UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                     WASHINGTON, D.C. 20549
                                             FORM 10-Q

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

For the quarterly period ended           OCTOBER 1, 1995
                                

Commission File Number                       0-9286
                       
                            COCA-COLA BOTTLING CO. CONSOLIDATED
                (Exact name of registrant as specified in its charter)

                  DELAWARE                            56-0950585
  (State or other jurisdiction of       (I.R.S. Employer Identification Number)
   incorporation or organization)

                  1900 REXFORD ROAD, CHARLOTTE, NORTH CAROLINA 28211
                  (Address of principal executive offices) (Zip Code)

                                     (704) 551-4400
                  (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No


Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                  Class                       Outstanding at November 3, 1995

Common Stock, $1 Par Value                              7,958,059
Class B Common Stock, $1 Par Value                      1,336,362




                         PART I - FINANCIAL INFORMATION


Item l. Financial Statements.

Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)

Oct. 1, Jan. 1, Oct. 2, 1995 1995 1994 ASSETS Current Assets: Cash $ 2,723 $ 1,812 $ 2,200 Accounts receivable, trade, less allowance for doubtful accounts of $401, $400 and $419 11,180 7,756 7,522 Accounts receivable from The Coca-Cola Company 6,337 4,514 5,991 Due from Piedmont Coca-Cola Bottling Partnership 1,457 1,383 1,907 Accounts receivable, other 4,577 7,232 6,583 Inventories 33,447 31,871 30,320 Prepaid expenses and other current assets 5,538 5,054 5,269 Total current assets 65,259 59,622 59,792 Property, plant and equipment, less accumulated depreciation of $152,271, $141,419 and $138,022 189,118 185,633 179,008 Investment in Piedmont Coca-Cola Bottling Partnership 66,629 67,729 68,801 Other assets 24,258 23,394 22,369 Identifiable intangible assets, less accumulated amortization of $83,068, $75,667 and $73,200 250,450 257,851 260,318 Excess of cost over fair value of net assets of businesses acquired, less accumulated amortization of $23,407, $21,689 and $21,117 68,212 69,930 70,502 Total $663,926 $664,159 $660,790
See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated CONSOLIDATED BALANCE SHEETS (UNAUDITED) In Thousands (Except Share Data)
Oct. 1, Jan. 1, Oct. 2, 1995 1995 1994 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Portion of long-term debt payable within one year $ 174 $ 300 $ 376 Accounts payable and accrued liabilities 52,812 59,413 51,634 Accounts payable to The Coca-Cola Company 3,470 2,930 1,993 Accrued compensation 3,464 4,246 3,314 Accrued interest payable 4,886 11,275 5,593 Total current liabilities 64,806 78,164 62,910 Deferred income taxes 99,269 89,531 88,302 Other liabilities 38,364 29,512 21,630 Long-term debt 419,827 432,971 454,392 Total liabilities 622,266 630,178 627,234 Shareholders' Equity: Convertible Preferred Stock, $100 par value: Authorized-50,000 shares; Issued-None Nonconvertible Preferred Stock, $100 par value: Authorized-50,000 shares; Issued-None Preferred Stock, $.01 par value: Authorized-20,000,000 shares; Issued-None Common Stock, $1 par value: Authorized-30,000,000 shares; Issued-10,090,859 shares 10,090 10,090 10,090 Class B Common Stock, $1 par value: Authorized-10,000,000 shares; Issued-1,964,476 shares 1,965 1,965 1,965 Class C Common Stock, $1 par value: Authorized-20,000,000 shares; Issued-None Capital in excess of par value 123,057 130,028 132,351 Accumulated deficit (71,902) (86,552) (87,590) Minimum pension liability adjustment (3,904) (3,904) (5,614) 59,306 51,627 51,202 Less-Treasury stock, at cost: Common-2,132,800 shares 17,237 17,237 17,237 Class B Common-628,114 shares 409 409 409 Total shareholders' equity 41,660 33,981 33,556 Total $663,926 $664,159 $660,790
See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) In Thousands (Except Per Share Data)
Third Quarter Nine Months 1995 1994 1995 1994 Net sales (includes sales to Piedmont of $19,355, $23,121, $55,664 and $67,932) $ 203,559 $ 188,418 $ 582,412 $ 552,927 Cost of products sold, excluding depreciation shown below (includes $16,715, $19,679, $48,599 and $59,785 related to sales to Piedmont) 120,832 112,554 340,477 328,979 Gross margin 82,727 75,864 241,935 223,948 Selling expenses 41,831 37,524 119,918 111,473 General and administrative expenses 13,868 13,565 40,839 39,732 Depreciation expense 6,786 5,895 19,756 17,659 Amortization of goodwill and intangibles 3,058 3,081 9,173 9,235 Income from operations 17,184 15,799 52,249 45,849 Interest expense 8,312 7,999 25,205 23,358 Other income (expense), net (1,099) 761 (2,656) 474 Income before income taxes and effect of accounting change 7,773 8,561 24,388 22,965 Federal and state income taxes 3,134 3,662 9,738 9,856 Income before effect of accounting change 4,639 4,899 14,650 13,109 Effect of accounting change (2,211) Net income $ 4,639 $ 4,899 $ 14,650 $ 10,898 Income per share: Income before effect of accounting change $ .50 $ .53 $ 1.58 $ 1.41 Effect of accounting change (.24) Net income $ .50 $ .53 $ 1.58 $ 1.17 Cash dividends per share: Common Stock $ .25 $ .25 $ .75 $ .75 Class B Common Stock .25 .25 .75 .75 Weighted average number of Common and Class B Common shares outstanding 9,294 9,294 9,294 9,294
See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) In Thousands
Capital Minimum Class B in Pension Common Common Excess of Accumulated Liability Treasury Stock Stock Par Value Deficit Adjustment Stock Balance on January 2, 1994 $10,090 $ 1,965 $139,322 $ (98,488) $ (5,614) $ 17,646 Net income 10,898 Cash dividends declared (6,971) Balance on October 2, 1994 $10,090 $ 1,965 $132,351 $ (87,590) $ (5,614) $ 17,646 Balance on January 1, 1995 $10,090 $ 1,965 $130,028 $ (86,552) $ (3,904) $ 17,646 Net income 14,650 Cash dividends declared (6,971) Balance on October 1, 1995 $10,090 $ 1,965 $123,057 $ (71,902) $ (3,904) $ 17,646
See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) In Thousands
Nine Months 1995 1994 Cash Flows from Operating Activities Net income $14,650 $10,898 Adjustments to reconcile net income to net cash provided by operating activities: Effect of accounting change 2,211 Depreciation expense 19,756 17,659 Amortization of goodwill and intangibles 9,173 9,235 Deferred income taxes 9,738 9,856 (Gains) losses on sale of property, plant and equipment 1,037 (1,432) Amortization of debt costs 344 341 Undistributed (earnings) loss of Piedmont Coca-Cola Bottling Partnership 1,100 (401) Increase in current assets less current liabilities (18,084) (24,361) Increase in other noncurrent assets (1,076) (2,353) Increase (decrease) in other noncurrent liabilities 6,944 (301) Other 132 490 Total adjustments 29,064 10,944 Net cash provided by operating activities 43,714 21,842 Cash Flows from Financing Activities Proceeds from the issuance of long-term debt 21,246 Payments on long-term debt (13,144) (1,213) Cash dividends paid (6,971) (6,971) Other 1,721 (1,260) Net cash provided by (used in) financing activities (18,394) 11,802 Cash Flows from Investing Activities Additions to property, plant and equipment (26,304) (36,748) Proceeds from the sale of property, plant and equipment 1,895 4,042 Net cash used in investing activities (24,409) (32,706) Net increase in cash 911 938 Cash at beginning of period 1,812 1,262 Cash at end of period $ 2,723 $ 2,200
See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 1. Accounting Policies The consolidated financial statements include the accounts of Coca-Cola Bottling Co. Consolidated and its majority owned subsidiaries (the "Company"). All significant intercompany accounts and transactions have been eliminated. The information contained in the financial statements is unaudited. The statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented. Except for the accounting change discussed in Note 2, all such adjustments are of a normal, recurring nature. The accounting policies followed in the presentation of interim financial results are the same as those followed on an annual basis. These policies are presented in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended January 1, 1995 filed with the Securities and Exchange Commission. Certain prior year amounts have been reclassified to conform to current year classifications. 2. Accounting Change In November 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits" ("SFAS 112"). SFAS 112 requires the accrual, during the years that employees render service, of the expected cost of providing postemployment benefits if certain criteria are met. The Company adopted the provisions of SFAS 112 in the first quarter of 1994, effective January 3, 1994. As a result, the Company recorded a one-time, after-tax charge of $2.2 million. This charge appears within the caption "Effect of accounting change." Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 3. Summarized Income Statement Data of Piedmont Coca-Cola Bottling Partnership On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont Coca-Cola Bottling Partnership ("Piedmont") to distribute and market soft drink products primarily in portions of North Carolina and South Carolina. The Company and The Coca-Cola Company, through their respective subsidiaries, each beneficially own a 50% interest in Piedmont. The Company provides a portion of the soft drink products to Piedmont at cost and receives a fee for managing the business of Piedmont pursuant to a management agreement. Summarized income statement data for Piedmont is as follows: Third Quarter Nine Months In Thousands 1995 1994 1995 1994 Net sales $ 59,396 $ 51,837 $ 163,856 $ 149,470 Gross margin 23,627 22,534 66,337 64,313 Income from operations 1,777 2,576 5,312 6,397 Net income (loss) (758) 1,612 (2,200) 802 4. Inventories Inventories are summarized as follows: Oct. 1, Jan. 1, Oct. 2, In Thousands 1995 1995 1994 Finished products $20,429 $17,621 $18,272 Manufacturing materials 11,585 12,638 10,444 Used bottles and cases 1,433 1,612 1,604 Total inventories $33,447 $31,871 $30,320 Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 5. Long-Term Debt Long-term debt is summarized as follows:
Fixed(F) or Interest Variable Interest Oct. 1, Jan. 1, Oct. 2, In Thousands Maturity Rate (V) Rate Paid 1995 1995 1994 Lines of Credit 1997 5.93% - V Varies $ 85,601 $ 93,420 $114,601 6.83% Term Loan Agreement 2000 6.38% V Semi- 60,000 60,000 60,000 annually Term Loan Agreement 2001 6.39% V Semi- 60,000 60,000 60,000 annually Medium-Term Notes 1998 6.39% V Quarterly 10,000 10,000 10,000 Medium-Term Notes 1999 7.99% F Semi- 66,500 66,500 66,500 annually Medium-Term Notes 2000 10.00% F Semi- 57,000 57,000 57,000 annually Medium-Term Notes 2002 8.56% F Semi- 66,500 66,500 66,500 annually Notes acquired in Sunbelt acquisition 2001 8.00% F Quarterly 217 5,327 5,421 Capital leases and other notes payable 1995 - 6.85% - F Varies 14,183 14,524 14,746 2001 12.00% 420,001 433,271 454,768 Less: Portion of long- term debt payable within one year 174 300 376 Long-term debt $419,827 $432,971 $454,392
Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 5. Long-Term Debt (cont.) As of October 1, 1995, the Company was in compliance with all of the covenants of its various borrowing agreements. It is the Company's intent to renew its lines of credit, commercial paper borrowings and borrowings under the revolving credit facility as they mature. To the extent that these borrowings do not exceed the amount available under the Company's $170 million revolving credit facility, they are classified as noncurrent liabilities. A $100 million commercial paper program was established in January 1990 with funds to be used for general corporate purposes. There were no balances outstanding under this program on October 1, 1995, January 1, 1995 or October 2, 1994. In June 1992, the Company entered into a three-year arrangement under which it has the right to sell an undivided interest in a designated pool of trade accounts receivable for up to a maximum of $40 million. The Company had sold trade receivables of $35 million as of October 1, 1995, January 1, 1995 and October 2, 1994. This arrangement has been amended to extend the arrangement to June 1998 on terms substantially similar to those previously in place. On October 12, 1994, a $400 million shelf registration for debt and equity securities filed with the Securities and Exchange Commission became effective and the securities thereunder became available for issuance. On November 1, 1995, the Company issued $100 million of 6.85% debentures due 2007 pursuant to such registration. The net proceeds from this issuance will be used principally for refinancing of existing indebtedness with the remainder to be used for general corporate purposes. As of November 10, 1995, $36.3 million of medium-term notes due 1999 with a coupon rate of 7.99% and $26 million of medium-term notes due 2000 with a coupon rate of 10.00% had been repurchased. The Company has guaranteed a portion of the debt for two cooperatives in which the Company is a member. The amounts guaranteed were $34 million, $31 million and $27 million as of October 1, 1995, January 1, 1995 and October 2, 1994, respectively. Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 6. Derivative Financial Instruments The Company uses derivative financial instruments to cost effectively modify risk from interest rate fluctuations in its underlying debt. The Company has historically altered its fixed/floating interest rate mix based upon anticipated operating cash flows of the Company relative to its debt level and the Company's ability to absorb increases in interest rates. These derivative financial instruments are not used for trading purposes. The Company has entered into interest rate swaps that resulted in weighted average interest rates for the debt portfolio of approximately 7.3%, 7.0% and 6.6% as of October 1, 1995, January 1, 1995 and October 2, 1994, respectively. The Company's overall weighted average interest rate on its long-term debt increased from an average of 6.6% during the first nine months of 1994 to an average of 7.4% during the first nine months of 1995. After taking into account the effect of all of the interest rate swap activities, approximately 53%, 47% and 55% of the total debt portfolio was subject to changes in short-term interest rates as of October 1, 1995, January 1, 1995 and October 2, 1994, respectively. A rate increase of 1% would have increased interest expense for the first nine months of 1995 by approximately $1.7 million and net income for the nine months ended October 1, 1995 would have been reduced by approximately $1 million. Interest coverage as of October 1, 1995 would have been 3.0 times (versus 3.2 times) if interest rates had increased by 1%. Derivative financial instruments were as follows:
Oct. 1, 1995 Jan. 1, 1995 Oct. 2,1994 Remaining Remaining Remaining In Thousands Amount Term Amount Term Amount Term Interest rate swaps-floating $ 60,000 8 years $221,600 6-9 years $221,600 6-9 years Interest rate swaps-fixed 60,000 8 years 215,000 1-9 years 215,000 1-9 years Interest rate caps - - 110,000 .5 year 110,000 1 year
Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 6. Derivative Financial Instruments (cont.) The table below summarizes interest rate swap activity. Third Quarter Nine Months In Thousands 1995 1995 Total swaps, beginning of period $ 383,600 $ 436,600 New swaps - 25,000 Terminated swaps (263,600) (341,600) Expired swaps - - Total swaps, end of period $ 120,000 $ 120,000 Deferred gains on terminated interest rate swap contracts were $6.2 million, $4.2 million and $4.4 million on October 1, 1995, January 1, 1995 and October 2, 1994, respectively. The carrying amounts and fair values of the Company's balance sheet and off-balance-sheet instruments were as follows: Oct. 1, 1995 Jan. 1, 1995 Carrying Fair Carrying Fair In Thousands Amount Value Amount Value Balance Sheet Instruments Public debt $200,000 $217,209 $200,000 $201,119 Non-public variable rate long-term debt 205,601 205,601 213,420 213,420 Non-public fixed rate long-term debt 14,400 15,190 19,851 19,030 Off-Balance-Sheet Instruments Interest rate swaps (5,102) (11,123) The fair values of the interest rate swaps represent the estimated amounts the Company would have had to pay to terminate these agreements. Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 7. Supplemental Disclosures of Cash Flow Information Changes in current assets and current liabilities affecting cash, net of the effect of an accounting change, were as follows: Nine Months In Thousands 1995 1994 Accounts receivable, trade, net $ (3,424) $ (2,562) Due from Piedmont Coca-Cola Bottling Partnership (74) 547 Accounts receivable, other 832 4,882 Inventories (1,576) (2,787) Prepaid expenses and other current assets (484) (1,944) Portion of long-term debt payable within one year (126) (335) Accounts payable and accrued liabilities (6,061) (18,755) Accrued compensation (782) 1,108 Accrued interest payable (6,389) (4,515) Increase in current assets less current liabilities $ (18,084) $ (24,361) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Introduction The following discussion presents management's analysis of the results of operations for the third quarter and first nine months of 1995 compared to the third quarter and first nine months of 1994 and changes in financial condition from October 2, 1994 and January 1, 1995 to October 1, 1995. The Company reported net income of $4.6 million or $.50 per share for the third quarter of 1995 compared with net income of $4.9 million or $.53 per share for the same period in 1994. For the first nine months of 1995, net income was $14.7 million or $1.58 per share compared with net income of $10.9 million or $1.17 per share for the first nine months of 1994. In the first quarter of 1994, the Company recorded a one-time, after-tax noncash charge of $2.2 million or $.24 per share related to the adoption of Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits." The results for interim periods are not necessarily indicative of the results to be expected for the year due to seasonal factors. Results of Operations For the third quarter of 1995, net franchise sales increased approximately 13% over the same quarter in 1994, reflecting higher net selling prices and a volume increase of slightly more than 9%. Net franchise sales for the first nine months of 1995 increased approximately 9% over the 1994 period. This increase was due principally to increased net selling prices but also reflected a volume increase of almost 4%. Selling prices were increased in early 1995 in order to cover the anticipated increased cost of raw materials, primarily aluminum cans. In the third quarter of 1995, gross margin on net franchise sales increased by approximately 10.5% over the same period in 1994. As a percentage of net franchise sales, gross margin was 46.6%, a slight decrease from the same measurement for the 1994 period. For the first nine months of 1995, gross margin on net franchise sales increased approximately 8.5% over the comparable 1994 period and was slightly lower as a percentage of net franchise sales. Cost of goods sold related to net franchise sales increased due to increases in packaging costs, but selling price increases more than offset the increased cost of goods sold. Although the cost of cans increased during the first nine months of 1995, agreements currently in place with suppliers ensure that the cost of cans will not increase further this year and may decline from current pricing if aluminum ingot prices decrease below a specified level. Effective November 7, 1995, the Company entered into a can supply agreement with a major can supplier. This agreement, which has an initial term of five years commencing January 1, 1996, will effectively place upper and lower limits on the cost of cans for certain production facilities which the Company owns or manages (approximately 70% of the Company's total can requirements) during such period. The Company intends to conclude similar agreements with one or more suppliers with respect to the remainder of its can requirements. Plastic bottles have also contributed to the increase in cost of goods sold. Average resin prices increased more than 10% during the first nine months of 1995 as compared with the first nine months of 1994. For the third quarter of 1995, selling expenses increased almost 11.5% over the comparable 1994 period. Selling expenses increased 7.6% for the first nine months of 1995 as compared to the first nine months of 1994. As a percentage of net sales, selling expenses increased from 19.9% in the third quarter of 1994 to 20.5% in the third quarter of 1995 and from 20.2% during the first nine months of 1994 to 20.6% during the first nine months of 1995. Selling expenses related to net franchise sales increased approximately 14% and 10% over the 1994 third quarter and nine month periods, respectively, due primarily to higher employment costs and increased expenses related to sales development programs and marketing costs. During the third quarter of 1995, selling expenses also increased due to a number of under the crown promotions. The impact of these promotions is reflected in the third quarter volume increase. The Company has begun a multi-year program to increase volume of certain carbonated beverage products of The Coca-Cola Company through various marketing efforts. General and administrative expenses increased 2.8% for the first nine months of 1995 over the same 1994 period due to increased employment costs. The increased employment costs were partially offset by reductions in other general and administrative expenses. As a percentage of net sales, general and administrative expenses declined for both the first nine months and third quarter of 1995 as compared to the same periods in 1994. Depreciation expense increased approximately 11.9% between the first nine months of 1994 and the first nine months of 1995. The third quarter 1995 depreciation expense increased 15.1% over the comparable 1994 period. These increases reflect the high level of capital expenditures during 1994 and the timing of placing assets in service. During 1994, certain capital improvements were made at the manufacturing facilities to produce new packages. Interest expense increased 7.9% from the first nine months of 1994 to the first nine months of 1995 due to higher short-term interest rates. During the third quarter of 1995, interest expense increased 3.9% over the same period in 1994. Outstanding long-term debt decreased approximately $35 million from October 2, 1994 to October 1, 1995. The Company's weighted average interest rate increased from an average of 6.6% during the first nine months of 1994 to an average of 7.4% during the first nine months of 1995. The change in "other income (expense), net" between the first nine months of 1994 and the first nine months of 1995 was due primarily to a third quarter 1994 gain of approximately $1.3 million on the sale of one of the Company's aircraft and a first quarter 1994 gain on the sale of an idle production facility. For the first nine months of 1995, losses of approximately $1.0 million on sales of property, plant and equipment were included in "other income (expense), net." Gains of approximately $1.4 million on sales of property, plant and equipment were included in "other income (expense), net" for the first nine months of 1994. In addition, the discount on sales of trade accounts receivable increased almost $.6 million from the first nine months of 1994 to the first nine months of 1995 due to higher short-term rates associated with this arrangement. Changes in Financial Condition Working capital increased $19.0 million from January 1, 1995 and $3.6 million from October 2, 1994 to October 1, 1995. The increase from January 1, 1995 was due principally to scheduled payments of accrued interest and seasonal increases in trade accounts receivable and inventories. The increased cost of cans and bottles also contributed to the higher inventory balances. The increase in working capital from October 2, 1994 was due to volume related increases in accounts receivable and inventories as well as increased costs of items held in inventory. Capital expenditures in the first nine months of 1995 were $26.3 million compared to $36.7 million in the first nine months of 1994. Expenditures for 1995 capital additions are expected to be significantly lower than expenditures for 1994 capital additions. In 1995, the Company resumed its vehicle leasing program. Additions to the Company's fleet were purchased rather than leased during 1994. Long-term debt decreased approximately $35 million from October 2, 1994 and more than $13 million from January 1, 1995. During this period, cash flow has exceeded dividend, capital expenditure and working capital requirements. As of October 1, 1995, the Company was in compliance with all of the covenants of its various borrowing agreements. It is the Company's intent to renew any borrowings under its $170 million revolving credit facility and the informal lines of credit as they mature and, to the extent that any borrowings under the revolving credit facility, the informal lines of credit and commercial paper program do not exceed the amount available under the Company's $170 million revolving credit facility, they are classified as noncurrent liabilities. As of October 1, 1995, the Company had no amounts outstanding under the revolving credit facility or the commercial paper program and had approximately $86 million outstanding under the informal lines of credit. The Company had sold trade accounts receivable of $35 million as of October 1, 1995, January 1, 1995 and October 2, 1994. The Company uses derivative financial instruments to modify risk from interest rate fluctuations. Derivative financial instruments are not used for trading purposes. As of October 1, 1995, the debt portfolio had a weighted average interest rate of approximately 7.3% and approximately 53% of the total portfolio of $420 million was subject to changes in short-term interest rates. On October 12, 1994, a $400 million shelf registration for debt and equity securities filed with the Securities and Exchange Commission became effective and the securities thereunder became available for issuance. On November 1, 1995, the Company issued $100 million of 6.85% debentures due 2007 pursuant to such registration. The net proceeds from this issuance will be used principally for refinancing of existing indebtedness with the remainder to be used for general corporate purposes. As of November 10, 1995, $36.3 million of medium-term notes due 1999 with a coupon rate of 7.99% and $26 million of medium-term notes due 2000 with a coupon rate of 10.00% had been repurchased. These refinancing activities extend the Company's debt maturities and reduce future interest expense. In the fourth quarter of 1995, the Company expects to record an extraordinary charge related to the premuium associated with the debt repurchases. Management believes that the Company, through the generation of cash flow from operations and the utilization of unused borrowing capacity, has sufficient financial resources available to maintain its current operations and provide for its current capital expenditure requirements. The Company considers the acquisition of additional franchise territories on an ongoing basis. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated November 1, 1995, among the Company, Citicorp Securities, Inc. and Salomon Brothers Inc. 4.1 Form of the Company's 6.85% Debentures Due 2007. 10.1 Lease Funding No. 95008, dated as of July 18, 1995, of a Master Equipment Lease between the Company and Coca-Cola Financial Corporation covering various vending machines. 10.2 Lease Funding No. 95009, dated as of August 14, 1995, of a Master Equipment Lease between the Company and Coca-Cola Financial Corporation covering various vending machines. 10.3 Lease Funding No. 95010, dated as of September 8, 1995, of a Master Equipment Lease between the Company and Coca-Cola Financial Corporation covering various vending machines. 10.4 Lease Schedule No. 012, dated as of June 21, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.5 Lease Schedule No. 013, dated as of June 21, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.6 Lease Schedule No. 014, dated as of July 27, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.7 Lease Schedule No. 015, dated as of August 7, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.8 Lease Schedule No. 016, dated as of August 24, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.9 Lease Schedule No. 017, dated as of August 24, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.10 Lease Schedule No. 18-Revised, dated as of August 29, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.11 Lease Schedule No. 019, dated as of August 7, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. Item 6. Exhibits and Reports on Form 8-K (Cont.) 10.12 Lease Schedule No. 020, dated as of August 7, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.13 Lease Funding No. 95011, dated as of September 15, 1995, of a Master Equipment Lease between the Company and Coca-Cola Financial Corporation covering various vending machines. 10.14 Lease Funding No. 95012, dated as of October 10, 1995, of a Master Equipment Lease between the Company and Coca-Cola Financial Corporation covering various vending machines. 10.15 Lease Funding No. 95013, dated as of October 18, 1995, of a Master Equipment Lease between the Company and Coca-Cola Financial Corporation covering various vending machines. 10.16 Can Supply Agreement, dated November 7, 1995, between the Company and American National Can Company. 27 Financial data schedule for period ended October 1, 1995. (b) Reports on Form 8-K None. SIGNATURES 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, thereunto duly authorized. COCA-COLA BOTTLING CO. CONSOLIDATED (REGISTRANT) Date: November 14, 1995 By: /s/ David V. Singer David V. Singer Principal Financial Officer of the Registrant and Vice President - Chief Financial Officer






                              EXHIBIT 1.1






                       Coca-Cola Bottling Co. Consolidated



                             UNDERWRITING AGREEMENT


                                                       New York, New York
                                                       November 1, 1995


To the Representatives
  named in Schedule I
  hereto of the Under-
  writers named in
  Schedule II hereto


Dear Sirs:

                  Coca-Cola Bottling Co. Consolidated, a Delaware
corporation (the "Company"), proposes to sell to the underwriters named
in Schedule II hereto (the "Underwriters"), for whom you (the
"Representatives") are acting as representatives, (1) the principal
amount, if any, of its debt securities (including debt securities
convertible into common stock or preferred stock of the Company
("Convertible Debt") identified in Schedule I hereto (such debt
securities, including Convertible Debt, the "Debt Securities"), to be
issued under an indenture (the "Indenture") dated as of July 20, 1994,
between the Company and NationsBank of Georgia, National Association, as
trustee (the "Trustee"), as supplemented and restated by a Supplemental
Indenture dated March 3, 1995 between the Company and the Trustee (all
references herein to the "Indenture" are to the Indenture as so
supplemented, and all references to the "Trustee" are to Citibank, N.A.,
which succeeded to all of the rights, powers, duties and obligations of
the initial Trustee under the Indenture by agreement of all parties,
effective September 15, 1995); (2) the shares of common stock, $1.00 par
value, of the Company, if any, identified in Schedule I hereto (the
Common Stock"); (3) the shares of Class C common stock, $1.00 par value,
of the Company, if any, identified in Schedule I hereto (the "Class C
Common Stock"); (4) the shares of preferred stock, $0.01 par value, of
the Company, if any, identified in Schedule I hereto (the "Preferred
Stock"); (5) the shares of convertible preferred stock, $100.00 par
value, of the




                                                                              2










Company, if any, identified in Schedule I hereto (the "Convertible Preferred
Stock"); and/or (6) the shares of non-convertible preferred stock, $100.00 par
value, of the Company, if any, identified in Schedule I hereto (the
"Nonconvertible Preferred Stock"). The Debt Securities, Common Stock, Class C
Common Stock, Preferred Stock, Convertible Preferred Stock, and Nonconvertible
Preferred Stock may be sold either separately or as units (the "Units") together
with any of the foregoing. The Debt Securities, Common Stock, Class C Common
Stock, Preferred Stock, Convertible Preferred Stock, and Nonconvertible
Preferred Stock described in Schedule I hereto shall collectively be referred to
herein as the "Securities". The Common Stock, Class C Common Stock, Preferred
Stock, Convertible Preferred Stock, and Nonconvertible Preferred Stock described
in Schedule I hereto shall collectively be referred to herein as the "Equity
Securities." If the firm or firms listed in Schedule II hereto include only the
firm or firms listed in Schedule I hereto, then the terms "Underwriters" and
"Representatives", as used herein, shall each be deemed to refer to such firm or
firms.

                  1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each Underwriter as set
forth below in this Section 1. Certain terms used in this Section 1 are
defined in paragraph (c) hereof.

                  (a) If the offering of the Securities is a Delayed
         Offering (as specified in Schedule I hereto), paragraph (i)
         below is applicable and, if the offering of the Securities is a
         Non-Delayed Offering (as so specified), paragraph (ii) below is
         applicable.

                                    (i) The Company meets the
                           requirements for the use of Form S-3 under
                           the Securities Act of 1933 (the "Act") and
                           has filed with the Securities and Exchange
                           Commission (the "Commission") a registration
                           statement (the file number of which is set
                           forth in Schedule I hereto) on such Form,
                           including a basic prospectus, for
                           registration under the Act of the offering
                           and sale of the Securities. The Company may
                           have filed one or more amendments thereto,
                           and may have used a Preliminary Final
                           Prospectus, each of which has previously been
                           furnished to you. Such registration
                           statement, as so amended, has become
                           effective. The offering of the










                                                                              3










                           Securities is a Delayed Offering and,
                           although the Basic Prospectus may not include
                           all the information with respect to the
                           Securities and the offering thereof required
                           by the Act and the rules thereunder to be
                           included in the Final Prospectus, the Basic
                           Prospectus includes all such information
                           required by the Act and the rules thereunder
                           to be included therein as of the Effective
                           Date. The Company will next file with the
                           Commission pursuant to Rules 415 and
                           424(b)(2) or (5) a final supplement to the
                           form of prospectus included in such
                           registration statement relating to the
                           Securities and the offering thereof. As
                           filed, such final prospectus supplement shall
                           include all required information with respect
                           to the Securities and the offering thereof
                           and, except to the extent the Representatives
                           shall agree in writing to a modification,
                           shall be in all substantive respects in the
                           form furnished to you prior to the Execution
                           Time or, to the extent not completed at the
                           Execution Time, shall contain only such
                           specific additional information and other
                           changes (beyond that contained in the Basic
                           Prospectus and any Preliminary Final
                           Prospectus) as the Company has advised you,
                           prior to the Execution Time, will be included
                           or made therein.

                                  (ii) The Company meets the
                           requirements for the use of Form S-3 under
                           the Act and has filed with the Commission a
                           registration statement (the file number of
                           which is set forth in Schedule I hereto) on
                           such Form, including a basic prospectus, for
                           registration under the Act of the offering
                           and sale of the Securities. The Company may
                           have filed one or more amendments thereto,
                           including a Preliminary Final Prospectus,
                           each of which has previously been furnished
                           to you. The Company will next file with the
                           Commission either (x) a final prospectus
                           supplement relating to the Securities in
                           accordance with Rules 430A and 424(b)(1) or
                           (4), or (y) prior to the effectiveness of
                           such registration statement, an amendment to










                                                                              4










                           such registration statement, including the
                           form of final prospectus supplement. In the
                           case of clause (x), the Company has included
                           in such registration statement, as amended at
                           the Effective Date, all information (other
                           than Rule 430A Information) required by the
                           Act and the rules thereunder to be included
                           in the Final Prospectus with respect to the
                           Securities and the offering thereof. As
                           filed, such final prospectus supplement or
                           such amendment and form of final prospectus
                           supplement shall contain all Rule 430A
                           Information, together with all other such
                           required information, with respect to the
                           Securities and the offering thereof and,
                           except to the extent the Representatives
                           shall agree in writing to a modification,
                           shall be in all substantive respects in the
                           form furnished to you prior to the Execution
                           Time or, to the extent not completed at the
                           Execution Time, shall contain only such
                           specific additional information and other
                           changes (beyond that contained in the Basic
                           Prospectus and any Preliminary Final
                           Prospectus) as the Company has advised you,
                           prior to the Execution Time, will be included
                           or made therein.

                  (b) On the Effective Date, the Registration Statement
         did or will, and when the Final Prospectus is first filed (if
         required) in accordance Rule 424(b) and on the Closing Date,
         the Final Prospectus (and any supplement thereto) will, comply
         in all material respects with the applicable requirements of
         the Act, the Securities Exchange Act of 1934 (the "Exchange
         Act") and the Trust Indenture Act of 1939 (the "Trust Indenture
         Act") and the respective rules thereunder; on the Effective
         Date, the Registration Statement did not or will not contain
         any untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary in
         order to make the statements therein not misleading; on the
         Effective Date and on the Closing Date the Indenture did or
         will comply in all material respects with the requirements of
         the Trust Indenture Act and the rules thereunder; and, on the
         Effective Date, the Final Prospectus, if not filed pursuant to
         Rule 424(b), did not or will not, and on the date of any filing
         pursuant to Rule 424(b)










                                                                              5










         and on the Closing Date, the Final Prospectus (together with any
         supplement thereto) will not, include any untrue statement of a
         material fact or omit to state a material fact necessary in
         order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;
         provided, however, that the Company makes no representations or
         warranties as to (i) that part of the Registration Statement
         which shall constitute the Statement of Eligibility and
         Qualification (Form T-1) under the Trust Indenture Act of the
         Trustee or (ii) the information contained in or omitted from
         the Registration Statement or the Final Prospectus (or any
         supplement thereto) in reliance upon and in conformity with
         information furnished in writing to the Company by or on behalf
         of any Underwriter through the Representatives specifically for
         inclusion in the Registration Statement or the Final Prospectus
         (or any supplement thereto).

                  (c) The terms which follow, when used in this Agreement, shall
         have the meanings indicated. The term "the Effective Date"
         shall mean each date that the Registration Statement and any
         post-effective amendment or amendments thereto became or become
         effective and each date after the date hereof on which a
         document incorporated by reference in the Registration
         Statement is filed. "Execution Time" shall mean the date and
         time that this Agreement is executed and delivered by the
         parties hereto. "Basic Prospectus" shall mean the prospectus
         referred to in paragraph (a) above contained in the
         Registration Statement at the Effective Date including, in the
         case of a Non-Delayed Offering, any Preliminary Final
         Prospectus. "Preliminary Final Prospectus" shall mean any
         preliminary prospectus supplement to the Basic Prospectus which
         describes the Securities and the offering thereof and is used
         prior to filing of the Final Prospectus. "Final Prospectus"
         shall mean the prospectus supplement relating to the Securities
         that is first filed pursuant to Rule 424(b) after the Execution
         Time, together with the Basic Prospectus or, if, in the case of
         a Non-Delayed Offering, no filing pursuant to Rule 424(b) is
         required, shall mean the form of final prospectus relating to
         the Securities, including the Basic Prospectus, included in the
         Registration Statement at the Effective Date. "Registration
         Statement" shall mean the registration statement referred to in
         paragraph (a) above, including incorporated documents,










                                                                              6


         exhibits and financial statements, as amended at the Execution Time
         (or, if not effective at the Execution Time, in the form in
         which it shall become effective) and, in the event any
         post-effective amendment thereto becomes effective prior to the
         Closing Date (as hereinafter defined), shall also mean such
         registration statement as so amended. Such term shall include
         any Rule 430A Information deemed to be included therein at the
         Effective Date as provided by Rule 430A. "Rule 415", "Rule
         424", "Rule 430A" and "Regulation S-K" refer to such rules or
         regulation under the Act. "Rule 430A Information" means
         information with respect to the Securities and the offering
         thereof permitted to be omitted from the Registration Statement
         when it becomes effective pursuant to Rule 430A. Any reference
         herein to the Registration Statement, the Basic Prospectus, any
         Preliminary Final Prospectus or the Final Prospectus shall be
         deemed to refer to and include the documents incorporated by
         reference therein pursuant to Item 12 of Form S-3 which were
         filed under the Exchange Act on or before the Effective Date of
         the Registration Statement or the issue date of the Basic
         Prospectus, any Preliminary Final Prospectus or the Final
         Prospectus, as the case may be; and any reference herein to the
         terms "amend", "amendment" or "supplement" with respect to the
         Registration Statement, the Basic Prospectus, any Preliminary
         Final Prospectus or the Final Prospectus shall be deemed to
         refer to and include the filing of any document under the
         Exchange Act after the Effective Date of the Registration
         Statement or the issue date of the Basic Prospectus, any
         Preliminary Final Prospectus or the Final Prospectus, as the
         case may be, deemed to be incorporated therein by reference. A
         "Non-Delayed Offering" shall mean an offering of securities
         which is intended to commence promptly after the effective date
         of a registration statement, with the result that, pursuant to
         Rules 415 and 430A, all information (other than Rule 430A
         Information) with respect to the securities so offered must be
         included in such registration statement at the effective date
         thereof. A "Delayed Offering" shall mean an offering of
         securities pursuant to Rule 415 which does not commence
         promptly after the effective date of a registration statement,
         with the result that only information required pursuant to Rule
         415 need be included in such registration statement at the
         effective date thereof with respect to the securities so
         offered. Whether the







                                                                              7






         offering of the Securities is a Non-Delayed Offering or a Delayed
         Offering shall be set forth in Schedule I hereto.

                  2. Purchase and Sale. (a) Subject to the terms and conditions
and in reliance upon the representations and warranties herein set
forth, the Company agrees to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the
Company, at the purchase price set forth in Schedule I hereto the
principal amount or number of shares or Units of Securities set forth
opposite such Underwriter's name in Schedule II hereto, except that, in
the case of Debt Securities, if Schedule I hereto provides for the sale
of such Debt Securities pursuant to delayed delivery arrangements, the
respective principal amount of Securities to be purchased by the
Underwriters shall be as set forth in Schedule II hereto less the
respective amounts of Contract Securities determined as provided below.
Securities to be purchased by the Underwriters are herein sometimes
called the "Underwriters' Securities" and Securities to be purchased
pursuant to Delayed Delivery Contracts as hereinafter provided are
herein called "Contract Securities".

                  (b) If so provided in Schedule I hereto, the
Underwriters are authorized to solicit offers to purchase Securities
from the Company pursuant to delayed delivery contracts ("Delayed
Delivery Contracts"), substantially in the form of Schedule II hereto
but with such changes therein as the Company may authorize or approve.
The Underwriters will endeavor to make such arrangements and, as
compensation therefor, the Company will pay to the Representatives, for
the account of the Underwriters, on the Closing Date, the percentage set
forth in Schedule I hereto of the principal amount of the Debt
Securities for which such Delayed Delivery Contracts are made. Delayed
Delivery Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions. The
Company will enter into Delayed Delivery Contracts in all cases where
such sales of Contract Securities arranged by the Underwriters have been
approved by the Company (it being understood that the Company may
reasonably withhold such approval) but, except as the Company may
otherwise agree, each such Delayed Delivery Contract must be for not
less than the minimum principal amount set forth in Schedule I hereto
and the aggregate principal amount set forth in Schedule I hereto and
the






                                                                              8










aggregate principle amount of Contract Securities may not exceed the
maximum aggregate principal amount set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect of the validity
or performance of Delayed Delivery Contracts. The principal amount of
Securities to be purchased by each Underwriter as set forth in Schedule
II hereto shall be reduced by an amount which shall bear the same
proportion to the total principal amount of Contract Securities as the
principal amount of Securities set forth opposite the name of such
Underwriter bears to the aggregate principal amount set forth in
Schedule II hereto, except to the extent that you determine that such
reduction shall be otherwise than in such proportion and so advise the
Company in writing; provided, however, that the total principal amount
of Securities to be purchased by all Underwriters shall be the aggregate
principal amount set forth in Schedule II hereto less the aggregate
principal amount of Contract Securities.

                  3. Delivery and Payment. Delivery of and payment for
the Underwriter's Securities shall be made on the date and at the time
specified in Schedule I hereto (or such later date not later than five
business days after such specified date as the Representatives shall
designate), which date and time may be postponed by agreement between
the Representatives and the Company or as provided in Section 8 hereof
(such date and time of delivery and payment for the Underwriter's
Securities being herein called the "Closing Date"). Delivery of the
Underwriter's Securities shall be made to the Representatives for the
respective accounts of the several Underwriters against payment by the
several Underwriters through the Representatives of the purchase price
thereof to or upon the order of the Company by certified or official
bank check or checks drawn on or by a New York Clearing House bank and
payable in next day funds. Delivery of the Underwriter's Securities
shall be made at such location as the Representatives shall reasonably
designate at least one business day in advance of the Closing Date and
payment for the Securities shall be made at the office specified in
Schedule I hereto. Certificates for the Underwriter's Securities shall
be registered in such names and in such denominations as the
Representatives may request not less than three full business days in
advance of the Closing Date.

                  The Company agrees to have the Underwriter's
Securities available for inspection, checking and packaging






                                                                              9










by the Representatives in New York, New York, not later than 1:00 PM on the
business day prior to the Closing Date.

                  4.  Agreements.  The Company agrees with the
several Underwriters that:

                  (a) The Company will use its best efforts to cause the
         Registration Statement, if not effective at the Execution Time,
         and any amendment thereto, to become effective. Prior to the
         termination of the offering of the Securities, the Company will
         not file any amendment of the Registration Statement or
         supplement (including the Final Prospectus or any Preliminary
         Final Prospectus) to the Basic Prospectus unless the Company
         has furnished you a copy for your review prior to filing and
         will not file any such proposed amendment or supplement to
         which you reasonably object. Subject to the foregoing sentence,
         the Company will cause the Final Prospectus, properly
         completed, and any supplement thereto to be filed with the
         Commission pursuant to the applicable paragraph of Rule 424(b)
         within the time period prescribed and will provide evidence
         satisfactory to the Representatives of such timely filing. The
         Company will promptly advise the Representatives (i) when the
         Registration Statement, if not effective at the Execution Time,
         and any amendment thereto, shall have become effective, (ii)
         when the Final Prospectus, and any supplement thereto, shall
         have been filed with the Commission pursuant to Rule 424(b),
         (iii) when, prior to termination of the offering of the
         Securities, any amendment to the Registration Statement shall
         have been filed or become effective, (iv) of any request by the
         Commission for any amendment of the Registration Statement or
         supplement to the Final Prospectus or for any additional
         information, (v) of the issuance by the Commission of any stop
         order suspending the effectiveness of the Registration
         Statement or the institution or threatening of any proceeding
         for that purpose and (vi) of the receipt by the Company of any
         notification with respect to the suspension of the
         qualification of the Securities for sale in any jurisdiction or
         the initiation or threatening of any proceeding for such
         purpose. The Company will use its best efforts to prevent the
         issuance of any such stop order and, if issued, to obtain as
         soon as possible the withdrawal thereof.





                                                                             10










                  (b) If, at any time when a prospectus relating to the
         Securities is required to be delivered under the Act, any event
         occurs as a result of which the Final Prospectus as then
         supplemented would include any untrue statement of a material
         fact or omit to state any material fact necessary to make the
         statements therein in the light of the circumstances under
         which they were made not misleading, or if it shall be
         necessary to amend the Registration Statement or supplement the
         Final Prospectus to comply with the Act or the Exchange Act or
         the respective rules thereunder, the Company promptly will (i)
         prepare and file with the Commission, subject to the second
         sentence of paragraph (a) of this Section 4, an amendment or
         supplement which will correct such statement or omission or
         effect such compliance and (ii) supply any supplemented
         Prospectus to you in such quantities as you may reasonably
         request.

                  (c) As soon as practicable, the Company will make generally
         available to its security holders and to the Representatives an
         earnings statement or statements of the Company and its
         subsidiaries which will satisfy the provisions of Section 11(a)
         of the Act and Rule 158 under the Act.

                  (d) The Company will furnish to the Representatives and
         counsel for the Underwriters, without charge, copies of the
         Registration Statement (including exhibits thereto) and, so
         long as delivery of a prospectus by an Underwriter or dealer
         may be required by the Act, as many copies of any Preliminary
         Final Prospectus and the Final Prospectus and any supplement
         thereto as the Representatives may reasonably request. The
         Company will pay the expenses of printing or other production
         of all documents relating to the offering.

                  (e) The Company will arrange for the qualification of the
         Securities and any Debt Securities, Common Stock, Class C
         Common Stock, Preferred Stock, Convertible Preferred Stock, or
         Nonconvertible Preferred Stock that may be issuable pursuant to
         the exercise, conversion or exchange, as the case may be, of
         the Securities offered by the Company, for sale under the laws
         of such jurisdictions as the Representatives may designate
         (provided, however, that in connection therewith, the Company
         will






                                                                             11




         not be required to (i) qualify generally to do business in any
         jurisdiction where it is not then so qualified, (ii) subject
         itself to taxation in any such jurisdiction or (iii) consent to
         general service of process in any such jurisdiction where it is
         not then so subject), will maintain such qualifications in
         effect so long as required for the distribution of the
         Securities, will arrange for the determination of the legality
         of the Securities for purchase by institutional investors, and
         will pay the fee of the National Association of Securities
         Dealers, Inc., in connection with its review, if any, of the
         offering.

                  (f) Until the business date set forth on Schedule I hereto,
         the Company will not, without the consent of the
         Representatives, offer, sell or contract to sell, or otherwise
         dispose of, directly or indirectly, or announce the offering
         of, any securities issued or guaranteed by the Company (other
         than the Securities) and other than (i) as specified in
         Schedule I, or (ii) sales of Equity Securities to The Coca-Cola
         Company pursuant to its rights under the Stock Rights and
         Restrictions Agreement (the "Stock Agreement") dated as of
         January 27, 1989.

                  (g) The Company will arrange for the listing of any Equity
         Securities upon notice of issuance on any national securities exchange
         or automated quotation system designated in Schedule I hereto.

                  (h) The Company confirms as of the date hereof that it is in
         compliance with all provisions of Section 1 of Laws of Florida,
         Chapter 92-198, An Act Relating to Disclosure of Doing Business
         with Cuba, and the Company further agrees that if it commences
         engaging in business with the government of Cuba or with any
         person or affiliate located in Cuba after the date the
         Registration Statement becomes or has become effective with the
         Securities and Exchange Commission or with the Florida
         Department of Banking and Finance (the "Department"), whichever
         date is later, or if the information reported in the
         Prospectus, if any, concerning the Company's business with Cuba
         or with any person or affiliate located in Cuba changes in any
         material way, the Company will provide the Department notice of
         such business or change, as appropriate, in a form acceptable
         to the Department.







                                                                             12





                  5. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwriters' Securities
shall be subject to the accuracy of the representations and warranties
on the part of the Company contained herein as of the Execution Time and
the Closing Date, to the accuracy of the statements of the Company made
in any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the
following additional conditions:

                  (a) If the Registration Statement has not become effective
         prior to the Execution Time, unless the Representatives agree
         in writing to a later time, the Registration Statement will
         become effective not later than (i) 6:00 PM New York City time,
         on the date of determination of the public offering price, if
         such determination occurred at or prior to 3:00 PM New York
         City time on such date or (ii) 12:00 Noon on the business day
         following the day on which the public offering price was
         determined, if such determination occurred after 3:00 PM New
         York City time on such date; if filing of the Final Prospectus,
         or any supplement thereto, is required pursuant to Rule 424(b),
         the Final Prospectus, and any such supplement, shall have been
         filed in the manner and within the time period required by Rule
         424(b); and no stop order suspending the effectiveness of the
         Registration Statement shall have been issued and no
         proceedings for that purpose shall have been instituted or
         threatened.

                  (b) The Company shall have furnished to the Representatives
         the opinion of Witt, Gaither & Whitaker, P.C., counsel for the
         Company, dated the Closing Date, to the effect that:

                           (i) each of the Company, Coca-Cola Bottling Co.
                  Affiliated, Inc., Coca-Cola Bottling Company of
                  Mobile, Inc., Coca-Cola Bottling Company of Nashville,
                  Inc., Coca-Cola Bottling Company of Roanoke, Inc.,
                  Columbus Coca-Cola Bottling Company, Panama City
                  Coca-Cola Bottling Company, Tennessee Soft Drink
                  Production Company, The Coca-Cola Bottling Company of
                  West Virginia, Inc., Metrolina Bottling Company, COBC,
                  Inc., ECBC, Inc., MOBC, Inc., NABC, Inc., PCBC, Inc.,
                  ROBC, Inc., WCBC, Inc., and WVBC, Inc. (individually a
                  "Subsidiary" and collectively the "Subsidiaries"),





                                                                             13



                  is duly incorporated and validly exists as a corporation in
                  good standing under the laws of the jurisdiction in
                  which it is chartered or organized, with full
                  corporate power and authority to own, lease and
                  operate its properties, and conduct its business as
                  described in the Final Prospectus, and is duly
                  qualified to do business as a foreign corporation and
                  is in good standing under the laws of each
                  jurisdiction which requires such qualification wherein
                  it owns or leases material properties or conducts
                  material business, other than jurisdictions, except
                  where the failure so to qualify would not have a
                  material adverse effect.

                         (ii) the Company's 50% owned general partnership,
                  Piedmont Coca-Cola Bottling Partnership ("Piedmont")
                  is duly organized and validly existing under the laws
                  of the State of Delaware, with full power and
                  authority to own, lease and operate its properties,
                  and to conduct its business as described in the Final
                  Prospectus and each of its corporate partners is duly
                  registered and qualified and is in good standing as a
                  foreign corporation authorized to do business in each
                  jurisdiction which requires such qualification wherein
                  Piedmont owns or leases material properties or
                  conducts material business, other than jurisdictions,
                  except where the failure so to qualify would not have
                  a material adverse effect.

                       (iii) all the outstanding shares of capital stock
                  of each Subsidiary have been duly and validly
                  authorized and issued and are fully paid and
                  nonassessable, and, except as otherwise set forth in
                  the Final Prospectus, all outstanding shares of
                  capital stock of the Subsidiaries and the 50%
                  partnership interest in Piedmont are owned by the
                  Company either directly or through wholly owned
                  subsidiaries free and clear of any perfected security
                  interest and, to the knowledge of such counsel, after
                  due inquiry, any other security interests, claims,
                  liens or encumbrances;

                         (iv) the Company's authorized equity
                  capitalization is as set forth in the Final
                  Prospectus; the Securities conform to the








                                                                             14





                  description thereof contained in the Final Prospectus;
                  and, if the Securities are to be listed on any
                  securities exchange or automated quotation system,
                  authorization therefor has been given, subject to
                  official notice of issuance and evidence of
                  satisfactory distribution, or the Company has filed a
                  preliminary listing application and all required
                  supporting documents with respect to the Securities
                  with such securities exchange or automated quotation
                  system and such counsel has no reason to believe that
                  the Securities will not be authorized for listing,
                  subject to official notice of issuance and evidence of
                  satisfactory distribution;

                           (v) in the case of an offering of Debt Securities,
                  the Indenture has been duly authorized, executed and
                  delivered, and has been duly qualified under the Trust
                  Indenture Act; the Indenture constitutes a legal,
                  valid and binding instrument enforceable against the
                  Company in accordance with its terms (subject, as to
                  enforcement of remedies, to applicable bankruptcy,
                  reorganization, insolvency, fraudulent transfer,
                  moratorium or other laws relating to or affecting the
                  enforcement of creditors' rights generally from time
                  to time in effect and by general equitable principles,
                  including, without limitation, concepts of
                  materiality, reasonableness, good faith and fair
                  dealing, regardless of whether such enforceability is
                  considered in equity or at law); and the Debt
                  Securities have been duly authorized and, when
                  executed and authenticated in accordance with the
                  provisions of the Indenture and delivered to and paid
                  for by the Underwriters pursuant to this Agreement, in
                  the case of the Underwriters' Securities, or by the
                  purchasers thereof pursuant to Delayed Delivery
                  Contracts, in the case of any Contract Securities,
                  will constitute legal, valid and binding obligations
                  of the Company, be convertible or exercisable for
                  other securities of the Company in accordance with
                  their terms as set forth in the Final Prospectus, as
                  the case may be, and will be entitled to the benefits
                  of the Indenture; if the Debt Securities are
                  convertible or exercisable into Equity Securities, the
                  shares of Equity Securities issuable upon such
                  conversion






                                                                             15










                  or exercise will have been duly authorized and
                  reserved for issuance upon such conversion and, when
                  issued upon such conversion, will be validly issued,
                  fully paid and nonassessable; the outstanding shares
                  of such Equity Securities will have been duly
                  authorized and issued, will be fully paid and
                  nonassessable and will conform to the description
                  thereof contained in the Final Prospectus; and the
                  holders of outstanding capital stock of the Company
                  have no preemptive rights with respect to any of such
                  shares of Equity Securities issuable upon such
                  conversion, except as provided in the Stock Agreement;

                         (vi) in the case of an offering of Common Stock or
                  Class C Common Stock, the shares of Common Stock or
                  Class C Common Stock have been duly and validly
                  authorized and, when issued and delivered and paid for
                  by the Underwriters pursuant to this agreement, will
                  be fully paid and nonassessable and will conform to
                  the description thereof contained in the Final
                  Prospectus; the Common Stock has been duly authorized
                  for listing, subject to official notice of issuance,
                  on the National Association of Securities Dealers
                  Automated Quotation National Market System; the
                  certificates for the Common Stock or Class C Common
                  Stock are in valid and sufficient form; and the
                  holders of outstanding shares of capital stock of the
                  Company are not entitled to preemptive or other rights
                  to subscribe for the Common Stock or Class C Common
                  Stock, except as provided in the Stock Agreement.

                       (vii) in the case of an offering of Preferred Stock,
                  Convertible Preferred Stock or Nonconvertible
                  Preferred Stock, the Company has authorized capital
                  stock as set forth in the Final Prospectus; the shares
                  of Preferred Stock, Convertible Preferred Stock, or
                  Nonconvertible Preferred Stock being delivered at such
                  Closing Date have been duly and validly authorized
                  and, when issued and delivered and paid for by the
                  Underwriters pursuant to this Agreement, will be fully
                  paid and nonassessable; the shares of Preferred Stock,
                  Convertible Preferred Stock, or Nonconvertible
                  Preferred Stock conform to the descriptions thereof
                  contained in the Final






                                                                             16







                  Prospectus; and the stockholders of the Company have no
                  preemptive rights with respect to any of such shares
                  of Preferred Stock, Convertible Preferred Stock or
                  Nonconvertible Preferred Stock, except as provided in
                  the Stock Agreement. If the shares of Preferred Stock
                  or Convertible Preferred Stock being delivered at such
                  Closing Date are convertible or exchangeable into
                  Common Stock or other securities (including
                  Securities), such shares of Preferred Stock or
                  Convertible Preferred Stock are, and the Contract
                  Securities, when so issued, delivered and sold, will
                  be, convertible or exchangeable into Common Stock or
                  such other securities in accordance with their terms;
                  the shares of such Common Stock or other securities
                  initially issuable upon conversion or exchange of such
                  shares of Preferred Stock or Convertible Preferred
                  Stock will have been duly authorized and reserved for
                  issuance upon such conversion or exchange and, when
                  issued upon such conversion or exchange, will be duly
                  issued, fully paid and nonassessable; the outstanding
                  shares of such Common Stock have been duly authorized
                  and issued, are fully paid and nonassessable and
                  conform to the description thereof contained in the
                  Final Prospectus;

                     (viii) to the best knowledge of such counsel, there is no
                  pending or threatened action, suit or proceeding
                  before any court or governmental agency, authority or
                  body or any arbitrator involving the Company or any of
                  its subsidiaries or Piedmont, of a character required
                  to be disclosed in the Registration Statement which is
                  not adequately disclosed in the Final Prospectus, and
                  there is no franchise, contract or other document of a
                  character required to be described in the Registration
                  Statement or Final Prospectus, or to be filed as an
                  exhibit, which is not described or filed as required;
                  and the statements included or incorporated in the
                  Final Prospectus describing any legal proceedings or
                  material contracts or agreements relating to the
                  Company, its subsidiaries and Piedmont fairly
                  summarize such matters;

                         (ix) the Registration Statement has become
                  effective under the Act; any required filing of





                                                                             17










                  the Basic Prospectus, any Preliminary Final Prospectus and the
                  Final Prospectus, and any supplements thereto,
                  pursuant to Rule 424(b) has been made in the manner
                  and within the time period required by Rule 424(b); to
                  the best knowledge of such counsel, no stop order
                  suspending the effectiveness of the Registration
                  Statement has been issued, no proceedings for that
                  purpose have been instituted or threatened, and the
                  Registration Statement and the Final Prospectus (other
                  than the financial statements and other financial and
                  statistical information contained therein as to which
                  such counsel need express no opinion) comply as to
                  form in all material respects with the applicable
                  requirements of the Act, the Exchange Act and the
                  Trust Indenture Act and the respective rules
                  thereunder; and such counsel has no reason to believe
                  that at the Effective Date the Registration Statement
                  contained any untrue statement of a material fact or
                  omitted to state any material fact required to be
                  stated therein or necessary to make the statements
                  therein not misleading or that the Final Prospectus
                  includes any untrue statement of a material fact or
                  omits to state a material fact necessary to make the
                  statements therein, in the light of the circumstances
                  under which they were made, not misleading;

                           (x) this Agreement has been duly authorized,
                  executed and delivered by the Company;

                         (ix) any Delayed Delivery Contracts have been duly
                  authorized, executed and delivered by the Company and
                  are valid and binding agreements of the Company
                  enforceable in accordance with their terms (subject,
                  as to enforcement of remedies, to applicable
                  bankruptcy, reorganization, insolvency, fraudulent
                  transfer, moratorium or other laws relating to or
                  affecting the enforcement of creditors' rights
                  generally from time to time in effect and by general
                  equitable principles, including, without limitation,
                  concepts of materiality, good faith and fair dealing,
                  regardless of whether such enforceability is
                  considered in equity or at law);








                                                                             18










                       (xii) no consent, approval, authorization or
                  order of any court or governmental agency or body is
                  required for the consummation of the transactions
                  contemplated herein or in any Delayed Delivery
                  Contracts, except such as have been obtained under the
                  Act and such as may be required under the blue sky
                  laws of any jurisdiction in connection with the
                  purchase and distribution of the Securities by the
                  Underwriters and such other approvals (specified in
                  such opinion) as have been obtained;

                     (xiii) neither the execution and delivery of the
                  Indenture, the issue and sale of the Securities, nor
                  the consummation of any other of the transactions
                  herein contemplated nor the fulfillment of the terms
                  hereof or of any Delayed Delivery Contracts will
                  conflict with, result in a breach or violation of, or
                  constitute a default under any law or the charter or
                  by-laws of the Company or the terms of any indenture
                  or other agreement or instrument known to such counsel
                  and to which the Company or any of its subsidiaries or
                  Piedmont is a party or bound or any judgment, order or
                  decree known to such counsel to be applicable to the
                  Company or any of its subsidiaries or Piedmont of any
                  court, regulatory body, administrative agency,
                  governmental body or arbitrator having jurisdiction
                  over the Company or any of its subsidiaries or
                  Piedmont;

                       (xiv) the information, if any, in the Final
                  Prospectus under "Taxation", has been reviewed by them
                  and constitutes a complete and accurate summary of the
                  matters disclosed thereunder;

                         (xv) no holders of securities of the Company
                  have rights to the registration of such securities
                  under the Registration Statement; and

                       (xvi) such other legal opinions as are set
                  forth on Schedule I hereto.

         In rendering such opinion, Witt, Gaither & Whitaker, P.C. may rely (A)
         as to matters involving the application of laws of any jurisdiction
         other than the States of Delaware and Tennessee or the United States,
         to the extent deemed proper and specified in such






                                                                             19










         opinion, upon the opinion of other counsel of good standing
         believed to be reliable and who are satisfactory to counsel for
         the Underwriters and (B) as to matters of fact, to the extent
         deemed proper, on certificates of responsible officers of the
         Company and public officials. References to the Final
         Prospectus in this paragraph (b) include any supplements
         thereto at the Closing Date.

                  (c) The Representatives shall have received from
         Cravath, Swaine & Moore, counsel for the Underwriters, such
         opinion or opinions, dated the Closing Date, with respect to
         the issuance and sale of the Securities, the Indenture, any
         Delayed Delivery Contracts, the Registration Statement, the
         Final Prospectus (together with any supplement thereto) and
         other related matters as the Representatives may reasonably
         require, and the Company shall have furnished to such counsel
         such documents as they may reasonably request for the purpose
         of enabling them to pass upon such matters.

                  (d) The Company shall have furnished to the
         Representatives a certificate of the Company, signed by the
         Chairman of the Board or the President and the principal
         financial or accounting officer of the Company, dated the
         Closing Date, to the effect that the signers of such
         certificate have carefully examined the Registration Statement,
         the Final Prospectus, any supplement to the Final Prospectus
         and this Agreement and that:

                           (i) the representations and warranties of the
                  Company in this Agreement are true and correct in all
                  material respects on and as of the Closing Date with
                  the same effect as if made on the Closing Date and the
                  Company has complied with all the agreements and
                  satisfied all the conditions on its part to be
                  performed or satisfied at or prior to the Closing
                  Date;

                         (ii) no stop order suspending the effectiveness
                  of the Registration Statement has been issued and no
                  proceedings for that purpose have been instituted or,
                  to the Company's knowledge, threatened; and

                       (iii) since the date of the most recent
                  financial statements included in the Final






                                                                             20










                  Prospectus (exclusive of any supplement thereto), there has
                  been no material adverse change in the condition
                  (financial or other), earnings, business affairs,
                  properties or business prospects of the Company and
                  its subsidiaries or Piedmont, whether or not arising
                  from transactions in the ordinary course of business,
                  except as set forth in or contemplated in the Final
                  Prospectus (exclusive of any supplement thereto).

                  (e) At the Closing Date, Price Waterhouse shall have
         furnished to the Representatives a letter or letters (which may
         refer to letters previously delivered to one or more of the
         Representatives), dated as of the Closing Date, in form and
         substance satisfactory to the Representatives, confirming that
         they are independent accountants within the meaning of the Act
         and the Exchange Act and the respective applicable published
         rules and regulations thereunder and that they have performed
         the procedures specified by the American Institute of Certified
         Public Accountants for a review of interim financial
         information in accordance with, and as described in, Statement
         of Auditing Standards No. 71 for the latest unaudited financial
         statements in or incorporated in the Registration Statement or
         the Final Prospectus and stating in effect that:

                           (i) in their opinion the audited financial
                  statements and financial statement schedules and any
                  pro forma financial statements of the Company and its
                  subsidiaries and of Piedmont included or incorporated
                  in the Registration Statement and the Final Prospectus
                  and reported on by them comply in form in all material
                  respects with the applicable accounting requirements
                  of the Act and the Exchange Act and the related
                  published rules and regulations;

                         (ii) on the basis of a reading of the latest
                  unaudited financial statements made available by the
                  Company and its subsidiaries; their limited review in
                  accordance with standards established by the American
                  Institute of Certified Public Accountants under
                  Statement of Auditing Standards No. 71, of the
                  unaudited interim financial information of the Company
                  and its subsidiaries; carrying out certain specified
                  procedures (but not






                                                                            21










                  an examination in accordance with generally accepted
                  auditing standards) which would not necessarily reveal
                  matters of significance with respect to the comments
                  set forth in such letter; a reading of the minutes of
                  the meetings of the stockholders, directors and the
                  executive, finance, audit, pension and compensation
                  committees of the Company and the Subsidiaries and of
                  the partnership proceedings of Piedmont; and inquiries
                  of certain officials of the Company and Piedmont who
                  have responsibility for financial and accounting
                  matters of the Company and its subsidiaries and of
                  Piedmont as to transactions and events subsequent to
                  the date of the most recent audited financial
                  statements in or incorporated in the Final Prospectus,
                  nothing came to their attention which caused them to
                  believe that:

                                    (1) any unaudited financial statements
                           included or incorporated in the Registration
                           Statement and the Final Prospectus do not
                           comply in form in all material respects with
                           applicable accounting requirements and with
                           the published rules and regulations of the
                           Commission with respect to financial
                           statements included or incorporated in
                           quarterly reports on Form 10-Q under the
                           Exchange Act; or that said unaudited
                           financial statements are not in conformity
                           with generally accepted accounting principles
                           applied on a basis substantially consistent
                           with that of the audited financial statements
                           included or incorporated in the Registration
                           Statement and the Final Prospectus;

                                    (2) with respect to the period
                           subsequent to the date of the most recent
                           financial statements (other than any capsule
                           information), audited or unaudited, in or
                           incorporated in the Registration Statement
                           and the Final Prospectus, there were any
                           increases, at a specified date not more than
                           five business days prior to the date of the
                           letter, in the long-term debt of the Company
                           and its subsidiaries and of Piedmont or
                           capital stock of the Company, or decreases in
                           the stockholders' equity of the Company as







                                                                             22










                           compared with the amounts shown on the most
                           recent consolidated balance sheet included or
                           incorporated in the Registration Statement
                           and the Final Prospectus, or for the period
                           from the date of the most recent financial
                           statements included or incorporated in the
                           Registration Statement and the Final
                           Prospectus to such specified date there were
                           any decreases, as compared with the
                           corresponding period in the preceding year in
                           net sales, gross margin, income from
                           operations, income before income taxes and
                           effect of accounting changes or in total or
                           per share amounts of net income applicable to
                           common stockholders of the Company and its
                           subsidiaries, except in all instances for
                           changes or decreases set forth in such
                           letter, in which case the letter shall be
                           accompanied by an explanation by the Company
                           as to the significance thereof unless said
                           explanation is not deemed necessary by the
                           Representatives;

                                    (3) the information included in the
                           Registration Statement and Prospectus in
                           response to Regulation S-K, Item 301
                           (Selected Financial Data), Item 302
                           (Supplementary Financial Information), Item
                           402 (Executive Compensation) and Item 503(d)
                           (Ratio of Earnings to Fixed Charges) is not
                           in conformity with the applicable disclosure
                           requirements of Regulation S-K; or

                                    (4) the amounts included in any unaudited
                           "capsule" information included or
                           incorporated in the Registration Statement
                           and the Final Prospectus do not agree with
                           the amounts set forth in the unaudited
                           financial statements for the same periods or
                           were not determined on a basis substantially
                           consistent with that of the corresponding
                           amounts in the audited financial statements
                           included or incorporated in the Registration
                           Statement and the Final Prospectus;

                       (iii) they have performed certain other specified
                  procedures as a result of which they determined that certain
                  information of an







                                                                            23










                  accounting, financial or statistical nature (which is
                  limited to accounting, financial or statistical
                  information derived from the general accounting
                  records of the Company, its subsidiaries and Piedmont)
                  set forth in the Registration Statement and the Final
                  Prospectus and in Exhibit 12 to the Registration
                  Statement, including the information included or
                  incorporated in Items 1, 2, 6, 7 and 11 of the
                  Company's Annual report on Form 10-K, incorporated in
                  the Registration Statement and the Prospectus, and the
                  information included in the "Management's Discussion
                  and Analysis of Financial Condition and Results of
                  Operations" included or incorporated in the Company's
                  Quarterly Reports on Form 10-Q, incorporated in the
                  Registration Statement and the Final Prospectus,
                  agrees with the accounting records of the Company, its
                  subsidiaries and Piedmont, excluding any questions of
                  legal interpretation; and

                         (iv) if unaudited pro forma financial statements are
                  included or incorporated in the Registration Statement
                  and the Final Prospectus, on the basis of a reading of
                  the unaudited pro forma financial statements, carrying
                  out certain specified procedures, inquiries of certain
                  officials of the Company and the acquired company who
                  have responsibility for financial and accounting
                  matters, and proving the arithmetic accuracy of the
                  application of the pro forma adjustments to the
                  historical amounts in the pro forma financial
                  statements, nothing came to their attention which
                  caused them to believe that the pro forma financial
                  statements do not comply in form in all material
                  respects with the applicable accounting requirements
                  of Rule 11-02 of Regulation S-X or that the pro forma
                  adjustments have not been properly applied to the
                  historical amounts in the compilation of such
                  statements.

                  References to the Final Prospectus in this paragraph (e)
include any supplement thereto at the date of the letter.

                  In addition, except as provided in Schedule I hereto, at the
Execution Time, Price Waterhouse shall have furnished to the Representatives a
letter or letters, dated





                                                                             24










as of the Execution Time, in form and substance satisfactory
to the Representatives, to the effect set forth above.

                  (f) Subsequent to the Execution Time or, if earlier,
         the dates as of which information is given in the Registration
         Statement (exclusive of any amendment thereof) and the Final
         Prospectus (exclusive of any supplement thereto), there shall
         not have been (i) any change or decrease specified in the
         letter or letters referred to in paragraph (e) of this Section
         5 or (ii) any change, or any development involving a
         prospective change, in or affecting the business or properties
         of the Company, its subsidiaries and Piedmont the effect of
         which, in any case referred to in clause (i) or (ii) above, is,
         in the judgment of the Representatives, so material and adverse
         as to make it impractical or inadvisable to proceed with the
         offering or delivery of the Securities as contemplated by the
         Registration Statement (exclusive of any amendment thereof) and
         the Final Prospectus (exclusive of any supplement thereto).

                  (g) Subsequent to the Execution Time, there shall not
         have been any decrease in the rating of any of the Company's
         debt securities by any "nationally recognized statistical
         rating organization" (as defined for purpose of Rule 436(g)
         under the Act) or any notice given of any intended or potential
         decrease in any such rating or of a possible change in any such
         rating that does not indicate the direction of the possible
         change.

                  (h) At the Execution Time, the Company shall have
         furnished to the Representatives a letter from each officer and
         director of the Company and certain major shareholders
         specified in Schedule I hereto, addressed to the
         Representatives, in which each such person agrees not to offer,
         sell or contract to sell, or otherwise dispose of, directly or
         indirectly, or announce an offering of, any shares of Equity
         Securities beneficially owned by such person or any securities
         convertible into, or exchangeable for, shares of such
         Securities for a period specified in Schedule I hereto
         following the Execution Time without the prior written consent
         of the Representatives.

                  (i) Prior to the Closing Date, the Company shall have
         furnished to the Representatives such further legal opinions,
         information, certificates and documents as the Representatives
         may reasonably request.








                                                                             25











                  (j) The Company shall have accepted Delayed Delivery
         Contracts in any case where sales of Contract Securities
         arranged by the Underwriters have been approved by the Company.

                  If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be in all
material respects reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any
time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.

                  The documents required to be delivered by this Section
5 shall be delivered at the office of Cravath, Swaine & Moore, counsel
for the Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York,
New York, on the Closing Date.

                  6.  Reimbursement of Underwriters' Expenses.  If
the sale of the Securities provided for herein is not con-
summated because any condition to the obligations of the
Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or
because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with
any provision hereof other than by reason of a default by
any of the Underwriters, the Company will reimburse the
Underwriters severally upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of one
Underwriters' counsel and one local counsel in each juris-
diction) that shall have been incurred by them in connection
with the proposed purchase and sale of the Securities.

                  7.  Indemnification and Contribution.  (a)  The
Company agrees to indemnify and hold harmless each Under-
writer, the directors, officers, employees and agents of
each Underwriter and each person who controls any Under-
writer within the meaning of either the Act or the Exchange
Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law




                                                                             26










or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in
the registration statement for the registration of the Securities as
originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or
in any amendment thereof or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter
through the Representatives specifically for inclusion therein, and (ii)
such indemnity with respect to any Preliminary Final Prospectus shall
not inure to the benefit of any Underwriter (or any person controlling
such Underwriter) from whom the person asserting any such loss, claim,
damage or liability purchased the Securities which are the subject
thereof if such person did not receive a copy of the Final Prospectus
(or the Final Prospectus as supplemented), excluding documents
incorporated therein by reference, at or prior to the confirmation of
the sale of such Securities to such person in any case where such
delivery is required by the Act and the untrue statement or omission of
a material fact contained in such Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus as
supplemented). This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

                  (b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, each of its directors, each of its officers
who signs the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company to each
Underwriter, but only with reference to written information relating to
such Underwriter furnished to the









                                                                             27










Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability
which any Underwriter may otherwise have. The Company acknowledges that
the statements set forth in the last paragraph of the cover page, under
the heading "Underwriting" or "Plan of Distribution" and, if Schedule I
hereto provides for sales of Securities pursuant to delayed delivery
arrangements, in the last sentence under the heading "Delayed Delivery
Arrangements" in any Preliminary Final Prospectus or the Final
Prospectus constitute the only information furnished in writing by or on
behalf of the several Underwriters for inclusion in the documents
referred to in the foregoing indemnity, and you, as the Representatives,
confirm that such statements are correct.

                  (c) Promptly after receipt by an indemnified party
under this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 7, notify the
indemnifying party in writing of the commencement thereof; but the
failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it
did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying
party shall be entitled to appoint counsel of the indemnifying party's
choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case
the indemnifying party shall not thereafter be responsible for the fees
and expenses of any separate counsel retained by the indemnified party
or parties except as set forth below); provided, however, that such
counsel shall be satisfactory to the indemnified party. Notwithstanding
the indemnifying party's election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall have the
right to employ one separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or





                                                                            28




potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii)
the indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a
reasonable time after notice of the institution of such action or (iv)
the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit
or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action,
suit or proceeding.

                  (d) In the event that the indemnity provided in
paragraph (a) or (b) of this Section 7 is unavailable to or insufficient
to hold harmless an indemnified party for any reason, the Company and
the Underwriters agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same)
(collectively "Losses") to which the Company and one or more of the
Underwriters may be subject in such proportion as is appropriate to
reflect the relative benefits received by the Company and by the
Underwriters from the offering of the Securities; provided, however,
that in no such case shall any Underwriter (except as may be provided in
any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting
discount or commission applicable to the Securities purchased by such
Underwriter hereunder. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company and the
Underwriters shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of
the Company and of the Underwriters in connection with the statements or
omissions which resulted in such Losses as well as any other relevant
equitable






                                                                             29










considerations. Benefits received by the Company shall be deemed to be
equal to the total net proceeds from the offering (before deducting
expenses), and benefits received by the Underwriters shall be deemed to
be equal to the total underwriting discounts and commissions, in each
case as set forth on the cover page of the Final Prospectus. Relative
fault shall be determined by reference to whether any alleged untrue
statement or omission relates to information provided by the Company or
the Underwriters. The Company and the Underwriters agree that it would
not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account
of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, each
person who controls an Underwriter within the meaning of either the Act
or the Exchange Act and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning
of either the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of the
Company shall have the same rights to contribution as the Company,
subject in each case to the applicable terms and conditions of this
paragraph (d).

                  8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the Securities
agreed to be purchased by such Underwriter or Underwriters hereunder and
such failure to purchase shall constitute a default in the performance
of its or their obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set forth opposite
their names in Schedule II hereto bears to the aggregate amount or
number of Securities set forth opposite the names of all the remaining
Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in
the event that the aggregate amount or number of Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount or number of Securities set
forth in Schedule II hereto, the remaining Underwriters shall have the
right to purchase all,








                                                                            30










but shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not purchase all
the Securities, this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company. In the event of a default by
any Underwriter as set forth in this Section 8, the Closing Date shall
be postponed for such period, not exceeding seven days, as the
Representatives shall determine in order that the required changes in
the Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if
any, to the Company and any nondefaulting Underwriter for damages
occasioned by its default hereunder.

                  9. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice
given to the Company prior to delivery of and payment for the
Securities, if prior to such time (i) trading in the Company's Common
Stock or Class C Common Stock shall have been suspended by the New York
Stock Exchange or National Association of Securities Dealers Automated
Quotation National Market System or trading in securities generally on
the New York Stock Exchange or National Association of Securities
Dealers Automated Quotation National Market System shall have been
suspended or limited or minimum prices shall have been established on
[either of] such Exchange or market system, (ii) a banking moratorium
shall have been declared either by Federal or New York State authorities
or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or
war or other calamity or crisis the effect of which on financial markets
is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to proceed with the offering or delivery of
the Securities as contemplated by the Final Prospectus (exclusive of any
supplement thereto).

                  10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and
other statements of the Company or its officers and of the Underwriters
set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf
of any Underwriter or the Company or any of the officers, directors or
controlling persons referred to in Section 7 hereof, and will survive
delivery of and payment for the










                                                                             31










Securities.  The provisions of Sections 6 and 7 hereof shall
survive the termination or cancellation of this Agreement.

                  11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telecopied and confirmed
to them, at the address specified in Schedule I hereto; or, if sent to
the Company, will be mailed, delivered or telecopied and confirmed to it
at 1900 Rexford Road, Charlotte, NC 28211, attention of the Treasurer,
with a copy sent to the Company's counsel, Witt, Gaither & Whitaker,
P.C., at 1100 American National Bank Building, Chattanooga, Tennessee
37402.

                  12. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7 hereof,
and no other person will have any right or obligation hereunder.

                  13. Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New York
without reference to principles of conflicts of laws.







                                                                            32









                  If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company and the several
Underwriters.


                                Very truly yours,

                                Coca-Cola Bottling Co.
                                Consolidated,

                                By: 
                                    Name:
                                    Title:



The foregoing Agreement is hereby confirmed and accepted as of the date
specified in Schedule I hereto.

Citicorp Securities, Inc.
Salomon Brothers Inc

By:      Citicorp Securities, Inc.

By:  
         Name:

         Title:


For themselves and the other several Underwriters, if any, named in
Schedule II to the foregoing Agreement.














                                   SCHEDULE I


Underwriting Agreement dated November 1, 1995

Registration Statement No. 33-54657

Representative(s):  Citicorp Securities, Inc.
                                    Salomon Brothers Inc

Title, Purchase Price and Description of Securities:

         Title:   6.85% Debentures Due 2007

         Principal Amount:  $100,000,000

         Purchase price (include accrued
           interest or amortization, if
           any):  $99,420,138.89 (100% of Principal Amount, less
           a discount of 0.675%, plus accrued interest of
           $95,138.89).

         Sinking fund provisions:  None

         Redemption provisions:  None

         Other provisions:  Notwithstanding Section 3, payment
                  will be mady by wire transfer of immediately
                  available funds

Closing Date, Time and Location:  10:00 a.m. New York City
                  Time on November 6, 1995 at the offices of Cravath, Swaine &
                  Moore, 825 Eighth Avenue, New
                  York, New York  10019

Type of Offering:  Delayed Offering

Delayed Delivery Arrangements:  None

         Fee:

         Minimum principal amount of each contract:  $

         Maximum aggregate principal amount of all contracts:  $

Date     referred to in Section 4(f) after which the Company may offer or sell
         debt securities issued or guaranteed by the Company without the consent
         of the Representative(s): November 15, 1995

Modification of items to be covered by the letter from Price
         Waterhouse LLP delivered pursuant to Section 5(e) at
         the Execution Time:  None










                                   SCHEDULE II


Principal Amount of Securities to Underwriters be Purchased Citicorp Securities, Inc. $ 50,000,000 Salomon Brothers Inc 50,000,000 Total.............................................................................. $100,000,000
II-1



                                  EXHIBIT 4.1





Unless this certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

                       COCA-COLA BOTTLING CO. CONSOLIDATED
                            6.85% DEBENTURES DUE 2007
                               CUSIP No. 191098AB8
                           (Hereinafter "Securities")
                                                                   $100,000,000

         COCA-COLA BOTTLING CO. CONSOLIDATED, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of One Hundred Million Dollars
($100,000,000) on November 1, 2007, and to pay interest thereon from November
1,1995 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on May 1 and November 1 in each year,
commencing May 1, 1996 at the rate of 6.85% per annum, until the principal
hereof is paid or made available for payment, and (to the extent that the
payment of such interest shall be legally enforceable) at the rate of 6.85% per
annum on any overdue principal and premium and on any overdue installment of
interest. Interest payments on this Security will be calculated on the basis of
a 360-day year consisting of twelve 30-day months. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the April 15 or
October 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 11 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.

         Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, New York, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
at the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register.




         This Security is one of a duly authorized issue of securities of the
Company, issued and to be issued in one or more series under an Indenture, dated
as of July 20, 1994, as supplemented and restated by a Supplemental Indenture
dated March 3, 1995 (as supplemented, herein called the "Indenture"), between
the Company and NationsBank of Georgia, National Association, as Trustee (herein
called the "Trustee", which term includes Citibank, N.A., which succeeded to all
of the rights, powers, duties and obligations of the initial trustee under the
Indenture by agreement of all parties, effective September 15, 1995, as well as
any subsequent successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof limited in aggregate
principal amount to $100,000,000.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the right of the Holder of this
Security, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are 





exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:  November 6, 1995

CERTIFICATE OF AUTHENTICATION:                COCA-COLA BOTTLING CO.
                                              CONSOLIDATED
This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.

CITIBANK, N.A., AS TRUSTEE                    By:  __________________________
                                                    David V. Singer
                                                    Chief Financial Officer
By:  ____________________________
        Authorized Officer                    Attest:


                                              ------------------------------
                                                Patricia A. Gill
                                                Assistant Secretary

                                              [SEAL]





                                   ASSIGNMENT

   FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
        IDENTIFYING NUMBER OF ASSIGNEE


       (Name and address of assignee, including zip code, must be printed
                                or typewritten)





      the within Debenture, and all rights thereunder, hereby irrevocably
                          constituting and appointing



Attorney to transfer said Debenture on the books of the within Company, with
full power of substitution in the premises.


Dated:__________________                   _______________________________
                                  NOTICE:  The signature to this assignment must
                                            correspond with the name as it
                                            appears upon the face of the within
                                            or attached Debenture in every
                                            particular, without alteration
                                            or enlargement or any change
                                            whatever.







                      EXHIBIT 10.1





                                             TREASURY BOND 6.45%
                                             RENTAL FACTOR 3.12368%
                                             LEASE FUNDING NO: 95008

                     LEASE SUPPLEMENT TO
            MASTER EQUIPMENT LEASE (the "Master Lease")
                        BETWEEN
            COCA-COLA FINANCIAL CORPORATION ("Lessor")
                          AND
          COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
                    DATED: February 9, 1993


1. Term

        The "Initial Term" shall commence on the 18th day of July, 1995 ("Lease
Commencement Date"); and will continue for a term of one hundred eight (108) 
months ending on 18th day of July, 2004.

2. Rent

       (a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate 
rental charge of $1,495,957.32, payable in arrears in thirty-six (36) quarterly
installments of $41,554.37 each, beginning on October 18, 1995 and continuing
on the same day of each calendar quarter thereafter during the Initial Term, 
with the final such installment being due and payable on July 18, 2004.
       (b) INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments
made by Lessor for Equipment from the date of Lessor's payment, if paid prior
to the Lease Commencement Date, until the Lease Commencement Date. Interim Rent
shall be calculated from the date of such payment on the basis of a rate which
shall be the lesser of (i) a daily rate of .00037 per dollar so paid by Lessor,
(which rate is based on the rate implied by the Basic Rent amount set forth
above), or (ii) a per annum rate applied to the amount so paid by Lessor equal 
to the "Prime Rate" as published in The Wall Street Journal on the last 
business day prior to the date of such payment by Lessor. Interim Rent shall 
be payable in full on the Lease Commencement Date.
      (c) SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent, Lessee
shall pay Lessor all Supplemental Rent provided for in the Master Lease 
including, without limitation, all applicable sales and use taxes.





3.  Location of the Equipment
   
    The location(s) of the Equipment leased is (are) set forth on Exhibit "A"
attached hereto.

4.  Equipment Leased

    The Equipment leased is described on each equipment invoice and 
installation notification subject to this Lease Supplement. The supporting
equipment invoices, installation notifications and equipment serial numbers
are summarized on Exhibit "A" attached hereto.

5. Stipulated Loss Value

   The "Stipulated Loss Value" of each item of Equipment, as of any particular
date of computation, shall be determined with reference to Exhibit "B" attached
hereto by multiplying the original cost of such item of Equipment as stated
on Exhibit "A" hereto by the percentage of the cost of such item set forth
opposite the applicable month number on Exhibit "B" hereto. For this purpose
the applicable month number means the number of months or partial months
elapsed since the Lease Commencement Date. If only a portion of an item of
Equipment is affected by any event causing calculation of "Stipulated Loss
Value" as specified in the Master Lease, and the cost of such portion of the
Equipment cannot be readily determined from the original cost of such item
set forth on Exhibit A, then the Stipulated Loss Value for such portion of
the Equipment shall be as reasonably calculated by Lessor, with written
notice of such amount being sent to Lessee by Lessor.

6. Lease

   This Lease Supplement is executed and delivered under and pursuant
to the terms of the Master Lease, and this Lease Supplement shall be deemed
to be a part of, and shall be governed by the terms and conditions of the
Master Lease. For purposes of this Lease Supplement, capitalized terms which
are used herein but which are not otherwise defined herein shall have
the meanings ascribed to such terms in the Master Lease.




   IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly
executed and delivered by its duly authorized officers, this 18th day
of July, 1995.

 

   LESSEE:

   COCA-COLA BOTTLING CO. CONSOLIDATED

 (CORPORATE SEAL)                         By: (Signature of Brenda B. Jackson) 
                                               Brenda B. Jackson
Attest: (Signature of Patricia A. Gill)   Title: Vice President & Treasurer
Title: Assistant Secretary

Accepted in Atlanta, Georgia, this 26th day of July, 1995

    LESSOR:

    COCA-COLA FINANCIAL CORPORATION

    By:   (Signature of Andre Balfour)
    Title: Operations Manager







                        CERTIFICATE OF ACCEPTANCE


     This Certificate of Acceptance is executed and delivered under and 
pursuant to the terms of that certain Master Equipment Lease dated February
9, 1993 (the "Lease") between Coca-Cola Financial Corporation ("Lessor") and
Coca-Cola Bottling Co. Consolidated ("Lessee"). This Certificate of Acceptance
shall be deemed to be a part of, and shall be governed by, the terms and
conditions of the Lease and words and phrases defined in the Lease shall have
the same meanings in this Certificate of Acceptance.

    The undersigned, the Lessee under the Lease, acknowledges and agrees that
the Equipment described on the manufacturers' invoices summarized on the 
attached Exhibit "A", has been delivered to Lessee and installed and has been
accepted by the Lessee under and pursuant to and subject to all terms and 
conditions of the Lease, and that such Equipment is in good order and 
condition and is of the manufacture, design and capacity selected by Lessee
and is suitable for Lessee's purposes. Lessee understands that Lessor is 
relying on the foregoing certification in its purchase of such Equipment
and, to induce Lessor to purchase such Equipment, Lessee agrees that it will
settle all claims, defenses, set-offs and counterclaims it may have with 
the manufacturer directly with the manufacturer and will not assert any
thereof against Lessor, that its obligation to Lessor is absolute, and that
Lessor is neither the manufacturer, distributor nor seller of such Equipment.

   This Certificate of Acceptance does not and shall not limit, abrogate or
detract from any rights or claims against any manufacturer or vendor of the
Equipment including, but not limited to, any warranties or representations
written or oral, statutory, express or implied.

    IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance
to be executed and delivered by its duly authorized officers, the 18th
day of July, 1995.

(CORPORATE SEAL)                         LESSEE: COCA-COLA BOTTLING CO.
CONSOLIDATED

Attest: (Signature of Patricia A. Gill)  By: (Signature of Brenda B. Jackson)
                                              Brenda B. Jackson

Title:  Assistant Secretary              Title: Vice President & Treasurer








                 EXHIBIT 10.2




                                                   TREASURY BOND 6.79%
                                                   RENTAL FACTOR 3.16478%
                                                   LEASE FUNDING NO: 95009


                        LEASE SUPPLEMENT TO
            MASTER EQUIPMENT LEASE (the "Master Lease")
                          BETWEEN
           COCA-COLA FINANCIAL CORPORATION ("Lessor")
                           AND
         COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
                     DATED: February 9, 1993


1. Term

   The "Initial Term" shall commence on the 14th day of August, 1995 ("Lease
Commencement Date"); and will continue for a term of one hundred eight (108)
months ending on 14th day of August, 2004.

2. Rent

   (a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $2,128,819.68, payable in arrears in thirty-six (36) quarterly
installments of $59,133.88 each, beginning on November 14, 1995 and continuing
on the same day of each calendar quarter thereafter during the Initial Term,
with the final such installment being due and payable on August 14, 2004.
   (b) INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments
made by Lessor for Equipment from the date of Lessor's payment, if paid prior
to the Lease Commencement Date, until the Lease Commencement Date. Interim
Rent shall be calculated from the date of such payment on the basis of a rate
which shall be the lesser of (i) a daily rate of .00037 per dollar so paid by
Lessor, (which rate is based on the rate implied by the Basic Rent amount set
forth above), or (ii) a per annum rate applied to the amount so paid by Lessor
equal to the "Prime Rate" as published in THE WALL STREET JOURNAL on the last
business day prior to the date of such payment by Lessor. Interim Rent shall
be payable in full on the Lease Commencement Date.
   (c) SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent, Lessee
shall pay Lessor all Supplemental Rent provided for in the Master Lease
including, without limitation, all applicable sales and use taxes.



3. Location of the Equipment

   The location(s) of the Equipment leased is (are) set forth on Exhibit
"A" attached hereto.

4. Equipment Leased

  The Equipment leased is described on each equipment invoice and installation
notification subject to this Lease Supplement. The supporting equipment 
invoices, installation notifications and equipment serial numbers are
summarized on Exhibit "A" attached hereto.

5. Stipulated Loss Value

  The "Stipulated Loss Value" of each item of Equipment, as of any particular
date of computation, shall be determined with reference to Exhibit "B" attached
hereto by multiplying the original cost of such item of Equipment as stated on
Exhibit "A" hereto by the percentage of the cost of such item set forth 
opposite the applicable month number on Exhibit "B" hereto. For this purpose
the applicable month number means the number of months or partial months
elapsed since the Lease Commencement Date. If only a portion of an item of
Equipment is affected by any event causing calculation of "Stipulated
Loss Value" as specified in the Master Lease, and the cost of such portion
of the Equipment cannot be readily determined from the original cost of
such item set forth on Exhibit A, then the Stipulated Loss Value for such 
portion of the Equipment shall be as reasonably calculated by Lessor, with
written notice of such amount being sent to Lessee by Lessor.

6. Lease

   This Lease Supplement is executed and delivered under and pursuant to the
terms of the Master Lease, and this Lease Supplement shall be deemed to be a
part of, and shall be governed by the terms and conditions of the Master
Lease. For purposes of this Lease Supplement, capitalized terms which are
used herein but which are not otherwise defined herein shall have the
meanings ascribed to such terms in the Master Lease.




  IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly
executed and delivered by its duly authorized officers, this 14th day
of August, 1995.



   LESSEE:
  

   COCA-COLA BOTTLING CO. CONSOLIDATED


(CORPORATE SEAL)                          By: (Signature of Brenda B. Jackson)
                                               Brenda B. Jackson

Attest:  (Signature of Patricia A. Gill)  Title: Vice President & Treasurer

Title:  Assistant Secretary

Accepted in Atlanta, Georgia, this 14th day of August, 1995.

    LESSOR:
    
    COCA-COLA FINANCIAL CORPORATION

    By: (Signature of Andre Balfour)
    Title: Operations Manager



          CERTIFICATE OF ACCEPTANCE

    This Certificate of Acceptance is executed and delivered under and pursuant
to the terms of that certain Master Equipment Lease dated February 9, 1993 (the
"Lease") between Coca-Cola Financial Corporation ("Lessor") and Coca-Cola 
Bottling Co. Consolidated ("Lessee"). This Certificate of Acceptance shall be
deemed to be a part of, and shall be governed by, the terms and conditions of 
the Lease and words and phrases defined in the Lease shall have the same 
meanings in this Certificate of Acceptance. 

  The undersigned, the Lessee under the Lease, acknowledges and agrees that the
Equipment described on the manufacturers' invoices summarized on the attached 
Exhibit "A", has been delivered to Lessee and installed and has been accepted 
by the Lessee under and pursuant to and subject to all terms and conditions of
the Lease, and that such Equipment is in good order and condition and is of the
manufacture, design and capacity selected by Lessee and is suitable for 
Lessee's purposes. Lessee understands that Lessor is relying on the foregoing 
certification in its purchase of such Equipment and, to induce Lessor to 
purchase such Equipment, Lessee agrees that it will settle all claims, defenses,
set-offs and counterclaims it may have with the manufacturer directly with the
manufacturer and will not assert any thereof against Lessor, that its obligation
to Lessor is absolute, and that Lessor is neither the manufacturer, distributor
nor seller of such Equipment.

   This Certificate of Acceptance does not and shall not limit, abrogate or
detract from any rights or claims against any manufacturer or vendor of the
Equipment including, but not limited to, any warranties or representations 
written or oral, statutory, express or implied.

   IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to be
executed and delivered by its duly authorized officers, the 14th day of 
August, 1995.

(CORPORATE SEAL)                      LESSEE: COCA-COLA BOTTLING CO.
CONSOLIDATED

Attest: /s/ Patricia A. Gill          By: /s/ Brenda B. Jackson
                                          Brenda B. Jackson
Title: Assistant Secretary            Title: Vice President & Treasurer







                                                        









                                    Exhibit 10.3











                                                 TREASURY BOND 6.33%
                                                 RENTAL FACTOR 3.08927%
                                                 LEASE FUNDING NO: 95010



                     LEASE SUPPLEMENT TO
             MASTER EQUIPMENT LEASE (the "Master Lease")
                          BETWEEN
             COCA-C0LA FINANCIAL CORPORATION ("Lessor")
                           AND
           COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
                    DATED: February 9, 1993


1.   Term

    The "Initial Term" shall commence on the 8TH day of September, 1995
("Lease Commencement Date"); and will continue for a term of one hundred
eight (108) months ending on 8th day of September, 2004.

2.   Rent

     (a)  BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,107,408.96, payable in arrears in thirty-six (36)
quarterly installments of $30,761.36 each, beginning on December 8, 1995
and continuing on the same day of each calendar quarter thereafter during
the Initial Term, with the final such installment being due and payable
on September 8, 2004.

     (b)  INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments
made by Lessor for Equipment from the date of Lessor's payment, if paid
prior to the Lease Commencement Date, until the Lease Commencement Date.
Interim Rent shall be calculated from the date of such payment on the basis
of a rate which shall be the lesser of (i) a daily rate of .00037 per dollar
so paid by Lessor, (which rate is based on the rate implied by the Basic
Rent amount set forth above), or (ii) a per annum rate applied to the amount
so paid by Lessor equal to the "Prime Rate" as published in THE WALL STREET
JOURNAL on the last business day prior to the date of such payment by Lessor.
Interim Rent shall be payable in full on the Lease Commencement Date.

    (c)  SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent,
Lessee shall pay Lessor all Supplemental Rent provided for in the Master
Lease including, without limitation, all applicable sales and use taxes.




3.    Location of the Equipment

      The location(s) of the Equipment leased is (are) set forth on 
Exhibit "A" attached hereto.

4.    Equipment Leased

      The Equipment leased is described on each equipment invoice and
installation notification subject to this Lease Supplement. The supporting
equipment invoices, installation notifications and equipment serial numbers
are summarized on Exhibit "A" attached hereto.

5.    Stipulated Loss Value

      The "Stipulated Loss Value" of each item of Equipment, as of any
particular date of computation, shall be determined with reference to
Exhibit "B" attached hereto by multiplying the original cost of such
item of Equipment as stated on Exhibit "A" hereto by the percentage of
the cost of such item set forth opposite the applicable month number
on Exhibit "B" hereto. For this purpose the applicable month number means
the number of months or partial months elapsed since the Lease Commencement
Date. If only a portion of an item of Equipment is affected by any event
causing calculation of "Stipulated Loss Value" as specified in the Master
Lease, and the cost of such portion of the Equipment cannot be readily
determined from the original cost of such item set forth on Exhibit A, then
the Stipulated Loss Value for such portion of the Equipment shall be as
reasonably calculated by Lessor, with written notice of such amount
being sent to Lessee by Lessor.

6.    Lease

      This Lease Supplement is executed and delivered under and pursuant
to the terms of the Master Lease, and this Lease Supplement shall be deemed
to be a part of, and shall be governed by the terms and conditions of the 
Master Lease. For purposes of this Lease Supplement, capitalized terms
which are used herein but which are not otherwise defined herein shall
have the meanings ascribed to such terms in the Master Lease.





    IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly
executed and delivered by its duly authorized officers, this 8th day of
September, 1995.


    LESSEE:

    COCA-COLA BOTTLING CO. CONSOLIDATED

(CORPORATE SEAL)                   By:     /s/ Brenda B. Jackson
                                               Brenda B. Jackson

Attest:  /s/ Patricia A. Gill      Title: Vice President & Treasurer

Title: Assistant Secretary


Accepted in Atlanta, Georgia, this 18th day of September, 1995.


    LESSOR:

    COCA-COLA FINANCIAL CORPORATION

    By:  /s/  Andre Balfour

    Title:   Operations Manager





           CERTIFICATE OF ACCEPTANCE

     This Certificate of Acceptance is executed and delivered under and
pursuant to the terms of that certain Master Equipment Lease dated February 9,
1993 (the "Lease") between Coca-Cola Financial Corporation ("Lessor") and
Coca-Cola Bottling Co. Consolidated ("Lessee"). This Certificate of 
Acceptance shall be deemed to be a part of, and shall be governed by, the
terms and conditions of the Lease and words and phrases defined in the
Lease shall have the same meanings in this Certificate of Acceptance.

     The undersigned, the Lessee under the Lease, acknowledges and agrees
that the Equipment described on the manufacturers' invoices summarized on
the attached Exhibit "A", has been delivered to Lessee and installed and
has been accepted by the Lessee under and pursuant to and subject to all
terms and conditions of the Lease, and that such Equipment is in good
order and condition and is of the manufacture, design and capacity 
selected by Lessee and is suitable for Lessee's purposes. Lessee understands
that Lessor is relying on the foregoing certification in its purchase of
such Equipment and, to induce Lessor to purchase such Equipment, Lessee 
agrees that it will settle all claims, defenses, set-offs and counterclaims
it may have with the manufacturer directly with the manufacturer and will 
not assert any thereof against Lessor, that its obligation to Lessor is 
absolute, and that Lessor is neither the manufacturer, distributor
nor seller of such Equipment.

    This Certificate of Acceptance does not and shall not limit, abrogate
or detract from any rights or claims against any manufacturer or vendor
of the Equipment including, but not limited to, any warranties or 
representations written or oral, statutory, express or implied.

    IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance
to be executed and delivered by its duly authorized officers, the 8th
day of September, 1995.


(CORPORATE SEAL)                   LESSEE: COCA-COLA BOTTLING CO.
CONSOLIDATED

Attest:  /s/  Patricia A. Gill     By: /s/   Brenda B. Jackson
                                             Brenda B. Jackson

Title:  Assistant Secretary        Title: Vice President & Treasurer








                         EXHIBIT 10.4



                                                          Lease No. 940148


             LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 012

    Reference is made to the Lease Agreement dated as of December 15, 1994 
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING CO.
CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease"; 
capitalized terms not otherwise defined herein having the same meanings as 
in the Lease). The Lease is incorporated herein by reference.

    1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment 
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units (i) 
have been fully inspected by qualified agents of Lessee and are in good order, 
operating condition and repair, (ii) have been properly installed (subject 
only to any minor undischarged obligations of suppliers, manufacturers or 
installers thereof to promptly update and conform the same as provided by
their respective agreements and warranties), (iii) meet all recommended 
or applicable safety standards, (iv) are, as of the Delivery Date set forth 
below, available for use and service by Lessee and Lessor, and (v) have 
been marked or labeled showing Lessor's interest in the form and to the extent
required by the Lease and (C) Lessee must pay the rent and all other sums 
provided for in the Lease with respect to such Units.

   2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is 
June 21, 1995. The Scheduling Date of the Units is June 21, 1995.

   3. TERM. The Term of the Lease with respect to the Units is comprised of an
Interim Term that begins on the Delivery Date and continues until September 
15, 1995 (the "Base Date") and a Base Term that begins on the Base Date and 
continues until September 15, 2003.

  4. RENT. The total rents for the Units is $49,199.56, comprised of Base 
Rent payable in 32 consecutive quarterly installments, with the first such 
installment due three months following the Base Date. The Base Rent 
installments are set forth in Annex B hereto.

  5. CASUALTY VALUES. The Casualty Values for the Units are set forth 
in Annex B hereto. 

  6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule 
and Acceptance Certificate have been executed by the parties hereto. One 
counterpart has been prominently marked "Lessor's Copy". One counterpart 
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.


  IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule 
and Acceptance Certificate as of the Delivery Date set forth above.


   Lessor:                                  Lessee:
   
   BA LEASING & CAPITAL CORPORATION         COCA-COLA BOTTLING CO. CONSOLIDATED
   
   By: /s/ Sonia Delen                      By: /s/ Brenda B. Jackson
   Title: Assistant Vice President          Title: Brenda B. Jackson
   By: /s/ Gail D. Smedal                          Vice President & Treasurer
   Title: Vice President






                                 EXHIBIT 10.5



                                                              Lease No. 940148

                LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 013

     Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING CO.
CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as in
the Lease). The Lease is incorporated herein by reference.

     1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units (i)
have been fully inspected by qualified agents of Lessee and are in good order,
operating condition and repair, (ii) have been properly installed (subject
only to any minor undischarged obligations of suppliers, manufacturers or
installers thereof to promptly update and conform the same as provided by their
respective agreements and warranties), (iii) meet all recommended or applicable
safety standards, (iv) are, as of the Delivery Date set forth below, available
for use and service by Lessee and Lessor, and (v) have been marked or labeled 
showing Lessor's interest in the form and to the extent required by the 
Lease and (C) Lessee must pay the rent and all other sums provided for in 
the Lease with respect to such Units.

     2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is June
21, 1995. The Scheduling Date of the Units is June 21, 1995.

     3. TERM. The Term of the Lease with respect to the Units is comprised of
an Interim Term that begins on the Delivery Date and continues until 
September 15, 1995 (the "Base Date") and a Base Term that begins on the Base 
Date and continues until September 15, 2003.

     4. RENT. The total rents for the Units is $143,185.92, comprised of Base
Rent payable in 32 consecutive quarterly installments, with the first such
installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

     5. CASUALTY VALUES. The Casualty Values for the Units are set forth in
Annex B hereto.

     6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule and
Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart has
been prominently marked "Lessee's Copy". Only the counterpart marked "Lessor's
Copy" shall evidence a monetary obligation of Lessee.

      IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.

   Lessor:                                  Lessee:
  
   BA LEASING & CAPITAL CORPORATION         COCA-COLA BOTTLING CO. CONSOLIDATED

   By: /s/   Sonia Delen                    By:  /s/  Brenda B. Jackson

   Title:  Assistant Vice President         Title:  Vice President & Treasurer

                                                                  LESSEE'S COPY


   By: /s/ Gail D. Smedal

   Title: Vice President

















                               EXHIBIT 10.6












                                                   Lease No. 940148

                  LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 014

     Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING
CO. CONSOLIDATED, as Lessee (together with the Appendix thereto, the
"Lease"; capitalized terms not otherwise defined herein having the same
meanings as in the Lease). The Lease is incorporated herein by reference.

     1.  ACCEPTANCE; CONFIRMATIONS. Lease confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered 
to, is in the possession of and is accepted by Lessee for leasing under, 
and constitutes "Units" subject to and governed by, the Lease, (B) the Units 
(i) have been fully inspected by qualified agents of Lessee and are in good 
order, operating condition and repair, (ii) have been properly installed 
(subject only to any minor undischarged obligations of suppliers, 
manufacturers or installers thereof to promptly update and conform the same as 
provided by their respective agreements and warranties), (iii) meet all 
recommended or applicable safety standards, (iv) are, as of the Delivery Date 
set forth below, available for use and service by Lessee and Lessor, and 
(v) have been marked or labeled showing Lessor's interest in the form and to 
the extent required by the Lease and (C) Lessee must pay the rent and all other
sums provided for in the Lease with respect to such Units.

     2.  DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units
is July 27, 1995. The Scheduling Date of the Units is July 27, 1995.

     3.  TERM. The Term of the Lease with respect to the Units is comprised
of an Interim Term that begins on the Delivery Date and continues until
October 15, 1995 (the "Base Date") and a Base Term that begins on the
Base Date and continues until October 15, 2002.

     4.  RENT. The total rents for the Units is $405,776.88, comprised of
Base Rent payable in 28 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

     5.  CASUALTY VALUES. The Casualty Values for the Units are set forth
in Annex B hereto.

     6.  CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease
Schedule and Acceptance Certificate have been executed by the parties hereto.
One counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.

     IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease
Schedule and Acceptance Certificate as of the Delivery Date set forth above.

     Lessor:                           Lessee:

    BA LEASING & CAPITAL CORPORATION   COCA-COLA BOTTLING CO. CONSOLIDATED

    By: /s/  Sonia Delen               By: /s/  Stephen D. Westphal

    Title: Assistant Vice President    Title: VP--Controller

    By: /s/ Gail D. Smedal

    Title:  Vice President


















                             EXHIBIT 10.7














                                                          Lease No. 940148


         LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 015

     Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING
CO. CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

    1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under,
and constitutes "Units" subject to and governed, by the Lease, (B) the Units
(i) have been fully inspected by qualified agents of Lessee and are in good
order, operating condition and repair, (ii) have been properly installed
(subject only to any minor undischarged obligations of suppliers, 
manufacturers or installers thereof to promptly update and conform the same
as provided by their respective agreements and warranties), (iii) meet all
recommended or applicable safety standards, (iv) are, as of the Delivery
Date set forth below, available for use and service by Lessee and Lessor,
and (v) have been marked or labeled showing Lessor's interest in the form
and to the extent required by the Lease and (C) Lessee must pay the rent
and all other sums provided for in the Lease with respect to such Units.

    2.  DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
August 7, 1995. The Scheduling Date of the Units is August 7, 1995.

    3.  TERM. The Term of the Lease with respect to the Units is comprised
of an Interim Term that begins on the Delivery Date and continues until
November 1, 1995 (the "Base Date") and a Base Term that begins on the
Base Date and continues until November 1, 1998.

    4.  RENT. The total rents for the Units is $511,170.66, comprised 
of Base Rent payable in 12 consecutive quarterly installments, with the 
first such installment due three months following the Base Date. The
Base Rent installments are set forth in Annex B hereto.

    5.  CASUALTY VALUES. The Casualty Values for the Units are set forth 
in Annex B hereto.

    6.  CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule 
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart has
been prominently marked "Lessee's Copy". Only the counterpart marked "Lessor's
Copy" shall evidence a monetary obligation of Lessee.

    IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.


    Lessor:                            Lessee:
   
    BA LEASING & CAPITAL CORPORATION   COCA-COLA BOTTLING CO. CONSOLIDATED


   By: /s/   Sonia Delen               By: /s/   Brenda B. Jackson
                                                 Brenda B. Jackson

   Title: Assistant Vice President     Title: Vice President & Treasurer

 
   By: /s/ Gail D. Smedal

   Title: Vice President



                             EXHIBIT 10.8







                                                           Lease No. 940148

                 LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 016

   Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING CO.
CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

   1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units
(i) have been fully inspected by qualified agents of Lessee and are in good
order, operating condition and repair, (ii) have been properly installed
(subject only to any minor undischarged obligations of suppliers,
manufacturers or installers thereof to promptly update and conform the same
as provided by their respective agreements and warranties), (iii) meet all
recommended or applicable safety standards, (iv) are, as of the Delivery
Date set forth below, available for use and service by Lessee and Lessor,
and (v) have been marked or labeled showing Lessor's interest in the form
and to the extent required by the Lease and (C) Lessee must pay the rent and
all other sums provided for in the Lease with respect to such Units.

   2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
August 24, 1995. The Scheduling Date of the Units is August 24, 1995.

   3. TERM. The Term of the Lease with respect to the Units is comprised of
an Interim Term that begins on the Delivery Date and continues until
November 15, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until November 15, 2003.

   4. RENT. The total rents for the Units is $32,785.48, comprised of Base
Rent payable in 32 consecutive quarterly installments, with the first such
installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

   5. CASUALTY VALUES. The Casualty Values for the Units are set forth in
Annex B hereto.

   6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart has
been prominently marked "Lessee's Copy". Only the counterpart marked "Lessor's
Copy" shall evidence a monetary obligation of Lessee.

   IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule and
Acceptance Certificate as of the Delivery Date set forth above.

   Lessor:                                 Lessee:

   BA LEASING & CAPITAL CORPORATION        COCA-COLA BOTTLING CO. CONSOLIDATED

   By: (Signature of Sonia Delen           By: (Signature of Brenda B.
        appears here)                           Jackson appears here)

                                                  Brenda B. Jackson
   Title: Assistant Vice President         Title: Vice President & Treasurer

   By: (Signature of Gail D. Smedal appears here)

   Title: Vice President
















                               EXHIBIT 10.9







                                                           Lease No. 940148


                LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 017


      Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING CO.
CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as in
the Lease). The Lease is incorporated herein by reference.

     1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units (i)
have been fully inspected by qualified agents of Lessee and are in good order,
operating condition and repair, (ii) have been properly installed (subject 
only to any minor undischarged obligations of suppliers, manufacturers or
installers thereof to promptly update and conform the same as provided by their
respective agreements and warranties), (iii) meet all recommended or applicable
safety standards, (iv) are, as of the Delivery Date set forth below, available
for use and service by Lessee and Lessor, and (v) have been marked or labeled
showing Lessor's interest in the form and to the extent required by the Lease
and (C) Lessee must pay the rent and all other sums provided for in the Lease
with respect to such Units.

     2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
August 24, 1995. The Scheduling Date of the Units is August 24, 1995.

     3. TERM. The Term of the Lease with respect to the Units is comprised of
an Interim Term that begins on the Delivery Date and continues until November
15, 1995 (the "Base Date") and a Base Term that begins on the Base Date and
continues until November 15, 2002.

      4. RENT. The total rents for the Units is $77,268.02, comprised of Base
Rent payable in 28 consecutive quarterly installments, with the first such
installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

      5. CASUALTY VALUES. The Casualty Values for the Units are set forth in
Annex B hereto.

      6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart has
been prominently marked "Lessee's Copy". Only the counterpart marked "Lessor's
Copy" shall evidence a monetary obligation of Lessee.


      IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.


      Lessor:                               Lessee:

      BA LEASING & CAPITAL CORPORATION      COCA-COLA BOTTLING CO. CONSOLIDATED

          /s/ Sonia Delen                        /s/ Brenda B. Jackson
      By:_____________________________      By: _______________________________

             Assistant Vice President              Vice President & Treasurer
      Title: _________________________      Title: ____________________________

          /s/ Gail D. Smedal
      By:_____________________________

             Vice President
      Title: _________________________







                             EXHIBIT 10.10







                                                           Lease No. 940148

                 LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 18-REVISED

   Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING CO.
CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

   1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units
(i) have been fully inspected by qualified agents of Lessee and are in good
order, operating condition and repair, (ii) have been properly installed
(subject only to any minor undischarged obligations of suppliers,
manufacturers or installers thereof to promptly update and conform the same
as provided by their respective agreements and warranties), (iii) meet all
recommended or applicable safety standards, (iv) are, as of the Delivery
Date set forth below, available for use and service by Lessee and Lessor,
and (v) have been marked or labeled showing Lessor's interest in the form
and to the extent required by the Lease and (C) Lessee must pay the rent and
all other sums provided for in the Lease with respect to such Units.

   2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
August 29, 1995. The Scheduling Date of the Units is August 29, 1995.

   3. TERM. The Term of the Lease with respect to the Units is comprised of
an Interim Term that begins on the Delivery Date and continues until
November 15, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until November 15, 1998.

   4. RENT. The total rents for the Units is $641,012.70, comprised of Base
Rent payable in 12 consecutive quarterly installments, with the first such
installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

   5. CASUALTY VALUES. The Casualty Values for the Units are set forth in
Annex B hereto.

   6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart has
been prominently marked "Lessee's Copy". Only the counterpart marked "Lessor's
Copy" shall evidence a monetary obligation of Lessee.

   IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule and
Acceptance Certificate as of the Delivery Date set forth above.

   Lessor:                                 Lessee:

   BA LEASING & CAPITAL CORPORATION        COCA-COLA BOTTLING CO. CONSOLIDATED

   By: (Signature of Sonia Delen           By: (Signature of Brenda B.
        appears here)                           Jackson appears here)

                                                  
   Title: Assistant Vice President         Title: Vice President & Treasurer

   By: (Signature of Gail D. Smedal
        appears here)

   Title: Vice President






                             EXHIBIT 10.11







                                                           Lease No. 940148

                 LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 019

   Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING CO.
CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

   1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units
(i) have been fully inspected by qualified agents of Lessee and are in good
order, operating condition and repair, (ii) have been properly installed
(subject only to any minor undischarged obligations of suppliers,
manufacturers or installers thereof to promptly update and conform the same
as provided by their respective agreements and warranties), (iii) meet all
recommended or applicable safety standards, (iv) are, as of the Delivery
Date set forth below, available for use and service by Lessee and Lessor,
and (v) have been marked or labeled showing Lessor's interest in the form
and to the extent required by the Lease and (C) Lessee must pay the rent and
all other sums provided for in the Lease with respect to such Units.

   2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
August 7, 1995. The Scheduling Date of the Units is September 27, 1995.

   3. TERM. The Term of the Lease with respect to the Units is comprised of
an Interim Term that begins on the Delivery Date and continues until
December 15, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until December 15, 1998.

   4. RENT. The total rents for the Units is $382,090.43, comprised of Base
Rent payable in 12 consecutive quarterly installments, with the first such
installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

   5. CASUALTY VALUES. The Casualty Values for the Units are set forth in
Annex B hereto.

   6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart has
been prominently marked "Lessee's Copy". Only the counterpart marked "Lessor's
Copy" shall evidence a monetary obligation of Lessee.

   IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule and
Acceptance Certificate as of the Delivery Date set forth above.

   Lessor:                                 Lessee:

   BA LEASING & CAPITAL CORPORATION        COCA-COLA BOTTLING CO. CONSOLIDATED

   By: (Signature of Sonia Delen           By: (Signature of Brenda B.
        appears here)                           Jackson appears here)

                                                  Brenda B. Jackson
   Title: Assistant Vice President         Title: Vice President & Treasurer

   By: (Signature of Gail D. Smedal
        appears here)

   Title: Vice President






                             EXHIBIT 10.12







                                                           Lease No. 940148

                 LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 020

   Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING CO.
CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

   1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units
(i) have been fully inspected by qualified agents of Lessee and are in good
order, operating condition and repair, (ii) have been properly installed
(subject only to any minor undischarged obligations of suppliers,
manufacturers or installers thereof to promptly update and conform the same
as provided by their respective agreements and warranties), (iii) meet all
recommended or applicable safety standards, (iv) are, as of the Delivery
Date set forth below, available for use and service by Lessee and Lessor,
and (v) have been marked or labeled showing Lessor's interest in the form
and to the extent required by the Lease and (C) Lessee must pay the rent and
all other sums provided for in the Lease with respect to such Units.

   2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
August 7, 1995. The Scheduling Date of the Units is September 27, 1995.

   3. TERM. The Term of the Lease with respect to the Units is comprised of
an Interim Term that begins on the Delivery Date and continues until
December 15, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until December 15, 2002.

   4. RENT. The total rents for the Units is $152,977.06, comprised of Base
Rent payable in 28 consecutive quarterly installments, with the first such
installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

   5. CASUALTY VALUES. The Casualty Values for the Units are set forth in
Annex B hereto.

   6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart has
been prominently marked "Lessee's Copy". Only the counterpart marked "Lessor's
Copy" shall evidence a monetary obligation of Lessee.

   IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule and
Acceptance Certificate as of the Delivery Date set forth above.

   Lessor:                                 Lessee:

   BA LEASING & CAPITAL CORPORATION        COCA-COLA BOTTLING CO. CONSOLIDATED

   By: (Signature of Sonia Delen           By: (Signature of Brenda B.
        appears here)                           Jackson appears here)

                                                Brenda B. Jackson
   Title: Assistant Vice President         Title: Vice President & Treasurer

   By: (Signature of Gail D. Smedal appears here)

   Title: Vice President





                             EXHIBIT 10.13





                                           TREASURY BOND 6.15%
                                           RENTAL FACTOR 3.06212%
                                           LEASE FUNDING NO: 95011

                          LEASE SUPPLEMENT TO
              MASTER EQUIPMENT LEASE (the "Master Lease")
                                BETWEEN
               COCA-COLA FINANCIAL CORPORATION ("Lessor")
                                  AND
             COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
                         DATED: February 9, 1993

1. Term

The "Initial Term" shall commence on the 15TH day of September, 1995
("Lease Commencement Date"); and will continue for a term of one hundred
eight (108) months ending on 15th day of September, 2004.

2. Rent

(a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,235,106.36, payable in arrears in thirty-six (36)
quarterly installments of $34,308.51 each, beginning on December 15,
1995 and continuing on the same day of each calendar quarter thereafter
during the Initial Term, with the final such installment being due and
payable on September 15, 2004.

(b) INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments
made by Lessor for Equipment from the date of Lessor's payment, if paid
prior to the Lease Commencement Date, until the Lease Commencement Date.
Interim Rent shall be calculated from the date of such payment on the
basis of a rate which shall be the lesser of (i) a daily rate of .00037
per dollar so paid by Lessor, (which rate is based on the rate implied
by the Basic Rent amount set forth above), or (ii) a per annum rate
applied to the amount so paid by Lessor equal to the "Prime Rate" as
published in The Wall Street Journal on the last business day prior to
the date of such payment by Lessor. Interim Rent shall be payable in
full on the Lease Commencement Date.

(c) SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent,
Lessee shall pay Lessor all Supplemental Rent provided for in the Master
Lease including, without limitation, all applicable sales and use taxes.





3. Location of the Equipment

The location(s) of the Equipment leased is (are) set forth on Exhibit
"A" attached hereto.

4. Equipment Leased

The Equipment leased is described on each equipment invoice and
installation notification subject to this Lease Supplement. The
supporting equipment invoices, installation notifications and equipment
serial numbers are summarized on Exhibit "A" attached hereto.

5. Stipulated Loss Value

The "Stipulated Loss Value" of each item of Equipment, as of any
particular date of computation, shall be determined with reference to
Exhibit "B" attached hereto by multiplying the original cost of such
item of Equipment as stated on Exhibit "A" hereto by the percentage of
the cost of such item set forth opposite the applicable month number on
Exhibit "B" hereto. For this purpose the applicable month number means
the number of months or partial months elapsed since the Lease
Commencement Date. If only a portion of an item of Equipment is affected
by any event causing calculation of "Stipulated Loss Value" as specified
in the Master Lease, and the cost of such portion of the Equipment
cannot be readily determined from the original cost of such item set
forth on Exhibit A, then the Stipulated Loss Value for such portion of
the Equipment shall be as reasonably calculated by Lessor, with written
notice of such amount being sent to Lessee by Lessor.

6. Lease

This Lease Supplement is executed and delivered under and pursuant to the
terms of the Master Lease, and this Lease Supplement shall be deemed to
be a part of, and shall be governed by the terms and conditions of the
Master Lease. For purposes of this Lease Supplement, capitalized terms
which are used herein but which are not otherwise defined herein shall
have the meanings ascribed to such terms in the Master Lease.





IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly
executed and delivered by its duly authorized officers, this 15th day of
September, 1995.

          LESSEE:
          COCA-COLA BOTTLING CO. CONSOLIDATED

(CORPORATE SEAL)                       By   (Signature of Brenda B. Jackson)
                                             Brenda B. Jackson
Attest: (Signature of Patricia A. Gill)      Title: Vice President & Treasurer
Title: Assistant Secretary

Accepted in Atlanta, Georgia, this 27th day of October, 1995.

          LESSOR:

          COCA-COLA FINANCIAL CORPORATION

          By: (Signature of Andre Balfour appears here)

          Title: Operations Manager







CERTIFICATE OF ACCEPTANCE

This Certificate of Acceptance is executed and delivered under and
pursuant to the terms of that certain Master Equipment Lease dated
February 9, 1993 (the "Lease") between Coca-Cola Financial Corporation
("Lessor") and Coca-Cola Bottling Co. Consolidated ("Lessee"). This
Certificate of Acceptance shall be deemed to be a part of, and shall be
governed by, the terms and conditions of the Lease and words and phrases
defined in the Lease shall have the same meanings in this Certificate of
Acceptance.

The undersigned, the Lessee under the Lease, acknowledges and agrees
that the Equipment described on the manufacturers' invoices summarized
on the attached Exhibit "A", has been delivered to Lessee and installed
and has been accepted by the Lessee under and pursuant to and subject to
all terms and conditions of the Lease, and that such Equipment is in good
order and condition and is of the manufacture, design and capacity
selected by Lessee and is suitable for Lessee's purposes. Lessee
understands that Lessor is relying on the foregoing certification in its
purchase of such Equipment and, to induce Lessor to purchase such
Equipment, Lessee agrees that it will settle all claims, defenses,
set-offs and counterclaims it may have with the manufacturer directly
with the manufacturer and will not assert any thereof against Lessor,
that its obligation to Lessor is absolute, and that Lessor is neither
the manufacturer, distributor nor seller of such Equipment.

This Certificate of Acceptance does not and shall not limit, abrogate or
detract from any rights or claims against any manufacturer or vendor of
the Equipment including, but not limited to, any warranties or
representations written or oral, statutory, express or implied.

IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance
to be executed and delivered by its duly authorized officers, the 15th
day of September, 1995.

(CORPORATE SEAL)                          LESSEE: COCA-COLA BOTTLING CO.
CONSOLIDATED



Attest: (Signature of Patricia A. Gill)   By: (Signature of Brenda B. Jackson)
                                               Brenda B. Jackson

Title: Assistant Secretary                 Title: Vice President & Treasurer



                        EXHIBIT 10.14




                                                        TREASURY BOND 6.24%
                                                        RENTAL FACTOR 3.07898%
                                                        LEASE FUNDING NO: 95012

                             LEASE SUPPLEMENT TO
                  MASTER EQUIPMENT LEASE (the "Master Lease")
                                    BETWEEN
                    COCA-COLA FINANCIAL CORPORATION ("Lessor")
                                      AND
                 COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
                             DATED: February 9, 1993

1. Term

The "Initial Term" shall commence on the 10th day of October, 1995  ("Lease
Commencement Date"); and will continue for a term of one hundred eight
(108) months ending on 10th day of October, 2004.

2. Rent

(a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $911,266.20, payable in arrears in thirty-six (36)
quarterly installments of $25,312.95 each, beginning on January 10,
1996 and continuing on the same day of each calendar quarter thereafter
during the Initial Term, with the final such installment being due and
payable on October 10, 2004.

(b) INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments
made by Lessor for Equipment from the date of Lessor's payment, if paid
prior to the Lease Commencement Date, until the Lease Commencement Date.
Interim Rent shall be calculated from the date of such payment on the
basis of a rate which shall be the lesser of (i) a daily rate of .00037
per dollar so paid by Lessor, (which rate is based on the rate implied
by the Basic Rent amount set forth above), or (ii) a per annum rate
applied to the amount so paid by Lessor equal to the "Prime Rate" as
published in The Wall Street Journal on the last business day prior to
the date of such payment by Lessor. Interim Rent shall be payable in
full on the Lease Commencement Date.

(c) SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent,
Lessee shall pay Lessor all Supplemental Rent provided for in the Master
Lease including, without limitation, all applicable sales and use taxes.





3. Location of the Equipment

The location(s) of the Equipment leased is (are) set forth on Exhibit
"A" attached hereto.

4. Equipment Leased

The Equipment leased is described on each equipment invoice and
installation notification subject to this Lease Supplement. The
supporting equipment invoices, installation notifications and equipment
serial numbers are summarized on Exhibit "A" attached hereto.

5. Stipulated Loss Value

The "Stipulated Loss Value" of each item of Equipment, as of any
particular date of computation, shall be determined with reference to
Exhibit "B" attached hereto by multiplying the original cost of such
item of Equipment as stated on Exhibit "A" hereto by the percentage of the
cost of such item set forth opposite the applicable month number on
Exhibit "B" hereto. For this purpose the applicable month number means
the number of months or partial months elapsed since the Lease
Commencement Date. If only a portion of an item of Equipment is affected
by any event causing calculation of "Stipulated Loss Value" as specified
in the Master Lease, and the cost of such portion of the Equipment
cannot be readily determined from the original cost of such item set
forth on Exhibit A, then the Stipulated Loss Value for such portion of
the Equipment shall be as reasonably calculated by Lessor, with written
notice of such amount being sent to Lessee by Lessor.

6. Lease

This Lease Supplement is executed and delivered under and pursuant to
the terms of the Master Lease, and this Lease Supplement shall be deemed
to be a part of, and shall be governed by the terms and conditions of
the Master Lease. For purposes of this Lease Supplement, capitalized
terms which are used herein but which are not otherwise defined herein
shall have the meanings ascribed to such terms in the Master Lease.





IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly
executed and delivered by its duly authorized officers, this 10th day
of October, 1995.

LESSEE:
COCA-COLA BOTTLING CO. CONSOLIDATED

(CORPORATE SEAL)        By:  (Signature of Brenda B. Jackson)
                              Brenda B. Jackson


Attest:   (Signature  of Patricia A. Gill)  Title: Vice President & Treasurer
          Patricia A. Gill
Title: Assistant Secretary

Accepted in Atlanta, Georgia, this 27th day of October, 1995.
LESSOR:
COCA-COLA FINANCIAL CORPORATION

By: (Signature of Andre Balfour)
Title: Operations Manager



CERTIFICATE OF ACCEPTANCE

This Certificate of Acceptance is executed and delivered under and
pursuant to the terms of that certain Master Equipment Lease dated
February 9, 1993 (the "Lease") between Coca-Cola Financial Corporation
("Lessor") and Coca-Cola Bottling Co. Consolidated ("Lessee"). This
Certificate of Acceptance shall be deemed to be a part of, and shall be
governed by, the terms and conditions of the Lease and words and phrases
defined in the Lease shall have the same meanings in this Certificate of
Acceptance.

The undersigned, the Lessee under the Lease, acknowledges and agrees
that the Equipment described on the manufacturers' invoices summarized
on the attached Exhibit "A", has been delivered to Lessee and installed
and has been accepted by the Lessee under and pursuant to and subject to
all terms and conditions of the Lease, and that such Equipment is in
good order and condition and is of the manufacture, design and capacity
selected by Lessee and is suitable for Lessee's purposes. Lessee
understands that Lessor is relying on the foregoing certification in its
purchase of such Equipment and, to induce Lessor to purchase such
Equipment, Lessee agrees that it will settle all claims, defenses,
set-offs and counterclaims it may have with the manufacturer directly
with the manufacturer and will not assert any thereof against Lessor,
that its obligation to Lessor is absolute, and that Lessor is neither
the manufacturer, distributor nor seller of such Equipment.

This Certificate of Acceptance does not and shall not limit, abrogate or
detract from any rights or claims against any manufacturer or vendor of
the Equipment including, but not limited to, any warranties or
representations written or oral, statutory, express or implied.

IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to
be executed and delivered by its duly authorized officers, the 10th day
of October, 1995.

(CORPORATE SEAL)             LESSEE: COCA-COLA BOTTLING CO.
CONSOLIDATED




Attest: (Signature of Patricia A. Gill)  By: (Signature of Brenda B. Jackson)
         Patricia A. Gill                     Brenda B. Jackson


    Title: Assistant Secretary      Title: Vice President & Treasurer





                             EXHIBIT 10.15



                                   TREASURY BOND 6.11%
                                   RENTAL FACTOR 3.05875%
                                   LEASE FUNDING NO: 95013


                          LEASE SUPPLEMENT TO
              MASTER EQUIPMENT LEASE (the "Master Lease")
                                BETWEEN
                COCA-COLA FINANCIAL CORPORATION ("Lessor")
                                  AND
             COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
                         DATED: February 9, 1993

1. Term





The "Initial Term" shall commence on the 18th day of October, 1995
("Lease Commencement Date"); and will continue for a term of one hundred
eight (108) months ending on 18th day of October, 2004.

2. Rent

(a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,138,905.36, payable in arrears in thirty-six (36)
quarterly installments of $31,636.26 each, beginning on January 18, 1996
and continuing on the same day of each calendar quarter thereafter
during the Initial Term, with the final such installment being due and
payable on October 18, 2004.

(b) INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments
made by Lessor for Equipment from the date of Lessor's payment, if paid
prior to the Lease Commencement Date, until the Lease Commencement Date.
Interim Rent shall be calculated from the date of such payment on the
basis of a rate which shall be the lesser of (i) a daily rate of .00037
per dollar so paid by Lessor, (which rate is based on the rate implied
by the Basic Rent amount set forth above), or (ii) a per annum rate
applied to the amount so paid by Lessor equal to the "Prime Rate" as
published in The Wall Street Journal on the last business day prior to
the date of such payment by Lessor. Interim Rent shall be payable in
full on the Lease Commencement Date.

(c) SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent,
Lessee shall pay Lessor all Supplemental Rent provided for in the Master
Lease including, without limitation, all applicable sales and use taxes.




3. Location of the Equipment

The location(s) of the Equipment leased is (are) set forth on Exhibit
"A" attached hereto.

4. Equipment Leased

The Equipment leased is described on each equipment invoice and
installation notification subject to this Lease Supplement. The
supporting equipment invoices, installation notifications and equipment
serial numbers are summarized on Exhibit "A" attached hereto.

5. Stipulated Loss Value

The "Stipulated Loss Value" of each item of Equipment, as of any
particular date of computation, shall be determined with reference to
Exhibit "B" attached hereto by multiplying the original cost of such
item of Equipment as stated on Exhibit "A" hereto by the percentage of
the cost of such item set forth opposite the applicable month number on
Exhibit "B" hereto. For this purpose the applicable month number means
the number of months or partial months elapsed since the Lease
Commencement Date. If only a portion of an item of Equipment is affected
by any event causing calculation of "Stipulated Loss Value" as specified
in the Master Lease, and the cost of such portion of the Equipment
cannot be readily determined from the original cost of such item set
forth on Exhibit A, then the Stipulated Loss Value for such portion of
the Equipment shall be as reasonably calculated by Lessor, with written
notice of such amount being sent to Lessee by Lessor.

6. Lease

This Lease Supplement is executed and delivered under and pursuant to
the terms of the Master Lease, and this Lease Supplement shall be deemed
to be a part of, and shall be governed by the terms and conditions of the
Master Lease. For purposes of this Lease Supplement, capitalized terms
which are used herein but which are not otherwise defined herein shall
have the meanings ascribed to such terms in the Master Lease.




IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly
executed and delivered by its duly authorized officers, this 18th day of
October, 1995.

LESSEE:


COCA-COLA BOTTLING CO. CONSOLIDATED

(CORPORATE SEAL)                          By:  (Signature of Brenda B. Jackson)
                                             Brenda B. Jackson

Attest: (Signature of Patricia A. Gill)   Title: Vice President & Treasurer
       Patricia A. Gill       
Title: Assistant Secretary
Accepted in Atlanta, Georgia, this 2nd day of November, 1995.
    LESSOR:
    COCA-COLA FINANCIAL CORPORATION
    By: (Signature of Andre Balfour appears here)
    Title: Operations Manager





CERTIFICATE OF ACCEPTANCE

This Certificate of Acceptance is executed and delivered under and
pursuant to the terms of that certain Master Equipment Lease dated
February 9, 1993 (the "Lease") between Coca-Cola Financial Corporation
("Lessor") and Coca-Cola Bottling Co. Consolidated ("Lessee"). This
Certificate of Acceptance shall be deemed to be a part of, and shall be
governed by, the terms and conditions of the Lease and words and phrases
defined in the Lease shall have the same meanings in this Certificate of
Acceptance.

The undersigned, the Lessee under the Lease, acknowledges and agrees
that the Equipment described on the manufacturers' invoices summarized
on the attached Exhibit "A", has been delivered to Lessee and installed
and has been accepted by the Lessee under and pursuant to and subject to
all terms and conditions of the Lease, and that such Equipment is in
good order and condition and is of the manufacture, design and capacity
selected by Lessee and is suitable for Lessee's purposes. Lessee
understands that Lessor is relying on the foregoing certification in its
purchase of such Equipment and, to induce Lessor to purchase such
Equipment, Lessee agrees that it will settle all claims, defenses,
set-offs and counterclaims it may have with the manufacturer directly
with the manufacturer and will not assert any thereof against Lessor,
that its obligation to Lessor is absolute, and that Lessor is neither
the manufacturer, distributor nor seller of such Equipment.

This Certificate of Acceptance does not and shall not limit, abrogate or
detract from any rights or claims against any manufacturer or vendor of
the Equipment including, but not limited to, any warranties or
representations written or oral, statutory, express or implied.

IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to
be executed and delivered by its duly authorized officers, the 18th day
of October, 1995.

(CORPORATE SEAL)              LESSEE: COCA-COLA BOTTLING CO.
CONSOLIDATED

Attest: (Signature of Patricia A. Gill      By: (Signature of Brenda B. Jackson
         appears here)                           appears here)
         Patricia A. Gill                        Brenda B. Jackson

Title:                                     Title:
       Assistant Secretary                      Vice President & Treasurer






                           EXHIBIT 10.16




                        CAN SUPPLY AGREEMENT

This Agreement is made this 7th day of November, 1995 between AMERICAN
NATIONAL CAN COMPANY, a Delaware corporation, with its principal offices
at 8770 W. Bryn Mawr Avenue, Chicago, Illinois 60631 ("ANC"), and
COCA-COLA BOTTLING COMPANY CONSOLIDATED, with its principal offices at
1900 Rexford Road, Charlotte, NC 28211-3481 ("Buyer"), and covers the
manufacture and supply by ANC to Buyer and the purchase by Buyer of
two-piece aluminum beverage can bodies and ends (herein collectively
referred to as "cans" or "containers") of the specifications and
quantities referred to hereinbelow.

WHEREAS, the parties are desirous of entering into a long-term supply
agreement covering certain of Buyer's requirements of Containers; and

WHEREAS, the parties are desirous of establishing pricing for the
containers to be purchased and sold hereunder, with a floor and ceiling
cost for aluminum ingot ("Ingot Band") which will, over the term of this
Agreement, limit the extreme volatility which both parties have
experienced in the recent past with respect to can pricing and
particularly with respect to aluminum costs; and

WHEREAS, in order to accomplish this goal of predictability of pricing,
the parties are willing to commit themselves to purchase and sell, as
the case may be, the quantity of containers stated herein utilizing
aluminum covered by an Ingot Band, and the parties recognize that each
of them has the ability to protect itself against the fluctuation in the
cost of aluminum above or below the Ingot Band by purchasing the
appropriate downside or upside protection, which is available in the
marketplace.

NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

1.  Description of Products. This Agreement relates to containers of the
specifications set forth on Exhibit A attached hereto, required by Buyer
at its can filling location(s) set forth on Exhibit B (and at any
additional or substitute facilities where Buyer may fill cans if this
contract covers all of Buyer's can requirements).

2. Term. The initial term of this Agreement shall be five (5) years
commencing January 1, 1996 and terminating December 31, 2000. This
Agreement shall be automatically extended for one additional year beyond
the initial term (i.e., until December 31, 2001) if, during the period
July 1, 1999 through December 31, 1999, the daily London Metal Exchange
cash settlement price for aluminum ingot plus the Midwest premium for
that ingot (the "Midwest Ingot Price") is outside of the Ingot Band
referenced on Exhibit C attached hereto, on more than 75% of the dates
when the market is open.





3. Volume.

(a) Buyer agrees to buy and ANC agrees to sell, in each calendar year
during the term of this Agreement: choose one (i) 70% of Buyer's total
requirements of cans; or (ii)       million cans. Can bodies and ends shall be
purchased by Buyer and supplied by ANC in substantially equal volumes.

(b) The foregoing annual volume of containers to be purchased hereunder
may not be changed by Buyer during the terms of this Agreement without
the written consent of ANC although ANC will use its commercially
reasonable best efforts to accommodate year over year changes hereafter
requested by Buyer in its annual volume.

(c) ANC will not be required to provide more than 55% of Buyer's annual
band-priced volume hereunder in either of the following six month
periods throughout the term hereof: (i) April 1 through September 30;
(ii) October 1 through March 31.

4. Pricing

(a) Prices under this Agreement shall be established and adjusted in
accordance with the terms, conditions and limitations set forth on
Exhibit C attached hereto. In addition to the price adjustment
mechanisms set forth on Exhibit C, any changes in the specifications of
containers supplied hereunder may result in an upward or downward price
adjustment.

(b) ANC will in no event be required to meet competitive band formulas
or other competitive offers driven by lower metal costs; however, and
notwithstanding the foregoing, ANC intends to be competitive with
specific offers not driven by lower metal costs.

(c) Buyer and ANC recognize and agree that fluctuations in the price of
aluminum may drive the spot price of aluminum above the ceiling price or
below the floor price of the Ingot Band, as such ceiling and floor
prices may be adjusted from time to time in accordance with Exhibit C.
However, Buyer and ANC agree to purchase and sell the quantities agreed
to hereunder with aluminum ingot costs no higher than such ceiling
prices nor lower than such floor prices notwithstanding any such
fluctuations. The parties recognize that protection against any such
market fluctuation is available to be purchased in the marketplace.

5. Payment Terms. Payment terms shall be: 1% 10, net 30 days. Interest
shall be assessed on all past-due amounts at the annual rate of two (2%)
percent above the prime rate of interest at the First National Bank of
Chicago, Chicago, Illinois.

6. Delivery. Buyer shall advise ANC, prior to October 31, of its annual
requirements of containers under this Agreement for the upcoming
calendar year (the "Forecasted Volume"). ANC shall not be required under
any circumstances to sell band priced containers to Buyer in excess of
such Forecasted volume. If the Forecasted Volume is in excess of or less
than the volume referred to in subparagraph 3(a) above, ANC shall only
be required to use its commercially reasonable best efforts to provide
such excess to Buyer or accommodate such shortfall. In the event that
the Forecasted Volume is in excess of the volume referenced in
subparagraph 3(a), ANC shall first attempt to secure metal within the
then current band pricing range. If ANC is unsuccessful in securing band
pricing for such excess, then pricing for the excess volume will be
based on the Midwest Ingot Price on the date ANC purchases metal to
satisfy Buyer's excess requirements.




7. Effect of Termination. Upon termination of this Agreement, for any
reason, Buyer shall accept all completed, specially fabricated or
lithographed containers and related items previously ordered, acquired
or committed for by ANC in reasonable quantities in anticipation of
Buyer's normal can requirements.

8. Warranties, Claims and Limitation of Liability.

(a) ANC hereby warrants to Buyer that the containers to be manufactured
and sold to Buyer hereunder shall be free from defects in workmanship
and materials, and shall conform to the specifications set forth in
Exhibit A attached hereto. EXCEPT AS EXPRESSLY STATED ABOVE, THERE ARE
NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

(b) ANC shall not be liable to Buyer or to any other person where the
claimed damages result from: (1) Buyer's faulty assembly or closure of
the can body and loose end; (2) rust or outside corrosion on containers
occurring after Buyer's receipt, except when caused by ANC's faulty
workmanship or imperfect materials; (3) the failure of Buyer (or any
other party from time to time having custody or control of allegedly
defective goods) to exercise reasonable care in conveying, warehousing,
using, packing, handling, distributing or storing filled or unfilled
containers; or (4) the failure of empty or filled containers exported or
used in foreign countries unless a special warranty has been
specifically approved by ANC to cover such exported containers.

(c) Seller shall give immediate consideration to settlement of Buyer's
claims, but in no event shall Seller be liable on any claim unless
notice thereof is received by ANC by the earliest of: (i) 30 days after
discovery of an alleged defect; (ii) 60 days after the alleged defect
reasonably should have been discovered; and (iii) 365 days after Buyer's
filling of allegedly defective containers. Failure to assert a claim
within such period shall constitute a waiver of the claim, and shall
discharge Seller from any responsibility.

(d) ANC's liability to Buyer hereunder shall be limited to Buyer's cost
of the defective containers, cost of the contents of the containers lost
as a direct result of the defect, and the reasonable cost of recovery
and disposition of defective containers (but as to the latter, only to
the extent reasonably required). ANC shall also be responsible for the
defense of claims by third parties to the extent arising out of a
container defect provided that ANC is given adequate advance notice of
such claim and the opportunity to defend such claim by counsel of its
own choosing.

9. Force Majeure. Except for the payment of money due hereunder, ANC and
Buyer shall be excused for failure to perform under this Agreement where
such failure results from circumstances beyond the affected party's
reasonable control including, without limitation, such circumstances as
fire, storm, flood, earthquake, strikes, work stoppages or slowdowns,
delay or failure of transportation or suppliers, acts of the public
enemy, acts of God or acts, regulations, priorities or actions of the
United States, a state or any local government or agents or
instrumentalities thereof.

10. Notices. All notices, requests or other communications shall be in
writing, and shall be deemed given when delivered personally or
deposited in the United States mail, postage





prepaid, or to a courier service and properly addressed to Buyer at:
1900 Rexford Road, Charlotte, NC 28211-3481 and to ANC at: 8770 W. Bryn
Mawr Ave., Chicago, IL 60631, Attn: Sales Department, or to such other
address as either party may, from time to time, designate to the other
in writing.

11. Assignability. This Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the parties hereto
including, without limitation, a purchaser, transferee or successor by
merger of substantially all of the business or assets of either Buyer or
ANC. Buyer hereby agrees to require the purchaser or transferee of all
or any portion of its can filling operations to assume that portion of
this requirements contract that relates to the portion of its operations
being sold or transferred.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.

AMERICAN NATIONAL                  COCA-COLA BOTTLING
CAN COMPANY                        COMPANY CONSOLIDATED

By:  (sig of James R. Turner)       By: (sig of David V. Singer)
      James R. Turner                    David V. Singer

Title:                             Title: Vice President and Chief
      Senior Vice President, Sales        Financial Officer



 

5 This schedule contains summary financial information extracted from the financial statements as of and for the nine months ended October 1, 1995 and is qualified in its entirety by reference to such financial statements. 1,000 9-MOS DEC-31-1995 OCT-01-1995 2,723 0 11,581 401 33,447 65,259 341,389 152,271 663,926 64,806 419,827 12,055 0 0 29,605 663,926 582,412 582,412 340,477 340,477 189,686 0 25,205 24,388 9,738 14,650 0 0 0 14,650 1.58 0