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

                               SCHEDULE 13D
                 Under the Securities Exchange Act of 1934
                            (Amendment No. 20)*

                    Coca-Cola Bottling Co. Consolidated
                             (Name of Issuer)

                  Common Stock, Par Value $1.00 Per Share
                      (Title of Class of Securities)

                                 191098102
                              (CUSIP Number)


                             James E. Chestnut
             Senior Vice President and Chief Financial Officer
                           The Coca-Cola Company
                            One Coca-Cola Plaza
                          Atlanta, Georgia 30313
                               (404)676-2121
               (Name, Address and Telephone Number of Person
             Authorized to Receive Notices and Communications)

                              With a copy to:
                         Carol Crofoot Hayes, Esq.
                           The Coca-Cola Company
                            One Coca-Cola Plaza
                          Atlanta, Georgia 30313
                               (404) 676-2121

                             November 4, 1999
          (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e),(f) or (g), check the
following box [  ].

* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).


                           Page 1 of 28



                               SCHEDULE 13D

     CUSIP No.  - 191098102

     1    NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          The Coca-Cola Company
          58-0628465

     2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
                                                            (b) [   ]

     3    SEC USE ONLY

     4    SOURCE OF FUNDS*
          OO

     5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
          PURSUANT TO ITEMS 2(d) OR 2(e)
          N/A                                                   [   ]

     6    CITIZENSHIP OR PLACE OF ORGANIZATION
          State of Delaware

  NUMBER OF    7   SOLE VOTING POWER
   SHARES          None
 BENEFICIALLY
   OWNED BY    8   SHARED VOTING POWER
    EACH           1,984,495 shares of Common Stock, $1.00 par value per share
  REPORTING
   PERSON      9   SOLE DISPOSITIVE POWER
    WITH           1,984,495 shares of Common Stock, $1.00 par value per share

               10  SHARED DISPOSITIVE POWER
                   None

     11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          1,984,495 shares of Common Stock, $1.00 par value per share

     12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES*                                       [   ]

     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          31.05%

     14   TYPE OF REPORTING PERSON*
          CO


                   *SEE INSTRUCTIONS BEFORE FILLING OUT


                           Page 2 of 28



                               SCHEDULE 13D

     CUSIP No.  - 191098102

     1    NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          The Coca-Cola Trading Company
          59-1764184

     2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
                                                            (b) [   ]

     3    SEC USE ONLY

     4    SOURCE OF FUNDS*
          OO

     5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
          PURSUANT TO ITEMS 2(d) OR 2(e)
          N/A                                                   [   ]

     6    CITIZENSHIP OR PLACE OF ORGANIZATION
          State of Delaware


  NUMBER OF    7   SOLE VOTING POWER
   SHARES          None
 BENEFICIALLY
   OWNED BY    8   SHARED VOTING POWER
    EACH           1,984,495 shares of Common Stock, $1.00 par value per share
  REPORTING
   PERSON      9   SOLE DISPOSITIVE POWER
    WITH           1,984,495 shares of Common Stock, $1.00 par value per share

               10  SHARED DISPOSITIVE POWER
                   None

     11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          1,984,495 shares of Common Stock, $1.00 par value per share

     12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES*                                       [   ]

     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          31.05%

     14   TYPE OF REPORTING PERSON*
          CO


                   *SEE INSTRUCTIONS BEFORE FILLING OUT


                           Page 3 of 28



                          SCHEDULE 13D

     CUSIP No.  - 191098102

     1    NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Coca-Cola Oasis, Inc.
          88-0320762

     2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
                                                            (b) [   ]

     3    SEC USE ONLY

     4    SOURCE OF FUNDS*
          OO

     5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
          PURSUANT TO ITEMS 2(d) OR 2(e)
          N/A                                                   [   ]

     6    CITIZENSHIP OR PLACE OF ORGANIZATION
          State of Delaware


  NUMBER OF    7   SOLE VOTING POWER
   SHARES          None
 BENEFICIALLY
   OWNED BY    8   SHARED VOTING POWER
    EACH           1,984,495 shares of Common Stock, $1.00 par value per share
  REPORTING
   PERSON      9   SOLE DISPOSITIVE POWER
    WITH           1,984,495 shares of Common Stock, $1.00 par value per share

               10  SHARED DISPOSITIVE POWER
                   None

     11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          1,984,495 shares of Common Stock, $1.00 par value per share

     12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES*                                       [   ]

     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          31.05%

     14   TYPE OF REPORTING PERSON*
          CO


              *SEE INSTRUCTIONS BEFORE FILLING OUT


                           Page 4 of 28


                          SCHEDULE 13D

CUSIP No.  - 191098102

     1    NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Carolina Coca-Cola Bottling Investments, Inc.
          58-2056767

     2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
                                                            (b) [   ]

     3    SEC USE ONLY

     4    SOURCE OF FUNDS*
          OO

     5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
          PURSUANT TO ITEMS 2(d) OR 2(e)
          N/A                                                   [   ]

     6    CITIZENSHIP OR PLACE OF ORGANIZATION
          State of Delaware


  NUMBER OF    7  SOLE VOTING POWER
   SHARES         None
 BENEFICIALLY
   OWNED BY    8  SHARED VOTING POWER
    EACH          1,984,495 shares of Common Stock, $1.00 par value per share
  REPORTING
   PERSON      9  SOLE DISPOSITIVE POWER
    WITH          1,984,495 shares of Common Stock, $1.00 par value per share

              10  SHARED DISPOSITIVE POWER
                  None

     11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          1,984,495 shares of Common Stock, $1.00 par value per share

     12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES*                                       [   ]

     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          31.05%

     14   TYPE OF REPORTING PERSON*
          CO

              *SEE INSTRUCTIONS BEFORE FILLING OUT


                           Page 5 of 28




                        AMENDMENT NO. 20
                               TO
        STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
                             OF THE
                 GENERAL RULES AND REGULATIONS
                           UNDER THE
                SECURITIES EXCHANGE ACT OF 1934


     This Amendment No. 20 amends and supplements the original Schedule 13D
filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1
through 19 (the "Schedule 13D").  Terms used herein and not otherwise defined
shall have the meanings given such terms in the Schedule 13D.

ITEM 2.    IDENTITY AND BACKGROUND

     Item 2 is hereby amended and restated as follows:

     This statement is being filed by The Coca-Cola Company, and three of
     The Coca-Cola Company's direct or indirect wholly owned subsidiaries,
     namely The Coca-Cola Trading Company ("Trading Company"), Coca-Cola
     Oasis, Inc. ("Oasis") and Carolina Coca-Cola Bottling Investments, Inc.
     ("Carolina," and together with The Coca-Cola Company, Trading Company
     and Oasis, the "Reporting Persons").  Each of the Reporting Persons is
     a Delaware corporation, having its principal executive offices at One
     Coca-Cola Plaza, Atlanta, Georgia 30313, telephone (404)676-2121.
     Carolina is a direct wholly owned subsidiary of Oasis, Oasis is a
     direct wholly owned subsidiary of Trading Company, and Trading Company
     is a direct wholly owned subsidiary of The Coca-Cola Company.

     The Coca-Cola Company is the largest manufacturer, distributor and
     marketer of soft drink concentrates and syrups in the world, as well as
     the world's largest distributor and marketer of juice and juice-drink
     products.

     Certain information with respect to the directors and executive
     officers of the Reporting Persons is set forth in Exhibit A(99.1)
     attached hereto, including each director's and executive officer's
     business address, present principal occupation or employment,
     citizenship and other information.

     None of the Reporting Persons nor, to the best of their knowledge, any
     director, executive officer or controlling person of any Reporting
     Person has, during the last five years, been (a) convicted in a
     criminal proceeding (excluding traffic violations or similar
     misdemeanors), or (b) a party to a civil proceeding of a judicial or
     administrative body of competent jurisdiction as a result of which
     proceeding any Reporting Person or any director, executive officer or
     controlling person of any Reporting Person was or is subject to a
     judgment, decree or final order enjoining future violations of, or
     prohibiting or mandating activities subject to, or finding any
     violation with respect to federal or state securities laws.


                           Page 6 of 28




ITEM 4.    PURPOSE OF TRANSACTION

     Item 4 is hereby amended and supplemented by adding to the information
previously filed under this Item the following:

          The Coca-Cola Company, Carolina, Coca-Cola Bottling Co.
     Consolidated ("Coke Consolidated"), Coca-Cola Ventures, Inc. and
     Piedmont Coca-Cola Bottling Partnership (the "Partnership"), signed a
     letter of intent on November 5, 1999 concerning the proposed
     transaction.  The proposed transaction involves the Partnership's
     redemption of Carolina's interest in the Partnership in exchange for
     the transfer to Carolina of all of the outstanding stock of a wholly
     owned subsidiary of the Partnership (the "Acquired Subsidiary").
     Acquired Subsidiary would own all of the authorized and outstanding
     shares of a class of non-voting preferred stock of Coke Consolidated
     having a liquidation value of $118 million and an initial dividend rate
     of 4.3%.  The dividend yield would be reset on specified dates to a
     market rate equivalent to the rate of interest for five-year U.S.
     Treasury notes being issued at that time.  The letter of intent is filed
     as Exhibit B to this Amendment No. 20.

          As provided in the letter of intent, the parties desire to close
     the transaction under consideration prior to December 31, 1999.
     However, until definitive documentation is executed, the parties have
     no binding legal obligation to close the proposed transaction.  There
     can be no assurance that an agreement with respect to such a transaction
     will be reached, or, if an agreement is reached, that it will be on
     terms consistent with those described above or that any transaction will
     be consummated.

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

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

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

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


                           Page 7 of 28



ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS

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

     Exhibit A (99.1) -   Directors and Executive Officers of
                          the Reporting Persons

     Exhibit B (99.2) -   Letter of Intent among The Coca-Cola Company,
                          Carolina Coca-Cola Bottling Investments, Inc.,
                          Coca-Cola Bottling Co. Consolidated, Coca-Cola
                          Ventures, Inc. and Piedmont Coca-Cola Bottling
                          Partnership.


                           Page 8 of 28



                           SIGNATURES

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

                                        THE COCA-COLA COMPANY


                                        By: /s/ JAMES E. CHESTNUT
                                           --------------------------------
                                           James E. Chestnut
                                           Senior Vice President and
                                            Chief Financial Officer

Date: November 8, 1999

                                        THE COCA-COLA TRADING COMPANY


                                        By: /s/ JAMES E. CHESTNUT
                                           --------------------------------
                                           James E. Chestnut
                                           Vice President and
                                            Chief Financial Officer

Date: November 8, 1999

                                        COCA-COLA OASIS, INC.


                                        By: /s/ JAMES E. CHESTNUT
                                           --------------------------------
                                           James E. Chestnut
                                           Chief Financial Officer

Date: November 8, 1999
                                        CAROLINA COCA-COLA BOTTLING
                                        INVESTMENTS, INC.


                                        By: /s/ JAMES E. CHESTNUT
                                           --------------------------------
                                           James E. Chestnut
                                           Vice President and
                                            Chief Financial Officer

Date: November 8, 1999


                           Page 9 of 28



                         EXHIBIT INDEX



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

 A (99.1)      Directors and Executive Officers of the Reporting Persons

 B (99.2)      Letter of Intent among The Coca-Cola Company, Carolina
               Coca-Cola Bottling Investments, Inc., Coca-Cola Bottling Co.
               Consolidated, Coca-Cola Ventures, Inc. and Piedmont
               Coca-Cola Bottling Partnership.


                           Page 10 of 28

                                               EXHIBIT A (99.1)



     DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

     Set forth below is the name, business address and present
occupation or employment of each director and executive officer of
The Coca-Cola Company.  Except as indicated below, each such person
is a citizen of the United States.  None of the directors and
executive officers named below beneficially owns any Common Stock
or Class B Common Stock of Coca-Cola Bottling Co. Consolidated.
Directors of The Coca-Cola Company who are also executive officers
of The Coca-Cola Company are indicated by an asterisk.  Except as
indicated below, the business address of each executive officer of
The Coca-Cola Company is One Coca-Cola Plaza, Atlanta, Georgia
30313.

DIRECTORS OF THE COCA-COLA COMPANY

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

M. Douglas Ivester*  Chairman of the Board of
                     Directors and Chief
                     Executive Officer of
                     The Coca-Cola Company

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

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

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

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


                           Page 11 of 28



DIRECTORS OF THE COCA-COLA COMPANY (continued)

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

Susan B. King        Leader in Residence, Hart      Hart Leadership Program
                     Leadership Program, Sanford    Terry Sanford Institute
                     Institute of Public Policy,     of Public Policy
                     Duke University, a program     Duke University
                     for the development and        Box 90248
                     advancement of leadership      Durham, NC 27708-0248
                     and management skills in
                     the public and private
                     sectors

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

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

Paul F. Oreffice     Retired as Chairman of the     P.O. Box 4846
                     Board of Directors of The      Scottsdale, AZ 85261
                     Dow Chemical Company in
                     1992 (The Dow Chemical
                     Company is a diversified
                     chemical, metals, plastics
                     and packaging company)

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


                           Page 12 of 28



DIRECTORS OF THE COCA-COLA COMPANY (continued)

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

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

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


EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

Alexander R.C.       President of the Middle and
Allan                Far East Group

                     Mr. Allan is a citizen of the
                     United Kingdom

William P. Casey     Senior Vice President

Ralph H. Cooper      Senior Vice President

Douglas N. Daft      Senior Vice President

                     Mr. Daft is a citizen of
                     Australia

Timothy J. Haas      Senior Vice President

Stephen C. Jones     President of The Minute        The Minute Maid Company
                     Maid Company, a division of    2000 St. James Place
                     The Coca-Cola Company          Houston, TX 77056

                     Mr. Jones is a citizen of
                     Canada

Jack L. Stahl        Senior Vice President

Carl Ware            Senior Vice President

                           Page 13 of 28



EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY (continued)

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

Anton Amon           Senior Vice President

James E. Chestnut    Senior Vice President and
                     Chief Financial Officer

                     Mr. Chestnut is a citizen
                     of the United Kingdom.

Charles S. Frenette  Senior Vice President

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

George Gourlay       Senior Vice President

Michael W. Walters   Vice President

                           Page 14 of 28





 DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY

     Set forth below is the name, business address and present
occupation or employment of each director and executive officer of
The Coca-Cola Trading Company.  Except as indicated below, each
such person is a citizen of the United States.  None of the
directors and executive officers named below beneficially owns any
Common Stock or Class B Common Stock of Coca-Cola Bottling Co.
Consolidated.  Directors of The Coca-Cola Trading Company who are
also executive officers of The Coca-Cola Trading Company are
indicated by an asterisk.  Except as indicated below, the business
address of each executive officer of The Coca-Cola Trading Company
is One Coca-Cola Plaza, Atlanta, Georgia 30313.

DIRECTORS OF THE COCA-COLA TRADING COMPANY

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

M. Douglas Ivester   Chairman of the Board of
                     Directors and Chief
                     Executive Officer of
                     The Coca-Cola Company

James E. Chestnut*   Senior Vice President and
                     Chief Financial Officer of
                     The Coca-Cola Company; Vice
                     President and Chief
                     Financial Officer of
                     The Coca-Cola Trading
                     Company

                     Mr. Chestnut is a citizen
                     of the United Kingdom

Joseph R. Gladden,   Senior Vice President and
Jr.                  General Counsel of
                     The Coca-Cola Company


                           Page 15 of 28



EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

Carl K. Kooyoomjian  Assistant Vice President
                     and Director of Global
                     Procurement and Trading of
                     The Coca-Cola Company;
                     President of The Coca-Cola
                     Trading Company

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

Vincent M. Gioe      Director of Finance,
                     Global Procurement and
                     Trading of The Coca-Cola
                     Company; Vice President -
                     Finance of The Coca-Cola
                     Trading Company

Kenneth L. Carty     Director of Purchasing,
                     Global Products, Global
                     Procurement and Trading of
                     The Coca-Cola Company;
                     Vice President of
                     The Coca-Cola Trading
                     Company

Dallas A. Hurston    Assistant Vice President
                     and Director, Corporate
                     Real Estate of
                     The Coca-Cola Company;
                     Vice President of
                     The Coca-Cola Trading
                     Company


                           Page 16 of 28



EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY (continued)

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

Russell M. Breier    Director, Marketing Finance
                     of The Coca-Cola Company;
                     Vice President of
                     The Coca-Cola Trading
                     Company

Frederick Yochum     Director of General and
                     Administration Procurement,
                     Global Procurement and
                     Trading of The Coca-Cola
                     Company; Vice President of
                     The Coca-Cola Trading
                     Company

Eduardo M. Carreras  Senior Patent and Technology
                     Counsel, Corporate Legal of
                     The Coca-Cola Company;
                     General Counsel of
                     The Coca-Cola Trading
                     Company


                           Page 17 of 28




      DIRECTORS AND EXECUTIVE OFFICERS OF COCA-COLA OASIS, INC.

     Set forth below is the name, business address, present
occupation or employment of each director and executive officer of
Coca-Cola Oasis, Inc.  Except as indicated below, each such person
is a citizen of the United States.  None of the directors and
executive officers named below beneficially owns any Common Stock
or Class B Common Stock of Coca-Cola Bottling Co. Consolidated.
Directors of Coca-Cola Oasis, Inc. who are also executive officers
of Coca-Cola Oasis, Inc. are indicated by an asterisk.  Except as
indicated below, the business address of each executive officer of
Coca-Cola Oasis, Inc. is One Coca-Cola Plaza, Atlanta, Georgia
30313.

DIRECTORS OF COCA-COLA OASIS, INC.

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

M. Douglas Ivester   Chairman of the Board
                     of Directors and Chief
                     Executive Officer of
                     The Coca-Cola Company

James E. Chestnut*   Senior Vice President
                     and Chief Financial
                     Officer of
                     The Coca-Cola Company;
                     Chief Financial Officer
                     of Coca-Cola Oasis, Inc.

                     Mr. Chestnut is a
                     citizen of the United
                     Kingdom

Charles B. Fruit*    Vice President and
                     Director, Media and
                     Marketing Assets of
                     The Coca-Cola Company;
                     President of Coca-Cola
                     Oasis, Inc.


                           Page 18 of 28



EXECUTIVE OFFICERS OF COCA-COLA OASIS, INC.

                       PRINCIPAL OCCUPATION
      NAME                 OR EMPLOYMENT              ADDRESS

David M. Taggart     Vice President and
                     Treasurer of
                     The Coca-Cola Company;
                     Vice President and
                     Treasurer of Coca-Cola
                     Oasis, Inc.

Dallas A. Hurston    Assistant Vice President
                     and Director, Corporate
                     Real Estate of
                     The Coca-Cola Company;
                     Vice President of
                     Coca-Cola Oasis, Inc.

W. Dexter Brooks     Assistant General Counsel,
                     Legal Division of
                     The Coca-Cola Company;
                     Vice President and
                     Assistant Secretary of
                     Coca-Cola Oasis, Inc.

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


                           Page 19 of 28





        DIRECTORS AND EXECUTIVE OFFICERS OF CAROLINA COCA-COLA
                       BOTTLING INVESTMENTS, INC.

     Set forth below is the name, business address, present
occupation or employment of each director and executive officer of
Carolina Coca-Cola Bottling Investments, Inc.  Except as indicated
below, each such person is a citizen of the United States.  None of
the directors and executive officers named below beneficially owns
any Common Stock or Class B Common Stock of Coca-Cola Bottling Co.
Consolidated.  Directors of Carolina Coca-Cola Bottling
Investments, Inc. who are also executive officers of Carolina
Coca-Cola Bottling Investments, Inc. are indicated by an asterisk.
Except as indicated below, the business address of each executive
officer of Carolina Coca-Cola Bottling Investments, Inc. is
One Coca-Cola Plaza, Atlanta, Georgia 30313.

DIRECTORS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

Lawrence R. Cowart*  Vice President and
                     Director of Business
                     Development of
                     The Coca-Cola Company;
                     President of Carolina
                     Coca-Cola Bottling
                     Investments, Inc.

Gary P. Fayard       Vice President and
                     Controller of
                     The Coca-Cola Company

James E. Chestnut*   Senior Vice President
                     and Chief Financial
                     Officer of
                     The Coca-Cola Company;
                     Vice President and Chief
                     Financial Officer of
                     Carolina Coca-Cola
                     Bottling Investments,
                     Inc.

                     Mr. Chestnut is a
                     citizen of the United
                     Kingdom


                           Page 20 of 28



EXECUTIVE OFFICERS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

David M. Taggart     Vice President and
                     Treasurer of
                     The Coca-Cola Company;
                     Vice President,
                     Treasurer and
                     Assistant Secretary of
                     Carolina Coca-Cola
                     Bottling Investments,
                     Inc.

                           Page 21 of 28



                                               EXHIBIT B (99.2)



                     November 4, 1999


Piedmont Coca-Cola Bottling Partnership
Coca-Cola Bottling Co. Consolidated
Coca-Cola Ventures, Inc.
c/o Coca-Cola Bottling Co. Consolidated
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211

Attention:      David Singer

        Re:     Redemption of Ownership Interest in Piedmont Coca-Cola
                Bottling Partnership and Related Transactions
                ------------------------------------------------------

Gentlemen:

     This letter sets forth the mutual intentions of The Coca-Cola Company,
a Delaware corporation ("KO"); Carolina Coca-Cola Bottling Investments, Inc.,
a Delaware corporation and an indirect wholly owned subsidiary of KO ("KO
Subsidiary"); Coca-Cola Bottling Co. Consolidated, a Delaware corporation
("Coke Consolidated"); Coca-Cola Ventures, Inc., a Delaware corporation and
an indirect wholly owned subsidiary of Coke Consolidated ("Ventures"); and
Piedmont Coca-Cola Bottling Partnership ("Partnership") regarding the
transactions described in paragraph 1 below.  Each of the companies listed
in the foregoing sentence may be referred to as a "party" and together they
may be referred to as the "parties" in this letter.

1.   REDEMPTION OF PARTNERSHIP INTEREST AND ISSUANCE OF PREFERRED STOCK.
     Pursuant to paragraph 19.1 of the Partnership Agreement dated as of
     July 2, 1993 whereby the Partnership was formed, as amended ("Partnership
     Agreement"), KO Subsidiary's ownership interest in the Partnership will
     be redeemed in full on the terms and

                           Page 22 of 28





     conditions described in this letter.  Simultaneously with, and in
     consideration for, the redemption, the Partnership will transfer to KO
     Subsidiary all of the stock of a wholly owned subsidiary of the
     Partnership ("Piedmont Subsidiary").  In the alternative, should KO so
     instruct the Partnership, all or part of the stock of the Piedmont
     Subsidiary will be transferred to KO or another direct or indirect
     wholly owned subsidiary of KO.  References to KO in this letter may
     refer to KO alone, and/or to the KO Subsidiary and/or to such other
     direct or indirect wholly owned subsidiaries of KO as may be designated
     by KO as transferee(s) pursuant to the foregoing sentence.  At the time
     of the transfer of the stock of the Piedmont Subsidiary to KO, the only
     asset of the Piedmont Subsidiary will be all the authorized shares of a
     class of Preferred Stock of Coke Consolidated (the "Preferred Stock").
     The Preferred Stock will be non-voting stock.  The Preferred Stock will
     initially have a dividend rate of 4.3% per annum of the liquidation
     value of the Preferred Stock, which dividend yield will be reset, on
     dates to be negotiated, to a market rate equivalent to the rate of
     interest for five-year U.S. Treasury notes being issued at that time.
     Dividends will be paid in cash semi-annually by wire transfer on July 15
     and January 15 of each year.  The liquidation value of the Preferred
     Stock will equal $118 million.

2.   DEFINITIVE DOCUMENTS.  Definitive transaction documents will be prepared
     by KO's attorneys in form customary for transactions of this type and
     complexity.  The documents, in addition to those matters specifically set
     forth in this letter, will contain customary provisions, including
     without limitation, the following:

     a. representations and warranties, including without limitation, the
        following:

        (i)   a representation and warranty from Coke Consolidated to KO that
              the Preferred Stock has been owned only by the Piedmont
              Subsidiary; that it was purchased for $118 million in cash from
              Coke Consolidated; that the Preferred Stock is a separate and
              distinct class of Preferred Stock different from any other class
              of

                           Page 23 of 28



              equity security of Coke Consolidated that now is outstanding or
              now is the subject of any subscription, option, purchase or
              similar right; that it is fully paid and non-assessable, and
              such other matters as are customary upon the issuance of
              securities; and that no other person or entity has now, or ever
              had, rights of any kind including without limitation voting,
              options, liens, encumbrances, or purchase rights regarding the
              Preferred Stock; and

        (ii)  representations and warranties from Coke Consolidated, Ventures
              and the Partnership to KO that the Piedmont Subsidiary has never
              conducted business or owned any assets other than the $118
              million cash received from the Partnership as a capital
              contribution and the Preferred Stock; and that the stock of the
              Piedmont Subsidiary is owned by the Partnership free and clear
              of any encumbrance, lien or other right or interest of any other
              person or entity; and that no other person or entity now has, or
              ever had, rights of any kind, including without limitation,
              voting, options, liens, encumbrances, or purchase rights
              regarding any security of the Piedmont Subsidiary; and

        (iii) a representation and warranty from KO Subsidiary to the
              Partnership that its ownership interest in the Partnership is
              owned free and clear of any encumbrance, lien or other right
              or interest of any other person or entity; and that it is
              acquiring the stock of the Piedmont Subsidiary for investment
              purposes only and not with a view to the distribution thereof;
              and

        (iv)  representations and warranties from each party that it has
              received all necessary corporate approvals (including such Board
              and share owner, partner or similar approvals as may be
              required) and has the authority to enter into the transaction
              documents and to

                           Page 24 of 28



              consummate the transactions contemplated therein and in this
              letter; and

     b. customary covenants; and

     c. conditions precedent, including without limitation, the following:

        (i)   that KO's due diligence review of Coke Consolidated, as
              described in paragraph 3 below, be completed to its
              satisfaction; and

        (ii)  that the transactions receive Hart-Scott-Rodino clearance, and
              that any other requisite government approvals be obtained and
              that any waiting periods be complied with; and

        (iii) approval of the Boards of Directors and share owners of the
              parties as may be required; and

        (iv)  receipt of any required consents of parties to contracts; and

        (v)   execution of the definitive transaction documents and
              satisfaction of all conditions contained therein; and

        (vi)  delivery of opinions of counsel to Coke Consolidated and KO
              regarding the transactions described herein (with the form and
              substance of the opinions to be negotiated); and

     d. all relevant terms of the Preferred Stock, including without
        limitation

        (i)   those provisions specified in this letter; and

        (ii)  a provision that, upon the request of either KO or Coke
              Consolidated, the other will negotiate in good faith the terms
              upon which the Preferred Stock might be repurchased by Coke
              Consolidated from KO, it being understood that this obligation
              to negotiate is not intended to create any binding obligation on
              either KO or Coke Consolidated to consummate such a repurchase,
              but

                           Page 25 of 28



              instead is intended only to require a good faith negotiation so
              that each may consider whether such repurchase is in its best
              interest at the time.

3.   DUE DILIGENCE.  Pending the closing, KO and its employees and agents will
     have reasonable access to the various locations of Coke Consolidated and
     its personnel, accountants, lawyers and consultants during its normal
     operating hours for the purpose of conducting, at KO's expense, a
     financial, business and legal due diligence review of Coke Consolidated
     and its operations.

4.   CLOSING.  Subject to negotiation of the definitive transaction documents
     and to the satisfaction of the conditions set forth therein and in this
     letter, the parties will use their reasonable efforts to cause the
     closing of the transactions contemplated by this letter (the "Closing
     Date") to occur on or before December 31, 1999.

5.   CONFIDENTIALITY; NO DISCLOSURE OR PUBLIC ANNOUNCEMENT.  No party hereto
     and none of their respective agents or representatives will make any
     disclosure or public announcement concerning the transactions
     contemplated hereby without the prior written approval of both KO and
     Coke Consolidated.  Notwithstanding the prior sentence, should counsel
     to a party advise in writing that disclosure of any information about the
     transactions contemplated hereby is required by applicable law,
     regulation or court order, such party may make the required disclosure
     but only after reviewing the form, content and timing of such disclosure
     with the other parties and considering in good faith their input
     regarding such disclosures.

6.   OTHER RIGHTS.  Except as otherwise expressly provided in this letter,
     this letter shall not alter, amend, terminate or otherwise affect any
     rights of the parties under any other agreement or instrument to which
     any of them are parties.

7.   NON-BINDING LETTER.  This letter is not intended by the parties to
     constitute a contract or an offer to enter into a contract, nor to be
     binding upon any of the parties, nor to create any legal obligations or
     rights in any party with respect to

                           Page 26 of 28



     any of the matters set forth herein (other than the provisions stated in
     this paragraph and in paragraphs 5 and 9, which are intended to be
     binding and enforceable) and the parties hereto agree never to assert
     that the provisions hereof (other than the provisions stated in this
     paragraph and in paragraphs 5 and 9) were intended to create, or have
     created, any legal obligations or rights in any party or any other
     person with respect to the matters set forth herein.

8.   ASSIGNMENT.  No party shall assign or transfer any right or obligation
     hereunder whether by operation of law or otherwise without the prior
     written consent of the other parties.  Any such attempted assignment or
     transfer in violation of this section shall be void and without legal
     effect.  Notwithstanding the foregoing, KO and KO Subsidiary shall have
     the right to assign all or any of their rights hereunder to any direct
     or indirect wholly owned subsidiary of KO.

9.   GOVERNING LAW.  This letter and the proposed transactions shall be
     governed by the law of the State of Delaware without regard to the
     principles of conflict of law.

10.  MISCELLANEOUS.  Headings are provided for the convenience of the parties
     and shall not be deemed to have any interpretive meaning.


            [Remainder of page intentionally left blank]

                           Page 27 of 28





We look forward to working together to negotiate and close the transactions
described in this letter as soon as possible.  Kindly indicate you agreement
to the provisions of this letter by signing and returning to me at you
earliest convenience by facsimile to (404) 676-6275.

Cordially,

THE COCA-COLA COMPANY

By:   /s/ LAWRENCE R. COWART
      -----------------------
      Lawrence R. Cowart
      Vice President & Director of
        Business Development

CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.

By:   /s/ LAWRENCE R. COWART
      -----------------------
      Lawrence R. Cowart, President

Read and accepted this 5th day of November, 1999


PIEDMONT COCA-COLA BOTTLING PARTNERSHIP
By:   Coca-Cola Bottling Co. Consolidated, as Managing Agent

By:   /s/DAVID V.SINGER
      -----------------------
      David V. Singer
      Vice President and Chief Financial Officer

COCA-COLA BOTTLING CO. CONSOLIDATED

By:   /s/ DAVID V. SINGER
      -----------------------
      David V. Singer
      Vice President and Chief Financial Officer

COCA-COLA VENTURES, INC.

By:   /s/ DAVID V. SINGER
      -----------------------
      David V. Singer
      Vice President and Chief Financial Officer


                           Page 28 of 28