8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549



                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): April 28, 2003





                          PANAMERICAN BEVERAGES, INC.



            (Exact name of registrant as specified in its charter)

      REPUBLIC OF PANAMA                 1-12290                    N/A
(State or other jurisdiction of  (Commission File Number)     (IRS Employer
                                                           Identification No.)
                                                              incorporation)

      C/O PANAMCO, LLC, 701 WATERFORD WAY, SUITE 800, MIAMI FLORIDA 33126
              (Address of principal executive offices) (Zip Code)
                                (305) 929-0800
             (Registrant's telephone number, including area code)

                                NOT APPLICABLE
         (Former name or former address, if changed since last report)







Item 5.        Other Events.
               -------------

          On April 28, 2003, Panamerican Beverages Inc., a corporation
organized under the laws of the Republic of Panama ("Panamco"), issued a press
release announcing that its shareholders had approved the merger of Panamco
with Coca-Cola FEMSA, S.A. de C.V. , a corporation organized under the laws of
the United Mexican States ("Coca-Cola FEMSA"), at a Special Meeting of
Shareholders. The text of a press release issued by Panamco on April 28, 2003
announcing the approval of the merger of Panamco with Coca-Cola FEMSA by
Panamco shareholders is incorporated by reference here in as Exhibit 99.1.

Item 7.        Exhibits.
               ---------

    Exhibit No.     Exhibit
    -----------     -------

      99.1          Press release, dated April 28, 2003, issued by
                    Panamerican Beverages, Inc.("Panamco") announcing that
                    shareholders of Panamco approved the merger between
                    Panamco and Coca-Cola FEMSA, S.A de C.V.


                                   SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                        PANAMERICAN BEVERAGES, INC.


                                        By: /s/ ANNETTE FRANQUI
                                            ----------------------------
                                            Name:  Annette Franqui
                                            Title: Chief Financial Officer

Date:  April 28, 2003



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                               INDEX TO EXHIBITS


      Exhibit No.   Exhibit
      -----------   -------

         99.1       Press release, dated April 28, 2003, issued by Panamerican
                    Beverages, Inc. ("Panamco") announcing that shareholders
                    of Panamco approved the merger between Panamco and
                    Coca-Cola FEMSA, S.A de C.V.



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EX-99.1

                                                                EXHIBIT 99.1


THE FOLLOWING IS THE TEXT OF A PRESS RELEASE ISSUED BY PANAMERICAN BEVERAGES,
INC. ON APRIL 28, 2003:


           PANAMCO SHAREHOLDERS APPROVE MERGER WITH COCA-COLA FEMSA





MIAMI, FL, APRIL 28, 2003 - Panamerican Beverages, Inc. ("Panamco") (NYSE: PB)
announced today that its stockholders have approved the merger of Panamco with
Coca-Cola FEMSA, S. A. de C.V. ("Coca-Cola FEMSA"). The proposed transaction
was approved in a special meeting that took place earlier today by all classes
of Panamco stock as required by the merger agreement between the two
companies. The merger remains subject to the satisfaction or waiver of other
conditions, including the disbursement of acquisition funding by lenders to
Coca-Cola FEMSA. Assuming all other conditions are satisfied, the transaction
is expected to close on May 6, 2003.

In December 2002, Panamco, Fomento Economico Mexicano, S.A. de C.V. and
Coca-Cola FEMSA announced a definitive agreement for Coca-Cola FEMSA to
acquire Panamco in a transaction valued at $3.6 billion. The combined company,
which will continue to operate under the Coca-Cola FEMSA name, will be the
leading bottler of Coca-Cola products in Latin America, and the world's second
largest Coca-Cola bottler.

Panamco is the largest soft drink bottler in Latin America and one of the
three largest bottlers of Coca-Cola products in the world. The Company
produces and distributes substantially all Coca-Cola soft drink products in
its franchise territories in Mexico, Guatemala, Nicaragua, Costa Rica, Panama,
Colombia, Venezuela and Brazil, along with bottled water, beer and other
beverages in some of these territories. Panamco is an anchor bottler of The
Coca-Cola Company.

FORWARD LOOKING STATEMENT

Statements made in this press release that are not historical in nature may
include "forward-looking statements" within the meaning of U.S. federal
securities laws, including statements related to anticipated future earnings
and cost savings. Such statements, estimates, and projections reflect various
assumptions by Panamco's management concerning anticipated results and are
subject to significant business, economic and competitive uncertainties and







contingencies, many of which are beyond Panamco's control. Factors that could
cause Panamco's actual results to differ include, but are not limited to,
changes in the soft drink business environment (including actions of
competitors and changes in consumer preference), changes in governmental laws
and regulations (including income and excise taxes), currency fluctuations,
market demand for new and existing products and raw material prices.
Accordingly, Panamco cannot assure that such statements, estimates and
projections will be realized. The forecasts and actual results will likely
vary and those variations may be material. Panamco makes no representation or
warranty as to the accuracy or completeness of such statements, estimates or
projections contained in this press release or that any forecast contained
herein will be achieved. Panamco undertakes no obligation to update such
statements, estimates or projections. Information concerning such factors is
contained in Panamco's Registration Statement on Form S-8, dated July 23,
2001, its Annual Report on Form 10-K for the year ended December 31, 2002, and
other documents since filed by Panamco with the U.S. Securities and Exchange
Commission (the "SEC"), all of which are available from the SEC.



Contacts:         Laura I. Maydon               Matt Benson / Kara Findlay
                  Panamerican Beverages, Inc.   Citigate Sard Verbinnen
                  305/929-0867                  212/687-8080






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