall be produced and kept at the time and place of the
meeting during the whole time thereof, and subject to the inspection of any
stockholder who may be present, provided, however, that such list shall be open
to inspection by a stockholder only for a purpose germane to the meeting.


                  SECTION 7. Consent of Stockholders in Lieu of Meeting: Any
action to be taken at a meeting of the stockholders of the Corporation, or any
action that may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing setting forth the action so taken shall be
signed by all the stockholders entitled to vote with respect to the subject
matter thereof.


                                   ARTICLE II.

                                   Directors


                  SECTION 1. Number and General Powers: The property, affairs
and business of the Corporation shall be managed by the Board of Directors who
need not be stockholders. The number of directors shall be fixed from time to
time by resolution of the Board of Directors but shall not be less than three.


                  SECTION 2. Election: Term. The directors shall be elected at
the annual meeting of the stockholders. Each director shall hold office for a
term of one year but his tenure of office shall continue thereafter until his
successor shall have been elected and accepted office.


                  SECTION 3. Vacancies: Any vacancy in the Board of Directors
(whether by death, resignation, removal, or an increase in the number of
directors or any other cause) may be filled for the unexpired term, or in case
of increase for a term to expire at the next annual meeting of the Stockholders
by vote of a majority of the remaining directors, though less than a quorum.





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                  SECTION 4. Resignations: Any director of the Corporation may
resign at any time by giving written notice to the President or to the Secretary
of the Corporation. Such resignation shall take effect as therein provided.


                  SECTION 5. Places of Meetings: The Board of Directors may hold
meetings at such place or places within or without the State of Delaware as it
may from time to time determine, or as shall be specified or fixed in the
notices or waivers of notice thereof.


                  SECTION 6. First Meeting: Promptly after each annual election
of directors, the Board of Directors shall meet for the purpose of organization,
to choose officers of the Corporation and for the transaction of other
business. Four days' notice of the time and place of such meetings shall be
given to each director elected by the Stockholders. Any business may be
transacted at such meetings. It shall be the duty of the Secretary to give
notice of such meeting.


                  SECTION 7. Special Meetings: Notice: Special meetings of the
Board of Directors shall be held whenever called by the President or by any two
of the directors. At least four days' notice of the time, place and purposes of
each such meeting shall be given to each director.


                  SECTION 8. Quorum: Manner of Acting: A majority of the
authorized directors shall be present in person to constitute a quorum. Except
in special cases where other provision is made by statute of the Certificate of
Incorporation, the act of a majority of the directors present at any meeting,
at which a quorum is present, shall be the act of the Board of Directors. In the
absence of a quorum, no business shall be transacted, but a majority of the
directors present may adjourn the meeting, without notice, from time to time,
until a quorum be had. The directors shall act only as a Board, or by a
committee thereof, and the individual directors shall have no power as such.


                  SECTION 9. Consent of Directors in Lieu of Meeting: Any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof may be taken without a meeting if all members of the
board or committee, as the case may be, consent thereto in writing, and the
writing or writing are filed with the minutes of proceedings of the board or
committee.


                  SECTION 10. Meetings by Means of Conference Telephone: Members
of the Board of Directors of the Corporation, or any committee designated by the
Board, may participate in a meeting of the Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such meeting shall constitute presence in person at such meeting.






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                  SECTION 11. Removal of Directors: Any director may be removed
with or without cause at any time, by the affirmative vote of a majority of all
of the shares of stock outstanding and entitled to vote for the election of
directors, at a special meeting of stockholders called for the purpose.


                  SECTION 12. Compensation: By resolution of the Board, each
director may be allowed a salary; and, in addition thereto, a fixed sum, and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board of Directors, or a Committee thereof.

                                  ARTICLE III.

                              Executive Committee

                  SECTION 1. How Constituted and Powers; The Board of Directors
may, by a resolution passed by a majority of the whole Board, designate three or
more of their number to constitute an Executive Committee, who shall have and
may exercise (except as such resolution or modification thereof may otherwise
provide) the powers of the Board of Directors in the management of the business
and affairs of the Corporation while the Board of Directors is not in session.


                  SECTION 2. Organization: The Chairman of the Executive
Committee shall act as Chairman of the Committee and the Secretary of the
Corporation as Secretary. The Committee shall keep a record of its acts and
proceedings and report the same from time to time to the Board of Directors.


                  SECTION 3. Meetings: Meetings of the Committee shall be held
whenever called by the Chairman or by the Secretary upon request of any two
members of the Committee. At least one day's notice, of such shorter period
as the person calling the meeting deems necessary, of the time and place of such
meeting shall be given to each member.


                 SECTION 4. Quorum and Manner of Acting: Three Members of the
Executive Committee shall constitute a quorum for the transaction of business,
and the act of a majority of those present at a meeting at which a quorum is
present shall be the act of the Executive Committee. The Members of the
Executive Committee shall act only as a Committee and the individual members
shall have no power as such.


                 SECTION 5. Vacancies: Any vacancy in the Executive Committee 
shall be filled by a vote of the majority of the whole Board  of Directors. 





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                                 ARTICLE III-A.

                               Finance Committee

                  SECTION 1. How Constituted and Powers: The Board of Directors
may, by resolution passed by a majority of the whole Board, designate three or
more of their members to constitute a Finance Committee, which Committee
(subject to such limitations as the Board may from time to time provide), shall
have and may exercise the powers to assist the Directors in fulfilling their
fiduciary responsibilities related to corporate financial affairs.


                  SECTION 2. Organization: The Chairman of the Finance Committee
shall act as Chairman of the Committee and the Secretary of the corporation as
Secretary. The Committee shall keep a record of its acts and proceedings and
report the same from time to time to the Board of Directors.


                  SECTION 3. Meetings: Meetings of the Committee shall be held
whenever called by the Chairman or the Secretary. At least one days notice, or
such shorter period as the person calling the meeting deems necessary, of the
time and place of such meeting, shall be given to each member.


                  SECTION 4. Quorum and Manner of Acting: A majority of the
members elected to serve on the Finance Committee shall constitute a quorum for
the transaction of business, and the act of a majority of those present at a
meeting at which a quorum is present shall be the act of the Finance Committee.
The members of the Finance Committee shall act only as a Committee and the
individual members shall have no power as such.


                  SECTOPM 5. Vacancies: Any vacancy on the Finance Committee
shall be filled by a majority of the whole Board of Directors.


                                  ARTICLE IV.

                                   Officers


                  SECTION 1. Number; selection: The Board of Directors shall
elect a President, and if deemed desirable, from time to time, a Chairman of the
Board of Directors, a Chairman of the Executive Committee, one or more Vice
Presidents, a Treasurer, a Controller, one or more Assistant Treasurers, one or
more Assistant Secretaries, or other officers.


                  SECTION 2. Term of Office: Officers of the Corporation shall
be chosen by the Board of Directors at its first meeting after each annual
meeting of the stockholders. Each officer shall hold office for one year and
until his successor shall have been duly chosen and accepted office, but shall
be subject to removal at any time with or without cause by vote of the Board of
Directors at a meeting called for that purpose.


                  SECTION 3. Vacancies: A vacancy in any office shall be filled
for the unexpired portion of the term by vote of the Board of Directors or of
the Executive Committee.




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                  SECTION 4. The President: The President shall be the chief
executive officer of the Corporation and shall have general direction of its
affairs and supervision over its officers and employees; subject, however, to
the control of the Board of Directors and any Committees thereof. He shall
preside at meetings of stockholders, and of the Board of Directors during the
absence or disability of the Chairman of the Board or upon request of the
Chairman that he do so; and shall also preside at meetings of Committees of the
Board of Directors with the exception of the Executive Committee and the Finance
Committee when a duly elected Chairman of such Committee is present.


                  SECTION 4(a). The Chairman of the Board: The Chairman of the
Board shall preside at meetings of the Board of Directors. He shall be avail-
able for consultation on matters of policy and with respect to such other
matters as affect the welfare of the Corporation, and shall perform such other
duties as may from time to time be specified by the Board of Directors or as may
be delegated to him by the President. During the absence or disability of the
President he shall exercise all the powers and discharge all the duties of the
President.


                  SECTION 4(b). The Chairman of the Finance Committee: The
Chairman of the Finance Committee shall preside at meetings of the Committee and
shall perform such other duties as may from time to time be specified by the
Board of Directors.

                  SECTION 4(c). The Chairman of the Executive Committee: The
Chairman of the Executive Committee shall preside at meetings of the Committee
and shall be available for consultation on matters of policy and with respect to
such other matters as affect the welfare of the Corporation, and shall perform
such other duties as may from time to time be specified by the Board of
Directors.


                  SECTION 5. The Vice-Presidents: The Vice-Presidents shall
have such powers and perform such duties as shall from time to time be specified
by the President or the Board of Directors or a Committee thereof.


                  SECTION 6. The Treasurer: The Treasurer shall, in the
discretion of the Board, give bond for the faithful discharge of his duties in
such sum, with such surety and containing such provisions as the Board of
Directors shall determine. He shall have custody of, and be responsible for, the
funds and securities of the Corporation and shall deposit the same in banks,
trust and safe deposit companies, or otherwise, as may be prescribed by the
Board of Directors, a Committee thereof or the President. He shall keep full
and accurate accounts and render statements and reports to the President and the
Board of Directors as required by them.




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                  SECTION 7. The Secretary: The Secretary shall be sworn to the
faithful discharge of his duty. He shall keep the minutes of meetings of the
stockholders and of the Board of Directors; see that notices of meetings and
other notices required to be issued are properly given when and as required;
make a record of the addresses to which directors and stockholders desire
notices to be sent; be custodian of the Corporation's seal and of its records.


                  SECTION 8. Regulation of Officers in General: Additional
functions may be assigned to any officer, and the powers and duties of any
officer may be curtailed or enlarged by the Board of Directors or a Committee
thereof. Controllers, Assistant Treasurers and Assistant Secretaries or other
officers, if any, shall hold office for such period and perform such duties as
may be prescribed by the Board of Directors or a Committee thereof.

                  SECTION 9. Salaries: The salaries of officers and bonuses or
other special compensation shall be fixed from time to time by the Board of
Directors. No officer or employee who is a director shall be debarred from any
such compensation by reason of the fact that he is such director.

                                   ARTICLE V.

                                 Capital Stock


                  SECTION 1. Issue: The certificates for the respective classes
and series of stock shall state the holder's name and the number of shares,
shall be numbered in the order in which they are issued, shall be signed by the
President or a Vice-President and by the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer and be sealed with an imprint of
the seal of the Corporation. The signatures of the officers and the imprint of
the seal of the Corporation may be facsimile.


                  SECTION 2. Transfers: Transfers of stock shall be made only
on the books of the Corporation by the person.named in the certificate, or by
attorney lawfully constituted in writing, and on surrender of the certificate
for cancellation. Before transfer, stamps or other taxes, if any, shall be paid
and endorsements supplied to the satisfaction of the Corporation and the
Transfer Agent.




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                  SECTION 3. Missing Certificates: Any person claiming a certi-
ficate of stock to be lost or destroyed shall make an affidavit or affirmation
of that fact and advertise the same in such manner as the Board of Directors may
require, and shall if the Board of Directors so require give the Corporation a
bond, in form and with one or more sureties satisfactory to the Board, for a sum
not exceeding double the value of the stock represented by said certificate
before a new certificate may be issued. The transfer agent and/or registrar
shall, if required, be named as obligees in any such bond.


                  SECTION 4. Record Date: The Board of Directors may fix in
advance a date not exceeding sixty days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the date for the
allotment of rights or the date when any change in or exchange of certificates
of capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting, or to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change or exchange of capital stock.


                                   ARTICLE VI.

                                     Notices


                  SECTION 1. Address for Notices: Every stockholder, officer
and director shall furnish the Secretary of the Corporation with an address to
which notices of meetings and all other corporate notices may be mailed or
telegraphed to him. If he shall not have so furnished his address for such
purposes. then any notice may be directed to his post-office address last known
to the Secretary of the Corporation.


                  SECTION 2. Manner of Giving Notice: Whenever notice is
required to be given to any director, officer or stockholder, a copy of such
notice may be delivered personally or may be deposited in a regular letter-box
in a postpaid wrapper addressed to such director, officer or stockholder at such
address as he has lodged with the Secretary of the Corporation for the purpose.
In default of such address notice may be mailed to such director, officer or
stockholder at his post-office address last known to the Secretary of the
Corporation. In the case of directors or officers, prepaid telegrams sent at the
time required for mailing shall have the validity of notice mailed as herein
provided.




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                  SECTION 3. Waiver of Notice: Whenever any notice is required
to be given, by these by-laws of the Certificate of Incorporation or any law of
Delaware, a waiver thereof signed by any person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice to the person or persons signing such
waiver. Attendance in person or by proxy at such meeting or by consent in lieu
of meeting shall constitute a waiver of notice thereof.


                                  ARTICLE VII.

                        Contracts, Instruments, Accounts


                  SECTION 1. Persons Empowered to Bind Corporation: The Board of
Directors, or a Committee thereof, may authorize any officer or agent to enter
into any contract, to execute and deliver any instrument (negotiable or
otherwise) and to borrow or lend money in the name and on behalf of the
Corporation, and such authority may be general or confined to specific
instances. Unless so authorized, no officer shall have authority to bind the
Corporation in any such manner.


                  SECTION 2. General and Special Accounts: The Board of
Directors may from time to time authorize the opening and maintaining of general
and special bank accounts with such banks or other depositories as it may
select, and may make rules and regulations with respect thereto and specify the
officers or agents of the Corporation who shall have power to sign checks and
other instruments in connection therewith.

                                 ARTICLE VIII.

                            Miscellaneous Provisions


                  SECTION 1. Offices: The registered office of the Corporation
in the state of Delaware shall be in the city of Wilmington, and the name of
the registered agent in The Corporation Trust Company. The general office of the
Corporation shall be located in such city and state as the Board shall deem
appropriate.


                  SECTION 2. Seal: The seal shall be in the form of a circle and
shall bear the name of the Corporation, the year of incorporation, and indicate
that it was incorporated in Delaware. Duplicates of such seal may be kept in
such offices and by such agents as the Board of Directors may from time to time
prescribe.




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                  SECTION 3. Dividends: Dividends shall only be paid if, as and
when declared by the Board of Directors, who shall have power (subject to any
limitations imposed by Law or the Certificate of Incorporation) to pay dividends
out of annual net profits or net assets in excess of capital.


                  SECTION 4. Loans: No loans shall be made to any officer of the
Corporation nor to any stockholder upon the security of shares of stock of the
Corporation except upon written advice of counsel.


                  SECTION 5. Amendments: The Board of Directors by affirmative
vote of a majority thereof from time to time may make additional by-laws and
alter, amend and repeal any of these by-laws. Any by-laws or alterations thereof
made by the Board of Directors may be altered or repealed by the stockholders
upon affirmative vote of a majority in number of the stockholders at the time
entitled to vote, present at a meeting called for that purpose.


                  SECTION 6. Indemnification: The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director or
officer of the Corporation or served at its request as a director or officer of
another corporation in which it owns shares of capital stock or of which it is
a creditor (all of whom are herein-after referred to in the aggregate as
"indemnified persons" and in the singular as an "indemnified person") against
expenses (including attorneys' fees except as otherwise stated in the third
paragraph of this By-law) judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner the reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding, by a
judgment, order, settlement, adjudication or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.





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The Corporation shall indemnify any indemnified person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
against expenses (including attorneys' fees except as otherwise stated in the
third paragraph of this By-Law) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

The Corporation will be entitled to participate at its own expense in the
defense, and, if it so elects, to assume the defense of any claim, action, suit
or proceeding. If the Corporation elects to assume the defense, such defense
shall be conducted by counsel of good standing chosen by it. In the event the
Corporation elects to assume the defense of any such claim, action, suit or
proceeding and retain such counsel, the indemnified persons shall bear the fees
and expenses of any additional counsel retained by them unless there are
conflicting interests as between the Corporation and the indemnified persons
that are for valid reasons objected to in writing by the indemnified persons.

In discharging his duty to the Corporation, an indemnified person, when acting
in good faith, may rely upon financial statements of the Corporation represented
to him to be correct by the officer of the Corporation having charge of its
books of accounts, or stated in a written report by an independent public or
certified public accountant or firm of such accountants fairly to reflect the
financial condition of such corporation.

Any indemnification under this By-law (unless ordered by a court) shall be made
only as authorized in the specific case upon a determination (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who are not
parties to such action, suit or proceeding, or (2) if such quorum is not obtain-
able, or, even if obtainable a quorum of disinterested directors so directs, by






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independent legal counsel in a written opinion that the indemnified person has
met the standards of conduct set forth in this By-law, or (3) by the stock-
holders.

Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the manner
provided in the preceding paragraph upon receipt of an undertaking by or on
behalf of the indemnified person to repay if not entitled to indemnification
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized by this By-law.

The indemnification provided by this By-law shall not be deemed exclusive 
of any other right to which any indemnified person may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action, in another capacity while
holding such office and shall inure to the benefit of the heirs, executors and
administrators of such a person.

The Board of Directors shall have power on behalf of the Corporation to grant
indemnification to any person other than an indemnified person to such extend as
the Board in its discretion may from time to time and at any time determine, but
in no event to exceed the indemnification provided by this By-law.

If any part of this By-law shall be found, in any action, suit or proceeding, to
be invalid or ineffective, the validity and the effect of the remaining parts
shall not be affected.



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