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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 3)

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


                       Coca-Cola Bottling Co. Consolidated
                          Common Stock, $1.00 par value
                         (Title of Class of Securities)


                                   191098-10-2
                                 (CUSIP Number)



                               John F. Henry, Jr.
                         Witt, Gaither & Whitaker, P.C.
                           1100 SunTrust Bank Building
                          Chattanooga, Tennessee 37402
                                 (423) 265-8881

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)



                                November 23, 1998

             (Date of Event Which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

Check the following box if a fee is being paid with the statement [_].





- --------------------------------------------------------------------------------
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     J. Frank Harrison, Jr.; J. Frank Harrison, III; Reid M. Henson; J. Frank
     Harrison Family, LLC; JFH Family Limited Partnership - FH1; JFH Family
     Limited Partnership - SW1; and JFH Family Limited Partnership - DC1, as a
     group
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                  (a) [X]
                                                                  (b) [_]

- --------------------------------------------------------------------------------
3    SEC USE ONLY



- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     OO   (Transactions  reported  herein  consist of  exchanges  and  transfers
          involving shares already owned by certain of the Reporting Persons)

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



- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States (see separate  cover pages for individual  Reporting  Persons
     who are not natural persons).

- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         4,804,772 shares

   SHARES      -----------------------------------------------------------------
               8    SHARED VOTING POWER
BENEFICIALLY
                    0 shares
  OWNED BY
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         2,086,821 shares

   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    0 shares

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    4,804,772 shares

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

                                                                      [_]

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

                    55.82%

- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

                    N/A (See separate cover sheets for each member of group)

- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





- --------------------------------------------------------------------------------
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     J. Frank Harrison, Jr.

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

- --------------------------------------------------------------------------------
3    SEC USE ONLY



- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     OO   (Transactions  reported  herein  consist of  exchanges  and  transfers
          involving shares already owned by certain of the Reporting Persons)
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]



- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         2,177,106 shares

   SHARES      -----------------------------------------------------------------
               8    SHARED VOTING POWER
BENEFICIALLY
                    0 shares
  OWNED BY
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         1,705,534 shares

   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    0 shares

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    2,177,106 shares

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

                                                                      [_]

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

                    25.72%

- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

                    IN

- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





- --------------------------------------------------------------------------------
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     J. Frank Harrison, III

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

- --------------------------------------------------------------------------------
3    SEC USE ONLY



- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     OO   (Transactions  reported  herein  consist of  exchanges  and  transfers
          involving shares already owned by certain of the Reporting Persons)
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]



- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         2,625,666 shares

   SHARES      -----------------------------------------------------------------
               8    SHARED VOTING POWER
BENEFICIALLY
                    0 shares
  OWNED BY
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         143,501 shares

   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    235,786 shares

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    2,861,452 shares

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

                                                                      [_]

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

                    33.64%

- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

                    IN

- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





- --------------------------------------------------------------------------------
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Reid M. Henson

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

- --------------------------------------------------------------------------------
3    SEC USE ONLY



- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     OO   (Transactions  reported  herein  consist of  exchanges  and  transfers
          involving shares already owned by certain of the Reporting Persons)

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



- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         2,000 shares

   SHARES      -----------------------------------------------------------------
               8    SHARED VOTING POWER
BENEFICIALLY
                    0 shares
  OWNED BY
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         2,000 shares

   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    235,786 shares

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    237,786 shares

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

                                                                      [_]

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

                    2.84%

- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

                    IN

- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





- --------------------------------------------------------------------------------
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     J. Frank Harrison Family, LLC

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

- --------------------------------------------------------------------------------
3    SEC USE ONLY



- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     OO   (Transactions  reported  herein  consist of  exchanges  and  transfers
          involving shares already owned by certain of the Reporting Persons)

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



- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Tennessee

- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         1,605,534 shares

   SHARES      -----------------------------------------------------------------
               8    SHARED VOTING POWER
BENEFICIALLY
                    0 shares
  OWNED BY
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         1,605,534 shares

   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    0 shares

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    1,605,534 shares

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

                                                                      [_]

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

                    19.19%

- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

                    OO (Limited Liability Company)

- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





- --------------------------------------------------------------------------------
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     JFH Family Limited Partnership - FH1

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

- --------------------------------------------------------------------------------
3    SEC USE ONLY



- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     OO   (Transactions  reported  herein  consist of  exchanges  and  transfers
          involving shares already owned by certain of the Reporting Persons)
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]



- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Tennessee

- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         535,178 shares

   SHARES      -----------------------------------------------------------------
               8    SHARED VOTING POWER
BENEFICIALLY
                    0 shares
  OWNED BY
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         535,178 shares

   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    0 shares

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    535,178 shares

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

                                                                      [_]

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

                    6.40%

- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

                    PN

- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





- --------------------------------------------------------------------------------
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     JFH Family Limited Partnership - SW1

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

- --------------------------------------------------------------------------------
3    SEC USE ONLY



- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     OO   (Transactions  reported  herein  consist of  exchanges  and  transfers
          involving shares already owned by certain of the Reporting Persons)
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]



- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Tennessee

- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         535,178 shares

   SHARES      -----------------------------------------------------------------
               8    SHARED VOTING POWER
BENEFICIALLY
                    0 shares
  OWNED BY
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         535,178 shares

   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    0 shares

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    535,178 shares

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

                                                                      [_]

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

                    6.40%

- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

                    PN

- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





- --------------------------------------------------------------------------------
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     JFH Family Limited Partnership - DC1

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

- --------------------------------------------------------------------------------
3    SEC USE ONLY



- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     OO   (Transactions  reported  herein  consist of  exchanges  and  transfers
          involving shares already owned by certain of the Reporting Persons)

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



- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Tennessee

- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         535,178 shares

   SHARES      -----------------------------------------------------------------
               8    SHARED VOTING POWER
BENEFICIALLY
                    0 shares
  OWNED BY
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         535,178 shares

   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    0 shares

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    535,178 shares

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

                                                                      [_]

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

                    6.40%

- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

                    PN

- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





Item 1.   Security and Issuer.

          Coca-Cola Bottling Co. Consolidated Common Stock, $1.00 par value

          Coca-Cola Bottling Co. Consolidated ("Consolidated")
          1900 Rexford Road
          Charlotte, NC 28211

Item 2.   Identity and Background.

     This  Statement  is being  filed on behalf of: J. Frank  Harrison,  Jr.; J.
Frank Harrison,  III; Reid M. Henson; J. Frank Harrison Family,  LLC; JFH Family
Limited  Partnership - FH1; JFH Family Limited Partnership - SW1; and JFH Family
Limited  Partnership  - DC1.  J. Frank  Harrison,  Jr. is the father of J. Frank
Harrison, III.

     J. Frank Harrison  Family,  LLC is the general partner of each of the three
Harrison family limited  partnerships (JFH Family Limited Partnership - FH1, JFH
Family Limited  Partnership - SW1, and JFH Family Limited Partnership - DC1). As
described in more detail in Item 3 hereof, J. Frank Harrison,  Jr. is designated
as the "Chief Manager" and the "Consolidated  Stock Manager" under the Operating
Agreement for J. Frank Harrison Family, LLC.

A.   J. Frank Harrison, Jr.

     (a)  J. Frank Harrison, Jr.

     (b)  Suite 901 - Tallan Building
          2 Union Square
          Chattanooga, TN 37402

     (c)  Chairman - Emeritus of the Board of Directors
          Coca-Cola Bottling Co. Consolidated
          1900 Rexford Road
          Charlotte, North Carolina 28211

     (d)  No.

     (e)  No.

     (f)  United States Citizen

B.   J. Frank Harrison, III

     (a)  J. Frank Harrison, III





     (b)  1900 Rexford Road
          Charlotte, North Carolina 28211

     (c)  Chairman of the Board of Directors and Chief Executive Officer
          Coca-Cola Bottling Co. Consolidated
          1900 Rexford Road
          Charlotte, North Carolina 28211

     (d)  No.

     (e)  No.

     (f)  United States Citizen

C.   Reid M. Henson

     (a)  Reid M. Henson

     (b)  Suite 901 - Tallan Building
          2 Union Square
          Chattanooga, TN 37402

     (c)  Vice Chairman of the Board of Directors
          Coca-Cola Bottling Co. Consolidated
          1900 Rexford Road
          Charlotte, North Carolina 28211

     (d)  No.

     (e)  No.

     (f)  United States Citizen

D.   J. Frank Harrison Family, LLC

     (a)  Name:           J. Frank Harrison Family, LLC ("Harrison Family, LLC")

     (b)  Principal       General Partner of three family limited partnerships.
          Business:

     (c)  Principal       Suite 901 - Tallan Building
          Business        2 Union Square
          Address/        Chattanooga, TN  37402
          Office:

     (d)  No.

     (e)  No.




E.   JFH Family Limited Partnership-FH1

     (a)  Name:           JFH Family Limited Partnership-FH1 ("FH1 Partnership")

     (b)  Principal 
          Business:       Family limited partnership, formed to enhance and
                          preserve the assets of J. Frank Harrison, Jr. and his
                          issue.

     (c)  Principal       Suite 901 - Tallan Building
          Business        2 Union Square
          Address/        Chattanooga, TN  37402
          Office:

     (d)  No.

     (e)  No.

F.   JFH Family Limited Partnership-SW1

     (a)  Name:           JFH Family Limited Partnership-SW1 ("SW1 Partnership")

     (b)  Principal       
          Business:       Family limited partnership, formed to enhance and
                          preserve the assets of J. Frank Harrison, Jr. and his
                          issue.

     (c)  Principal       Suite 901 - Tallan Building
          Business        2 Union
          Address/        Chattanooga, TN 37402
          Office:
          Square

     (d)  No.

     (e)  No.

G.   JFH Family Limited Partnership-DC1

     (a)  Name:           JFH Family Limited Partnership-DC1 ("DC1 Partnership")

     (b)  Principal       
          Business:       Family limited partnership, formed to enhance and
                          preserve the assets of J. Frank Harrison, Jr. and his
                          issue.

     (c)  Principal       Suite 901 - Tallan Building
          Business        2 Union Square
          Address/        Chattanooga, TN 37402
          Office:

     (d)  No.

     (e)  No.





Item 3.   Source and Amount of Funds or Other Consideration.

     J. Frank Harrison,  III, J. Frank Harrison,  Jr. and Reid M. Henson, acting
as a group,  may be deemed to have acquired  "beneficial  ownership"  within the
meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"Act"), and the rules and regulations thereunder,  of the shares of Common Stock
reported  in the  original  filing of this  Statement  as a result of the Voting
Agreement among J. Frank Harrison,  III, J. Frank Harrison,  Jr., Reid M. Henson
(in his capacity as  co-trustee of certain  trusts) and The  Coca-Cola  Company,
dated as of January 27, 1989 (the "Voting Agreement") and as described in Item 6
below, because, as a consequence of executing the Voting Agreement,  they may be
deemed to have formed a "group"  within the meaning of Section  13(d) of the Act
for the purpose of acquiring,  holding, voting or disposing of equity securities
of Consolidated, as contemplated by Rule 13c-5 under the Act. The acquisition of
such  beneficial  ownership by the  stockholders  as a group did not require the
payment of any funds or other consideration (other than as described in response
to Item 6 below),  because all of the shares of Common  Stock that may be deemed
to be beneficially owned by the stockholders as a group at the present time were
either  beneficially  owned by one or more of the stockholders  prior to January
27, 1989 or were acquired as the result of the grant of the  Irrevocable  Proxy,
as defined and described below in Item 4.

     Pursuant  to the terms of a Letter  Agreement  dated  March  24,  1993 (the
"Letter of Intent"),  a  Reorganization  Plan and Agreement  dated April 2, 1993
(the "RPA") and a Merger Agreement dated April 2, 1993 (the "Merger Agreement"),
Consolidated  acquired all outstanding  shares of capital stock of Whirl-i-Bird,
Inc.  ("Whirl-i-Bird")  from J.  Frank  Harrison,  Jr. (as sole  shareholder  of
Whirl-i-Bird) in exchange for 80,000 shares of Consolidated's  Common Stock. The
acquisition was accomplished  through the merger of a wholly owned subsidiary of
Consolidated with and into Whirl-i-Bird  (the "Merger").  Additional  details of
the Merger are described in Item 6.

     Effective November 23, 1998, J. Frank Harrison,  Jr. exercised rights which
he previously  had been granted by  Consolidated  to exchange  792,796 shares of
Common  Stock  for  792,796  shares  of  Class B  Common  Stock  (the  "Harrison
Exchange").  Mr. Harrison  already owned the shares of Common Stock used to make
this exchange.

     The sole initial Members of Harrison Family, LLC are J. Frank Harrison, Jr.
(in his individual  capacity) and J. Frank Harrison,  III and Reid M. Henson (in
their capacity as co-trustees  under the Irrevocable Trust Agreement of J. Frank
Harrison dated October 14, 1988 (the "JFH Trust")). Effective November 23, 1998,
Harrison Family,  LLC was capitalized by its Members through the contribution of
previously owned shares of Consolidated's Class B Common Stock (convertible into
Common Stock) in the following amounts: J. Frank Harrison,  Jr. - 30,114 shares;
JFH Trust - 1,998 shares.

     The general  partner of FH1  Partnership is Harrison  Family,  LLC, and the
limited partners are J. Frank Harrison,  Jr. (in his individual capacity) and J.
Frank Harrison,  III and Reid M. Henson (in their capacity as co-trustees  under
the JFH Trust).  Effective  November 23, 1998, FH1  Partnership  was capitalized
through the  contribution of previously owned shares of  Consolidated's  Class B
Common Stock (convertible into Common Stock) by its general and





limited partners in the following amounts: Harrison Family, LLC - 10,704 shares;
J. Frank Harrison, Jr. - 492,826 shares; and JFH Trust - 32,648 shares.

     The general  partner of SW1  Partnership is Harrison  Family,  LLC, and the
limited partners are J. Frank Harrison,  Jr. (in his individual capacity) and J.
Frank Harrison,  III and Reid M. Henson (in their capacity as co-trustees  under
the JFH Trust).  Effective  November 23, 1998, SW1  Partnership  was capitalized
through the  contribution of previously owned shares of  Consolidated's  Class B
Common Stock (convertible into Common Stock) by its general and limited partners
in the  following  amounts:  Harrison  Family,  LLC - 10,704  shares;  J.  Frank
Harrison, Jr. - 492,826 shares; and JFH Trust - 32,648 shares.

     The general  partner of DC1  Partnership is Harrison  Family,  LLC, and the
limited partners are J. Frank Harrison,  Jr. (in his individual capacity) and J.
Frank Harrison,  III and Reid M. Henson (in their capacity as co-trustees  under
the JFH Trust).  Effective  November 23, 1998, DC1  Partnership  was capitalized
through the  contribution of previously owned shares of  Consolidated's  Class B
Common Stock (convertible into Common Stock) by its general and limited partners
in the  following  amounts:  Harrison  Family,  LLC - 10,704  shares;  J.  Frank
Harrison, Jr. - 492,826 shares; and JFH Trust - 32,648 shares.

Item 4.   Purpose of Transaction.

     On January 27, 1989, J. Frank  Harrison,  III, J. Frank  Harrison,  Jr. and
Reid M. Henson,  Co-Trustee  entered into a Voting  Agreement with The Coca-Cola
Company  respecting  all  shares  of Common  Stock  and Class B Common  Stock of
Consolidated  which they held or, as to which, in the case of J. Frank Harrison,
III and J.  Frank  Harrison,  Jr.,  they had the right to vote or, as to Reid M.
Henson,  he had the right to vote as Co-Trustee  of certain  trusts (the "Voting
Agreement").  Pursuant to the Voting Agreement, J. Frank Harrison, III, J. Frank
Harrison, Jr. and Reid M. Henson agreed to vote their shares of Common Stock and
Class B Common Stock for a nominee of The  Coca-Cola  Company for  election,  as
director,  to the Board of Directors of Consolidated.  An irrevocable  proxy was
granted to J. Frank Harrison,  III, for life and then to J. Frank Harrison,  Jr.
by The Coca-Cola Company with respect to all shares of Class B. Common Stock and
Common  Stock  held  by  it  during  the  term  of  the  Voting  Agreement  (the
"Irrevocable Proxy").

     The  Class B Common  Stock is not a class of  securities  registered  under
Section  12 of the Act;  however,  it is  entitled  to 20 votes per share and is
convertible on a share for share basis into Common Stock.

     The  Irrevocable  Proxy covers  voting on the election of directors and any
other  matters  on which  holders  of Common  Stock or Class B Common  stock are
entitled to vote;  however,  the  Irrevocable  Proxy does not cover  voting with
respect  to any  merger,  consolidation,  sale  of all or  substantially  all of
Consolidated's  assets,  any other  corporate  reorganization  or other  similar
corporate transaction involving Consolidated in which Messrs.  Harrison, III and
Harrison, Jr. would not exercise voting control over the resulting entity.





     The Coca-Cola Company agreed in the Voting Agreement to support the control
of Consolidated by the Harrison family, provided that Messrs.  Harrison, III and
Harrison,  Jr.  or  either  of them  are  actively  involved  in  Consolidated's
management.

     The Voting Agreement and Irrevocable  Proxy replaced a voting agreement and
irrevocable proxy among J. Frank Harrison,  Jr., J. Frank Harrison,  III and The
Coca-Cola Company which was terminated on January 27, 1989. Certain  information
concerning the previous voting agreement and irrevocable proxy were disclosed in
a statement on Schedule 13G filed by J. Frank Harrison, Jr.

     The principal purpose of the Merger, which was the subject of Amendment No.
2 to this  Statement,  was the  acquisition  by  Consolidated  of  control  over
Whirl-i-Bird's  primary  asset,  a 1979 Sikorsky  Aircraft  Company Model S-76-A
helicopter. Consolidated had previously leased this helicopter from Whirl-i-Bird
for approximately 80% of the aircraft's available hours.

     J. Frank Harrison, Jr. and the co-trustees of the JFH Trust formed Harrison
Family,  LLC  and  three  family  limited  partnerships  (FH1  Partnership,  SW1
Partnership,  and  DC1  Partnership),  and  capitalized  these  entities  in the
transactions described in Item 3 above, to enhance and preserve the assets of J.
Frank Harrison,  Jr. and his issue and to provide for continuity  concerning the
interests of J. Frank Harrison, Jr. and members of his family in Consolidated.

     Otherwise than as described herein,  the reporting persons do not presently
have any plans or proposals which relate to or would result in:

     (a)  The acquisition by any person of additional  securities of the issuer,
          or the disposition of securities of the issuer;

     (b)  An   extraordinary   corporate   transaction,   such   as  a   merger,
          reorganization  or  liquidation,  involving  the  issuer or any of its
          subsidiaries;

     (c)  A sale or transfer of a material amount of assets of the issuer or any
          of its subsidiaries;

     (d)  Any change in the present  board of  directors  or  management  of the
          issuer,  including any plans or proposals to change the number or term
          of directors or to fill any existing vacancies on the board;

     (e)  Any material change in the present  capitalization  or dividend policy
          of the issuer;

     (f)  Any  other  material  change in the  issuer's  business  or  corporate
          structure, including but not limited to, if the issuer is a registered
          closed-end  investment  company,  any plans or  proposals  to make any
          changes  in its  investment  policy  for which a vote is  required  by
          section 13 of the Investment Company Act of 1940;

     (g)  Changes in the issuer's charter,  bylaws or instruments  corresponding
          thereto or other actions which may impede the  acquisition  of control
          of the issuer by any person;

     (h)  Causing a class of  securities  of the  issuer to be  delisted  from a
          national securities exchange or to cease to be authorized to be quoted
          in  an  inter-dealer   quotation  system  of  a  registered   national
          securities association;

     (i)  A class of equity  securities  of the  issuer  becoming  eligible  for
          termination of registration  pursuant to Section  12(g)(4) of the Act;
          or

     (j)  Any action similar to any of those enumerated above.




Item 5.   Interest in Securities of the Issuer.

(a)&(b) Amount and Nature of Beneficial Ownership Reported:

     The Reporting Persons, as a group,  collectively have beneficial  ownership
with respect to an aggregate of 4,804,772  shares (or 55.82%) of  Consolidated's
Common Stock.  The Common Stock has one vote per share on all matters  submitted
for a vote of  Consolidated's  shareholders  and the Class B Common Stock has 20
votes per share on such matters.  Accordingly, the beneficial ownership reported
herein for the Reporting Persons represents (collectively)  approximately 92.8%1
of the total voting power of the  outstanding  shares of  Consolidated's  Common
Stock and Class B Common Stock. Such beneficial ownership is held as follows:

     (i)       1,605,534 shares of Class B Common Stock (convertible into Common
               Stock) held directly by three family limited  partnerships  (with
               535,178  shares  held by each  of the  FH1  Partnership,  the SW1
               Partnership  and the  DC1  Partnership),  as to  which  J.  Frank
               Harrison,  Jr.  possesses  sole voting power and sole  investment
               power  pursuant  to the  terms  of  the  operating  agreement  of
               Harrison  Family,  LLC (which is the general partner of each such
               partnership);

     (ii)      235,786 shares of Common Stock held by a trust for the benefit of
               certain  relatives  of J. Frank  Harrison,  Jr.,  as to which Mr.
               Harrison, Jr. possesses sole voting power;

     (iii)     1,984,495  shares of Common  Stock and 497,670  shares of Class B
               Common Stock (convertible into Common Stock) held directly by The
               Coca-Cola  Company,  subject to the terms of the Voting Agreement
               and Irrevocable  Proxy granted to J. Frank  Harrison,  III during
               his  lifetime and  thereafter  to J. Frank  Harrison,  Jr. by The
               Coca-Cola Company, as to which shares The Coca-Cola Company holds
               sole investment power;

     (iv)      235,786 shares of Class B Common Stock  (convertible  into shares
               of Common  Stock)  held by a trust for the  benefit  of J.  Frank
               Harrison,  Jr.  and  certain  of his  relatives,  as to which Mr.
               Harrison,  Jr.  possesses  sole  voting  power and as to which J.
               Frank Harrison,  III and Reid M. Henson share investment power as
               Co-Trustees;

     (v)       741 shares of Common Stock and 260 shares of Class B Common Stock
               (convertible into Common Stock) held by J. Frank Harrison, III as
               custodian


- ----------
(1) The percentage of class shown above for the Common Stock gives effect to (i)
the  conversion of shares of Class B Common Stock held by the Reporting  Persons
into Common  Stock and (ii) the  exercise of  presently  exercisable  options to
acquire a total of 242,500 shares of Common Stock held by J. Frank Harrison, Jr.
and J. Frank  Harrison,  III,  but the  calculation  of the  Reporting  Persons'
percentage  of total  voting  power  does not give  effect  to such  theoretical
conversion of shares or exercise of options.  If such transactions were presumed
to have  occurred,  the  Reporting  Persons  would own  beneficially  securities
representing approximately 55.9% of Consolidated's total voting power.





               for  certain of his  children  under the North  Carolina  Uniform
               Gifts to Minors Act, as to which Mr. Harrison, III possesses sole
               voting and investment power;

     (vi)      2,000 shares of Common Stock owned directly by Reid M. Henson, as
               to which he possesses sole voting and investment power;

     (vii)     100,000  shares of Common Stock subject to presently  exercisable
               stock options held by J. Frank Harrison, Jr. as to which (if such
               option were  exercised)  Mr.  Harrison,  Jr.  would  possess sole
               voting and investment power; and

     (viii)    142,500  shares of Common Stock subject to presently  exercisable
               stock options held by J. Frank Harrison, III as to which (if such
               option were  exercised)  Mr.  Harrison,  III would  possess  sole
               voting and investment power.

(c)  Recent Transactions.

     See response to Items 3, 4 and 6.

(d)  Ownership of More than Five Percent on Behalf of Another Person:

     The Co-Trustees of a trust for the benefit of certain relatives of J. Frank
Harrison,  Jr.  hold sole  investment  power with  respect to 235,786  shares of
Common Stock, the power to vote such shares being held by Mr. Harrison, Jr.

     Other than as described in response to Item 5 above,  no persons other than
the persons  filing this statement are known to have the right to receive or the
power to direct the receipt of dividends  or the proceeds  from the sale of such
securities.

(e)  Ownership of Five Percent or Less or Class:

     N/A

Item 6.   Contracts, Arrangements,  Understandings or Relationships With Respect
          to Securities of the Issuer.

     On December 17, 1988 J. Frank  Harrison,  Jr., J. Frank  Harrison,  III and
certain  family-related  trusts  affiliated with J. Frank  Harrison,  Jr. and J.
Frank  Harrison,   III  (collectively   referred  to  in  this  Item  6  as  the
"Harrisons"),  entered  into  an  agreement  with  The  Coca-Cola  Company  (the
"Shareholder's Agreement").

     Pursuant  to the  Shareholder's  Agreement,  which has a term of ten years,
expiring in 1998:  (i) the Harrisons  expressed a commitment to remain  actively
involved and interested in the





management and operations of Consolidated  during the term of the  Shareholder's
Agreement;  (ii) the  Harrisons  agreed not to dispose of their shares of Common
Stock and Class B Common Stock during the term of the  Agreement  (other than to
certain permitted  transferees,  i.e., the lineal  descendants of the Harrisons,
certain  other  related  persons,  trusts and  entities  and subject to any such
permitted  transferee's  agreeing to be bound by the terms of the  Shareholder's
Agreement)  without first offering such shares to The Coca-Cola  Company;  (iii)
the  Harrisons  were granted the right,  exercisable  for a period of five years
following  the fifth  anniversary  of the  Shareholder's  Agreement to cause The
Coca-Cola  Company to purchase  all or a portion of their shares of Common Stock
and Class B Common Stock subject to the  Shareholder's  Agreement at a price per
share and on such terms as determined by the Shareholder's  Agreement;  and (iv)
The Coca-Cola  Company was granted the right to acquire the Harrisons' shares of
Common  Stock and Class B Common Stock at a price per share and on such terms as
determined by the  Shareholder's  Agreement  upon the  circumstance  of an offer
having been made which, if  consummated,  would result in a change in control of
Consolidated  or the  sale  of  all  or  substantially  all  of  the  assets  of
Consolidated, and the Harrisons intend to vote in favor of such transaction.

     On January 27, 1989, J. Frank  Harrison,  III, J. Frank  Harrison,  Jr. and
Reid M. Henson, Co-Trustee entered into a Voting Agreement and Irrevocable Proxy
with The Coca-Cola Company concerning shares of Consolidated's  Common Stock and
Class B  Common  Stock,  as  described  in more  detail  above in Item 4 of this
Statement.

     On  April  9,  1993,  pursuant  to the  terms  of the RPA  and  the  Merger
Agreement,  a wholly owned  subsidiary of Consolidated  was merged with and into
Whirl-i-Bird and Whirl-i-Bird  became a wholly owned subsidiary of Consolidated.
In  connection  with  the  Merger,  Mr.  Harrison,   Jr.,  sole  shareholder  of
Whirl-i-Bird,  received 80,000 shares of Consolidated's Common Stock in exchange
for all of the issued and outstanding  shares of  Whirl-i-Bird's  capital stock.
For purposes of the Merger exchange,  Consolidated's  Common Stock was valued by
the  parties at $20 per share,  the  closing  price for such stock on the NASDAQ
National Market System on March 17, 1993 (the date that Consolidated's  Board of
Directors  approved the form of  consideration  for the  Merger).  The number of
Consolidated  Shares to be delivered in exchange  for  Whirl-i-Bird's  stock was
determined based on the fair market value of  Whirl-i-Bird's  balance sheet. The
fair market  value of the balance  sheet was  determined  by  subtracting  total
liabilities  (approximately  $325,000)  from the fair  value  of net  assets  of
Whirl-i-Bird.  Fair  value  of  Whirl-i-Bird's  net  assets  consisted  of  cash
(approximately  $25,000) and the average of three  appraisals of  Whirl-i-Bird's
primary asset, a 1979 Sikorsky  Aircraft Company Model S-76-A  helicopter (which
appraisals averaged approximately $1,900,000).

     The shares issued to Mr.  Harrison,  Jr. in connection with the Merger have
not been  registered by  Consolidated,  in reliance on  applicable  registration
exemptions  contained  in federal and state  securities  laws.  The  certificate
issued to Mr. Harrison,  Jr. representing such shares is legended to reflect the
restricted  nature of the shares.  Under  Section  7.4 of the RPA,  Consolidated
granted Mr.  Harrison,  Jr.  certain "on  demand" and  "piggyback"  registration
rights with respect to the shares of Common Stock issued in the Merger,  subject
to  the  limitations  contained  in the  RPA.  The  RPA  also  contains  certain
representations  and warranties  given by Consolidated,  Consolidated's  merging
subsidiary, Mr. Harrison, Jr. and Whirl-i-Bird in connection with the Merger.





     For a complete  description  of the terms and  conditions of the Merger and
the related  issuance to Mr.  Harrison,  Jr. of 80,000 shares of  Consolidated's
Common Stock,  reference is hereby made to the Letter of Intent, the RPA and the
Merger Agreement (Exhibits 2.1, 2.2 and 2.3, respectively, to Amendment No. 2 to
this  Statement).  The Letter of Intent,  the RPA and the Merger  Agreement  are
hereby expressly incorporated herein by reference and made a part hereof.

     As general partner of each of FH1  Partnership,  SW1  Partnership,  and DC1
Partnership,  Harrison Family,  LLC holds voting power and investment power with
respect to all of the shares of Consolidated  stock held by each of these family
limited  partnerships.  Under the terms of the Operating  Agreement for Harrison
Family,  LLC, J. Frank Harrison,  Jr., as Consolidated  Stock Manager,  has sole
voting power and  investment  power with respect to which the limited  liability
company  exercises  voting power or investment  power (either directly or in its
capacity as general partner of the three Harrison family limited partnerships).

     Effective  November 23, 1998, in connection with the Harrison  Exchange and
the related Harrison family limited partnership transactions described in Item 3
of this  Amendment  No. 3, The  Coca-Cola  Company  and one of its  subsidiaries
(which holds certain of the Coca-Cola  Company's  shares of Consolidated  Common
Stock) entered into an Agreement with J. Frank Harrison, Jr., J. Frank Harrison,
III  (individually  and in his capacity as co-trustee of certain Harrison family
trusts) and Reid M. Henson (in his capacity as  co-trustee  of certain  Harrison
family  trusts)  (the  "Amendment  Agreement"),   pursuant  to  which:  (A)  the
Shareholder's  Agreement was amended to include Harrison Family, LLC and each of
the three family limited partnerships (the FH1 Partnership,  the SW1 Partnership
and the DC1 Partnership) within the definition of "Permitted  Transferees" under
such  agreement;  (B) the Voting  Agreement  was  amended  to  confirm  that the
Irrevocable  Proxy would not  terminate as a result of the transfers to Harrison
Family, LLC and the family limited partnerships  described in Item 3 hereof; and
(C)  The  Coca-Cola  Company  agreed,   for  purposes  of  a  Stock  Rights  and
Restrictions  Agreement dated January 27, 1989 between The Coca-Cola Company and
Consolidated,  that the transfers to Harrison Family, LLC and the family limited
partnerships described in Item 3 hereof would not affect the call option granted
by The Coca-Cola Company to Consolidated under Section 6 of such agreement.

     Other than the Voting Agreement,  the Irrevocable  Proxy, the Shareholder's
Agreement,  Amendment  Agreement as described herein, none of J. Frank Harrison,
Jr.,  J.  Frank  Harrison,  III,  Reid M.  Henson,  Harrison  Family,  LLC,  FH1
Partnership,  SW1  Partnership  or DC1  Partnership is a party to any contracts,
arrangements,  understandings  or  relationships  (legal or otherwise)  with any
person with respect to any securities of Consolidated.

Item 7.   Material to Be Filed as Exhibits.

          The following exhibits are filed with this Amendment No. 3:

          Exhibit 24.1        Power of Attorney dated December 1, 1998, executed
                              by J. Frank Harrison Family, LLC.



          Exhibit 24.2        Power of Attorney dated December 1, 1998, executed
                              by JFH Family Limited Partnership - FH1.

          Exhibit 24.3        Power of Attorney dated December 1, 1998, executed
                              by JFH Family Limited Partnership - SW1.

          Exhibit 24.4        Power of Attorney dated December 1, 1998, executed
                              by JFH Family Limited Partnership - DC1.

          Exhibit 99.1        Shareholder's  Agreement  dated  December 17, 1988
                              among The Coca-Cola  Company,  J. Frank  Harrison,
                              Jr., J. Frank Harrison, III and Reid M. Henson (in
                              his capacity as Co-Trustee of certain trusts).

          Exhibit 99.2        Voting  Agreement  and  Irrevocable   Proxy  dated
                              January 27, 1989 among The Coca-Cola  Company,  J.
                              Frank Harrison,  Jr., J. Frank  Harrison,  III and
                              Reid M. Henson (in his capacity as  Co-Trustee  of
                              certain trusts).

          Exhibit 99.3        Agreement  Regarding  Joint Filing of Statement on
                              Schedule 13D dated December 1, 1998.

          Exhibit 99.4        Agreement   dated  November  23,  1998  among  The
                              Coca-Cola  Company,  J. Frank  Harrison,  Jr.,  J.
                              Frank  Harrison,  III and Reid M.  Henson  (in his
                              capacity as Co-Trustee of certain trusts).





                                    SIGNATURE

     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.


December 1, 1998                            /s/ Reid M. Henson
- ----------------                            ------------------
Date                                        Reid M. Henson





                                    SIGNATURE

     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.


December 1, 1998                            /s/ Reid M. Henson, for
- ----------------                            -----------------------
Date                                        J. Frank Harrison, Jr.*


*    Executed by Reid M. Henson pursuant to Power of Attorney.





                                    SIGNATURE

     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.


December 1, 1998                            /s/ Reid M. Henson, for
- ----------------                            -----------------------
Date                                        J. Frank Harrison, III *



*    Executed by Reid M. Henson pursuant to Power of Attorney.





                                    SIGNATURE

     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.

                                            J. Frank Harrison Family, LLC

December 1, 1998                            /s/ Reid M. Henson, for
- ----------------                            -----------------------------
Date                                        By: J. Frank Harrison, Jr.*
                                            Title:  Chief Manager


*    Executed by Reid M. Henson pursuant to Power of Attorney.





                                    SIGNATURE

     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.

                                            JFH Family Limited Partnership - FH1
                                            By: J. Frank Harrison Family, LLC,
                                                its General Partner

December 1, 1998                            /s/ Reid M. Henson, for
- ----------------                            ------------------------------------
Date                                        By: J. Frank Harrison, Jr. *
                                            Title:  Chief Manager


*    Executed by Reid M. Henson pursuant to Power of Attorney.





                                    SIGNATURE

     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.

                                            JFH Family Limited Partnership - SW1
                                            By: J. Frank Harrison Family, LLC,
                                                its General Partner

December 1, 1998                            /s/ Reid M. Henson, for
- ----------------                            ------------------------------------
Date                                        By: J. Frank Harrison, Jr.*
                                            Title:  Chief Manager


*    Executed by Reid M. Henson pursuant to Power of Attorney.





                                    SIGNATURE

     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.

                                            JFH Family Limited Partnership - DC1
                                            By: J. Frank Harrison Family, LLC,
                                                its General Partner

December 1, 1998                            /s/ Reid M. Henson, for
- ----------------                            -----------------------
Date                                        By: J. Frank Harrison, Jr.*
                                            Title:  Chief Manager


*    Executed by Reid M. Henson pursuant to Power of Attorney.



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  hereby  constitutes and
appoints J. Frank Harrison,  Jr., J. Frank Harrison, III and Reid M. Henson, and
each of them, its true and lawful attorney-in-fact and agent, with full power of
substitution  and  re-substitution,  for it and in its name, place and stead, in
any and all capacities, to sign the Schedule 13D to be filed with the Securities
and Exchange  Commission by the  undersigned,  to sign the  Agreement  Regarding
Joint  Filing of Statement on Schedule  13D, to sign any and all  amendments  to
such  Schedule  13D and such  Agreement  Regarding  Joint Filing of Statement on
Schedule 13D, and to file the same with exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission,  granting unto
each such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite or necessary to be done in and about the
premises  as fully and to all  intents  and  purposes as it might or could do in
person,  hereby  ratifying and confirming  all that each such  attorney-in-fact,
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.


                                            J. Frank Harrison Family, LLC

                                            /s/ J. Frank Harrison, Jr.
                                            ------------------------------
                                            By:  J. Frank Harrison, Jr.
                                            Title:  Chief Manager


                                            December 1, 1998
                                            ------------------------------
                                            Effective Date



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  hereby  constitutes and
appoints J. Frank Harrison,  Jr., J. Frank Harrison, III and Reid M. Henson, and
each of them, its true and lawful attorney-in-fact and agent, with full power of
substitution  and  re-substitution,  for it and in its name, place and stead, in
any and all capacities, to sign the Schedule 13D to be filed with the Securities
and Exchange  Commission by the  undersigned,  to sign the  Agreement  Regarding
Joint  Filing of Statement on Schedule  13D, to sign any and all  amendments  to
such  Schedule  13D and such  Agreement  Regarding  Joint Filing of Statement on
Schedule 13D, and to file the same with exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission,  granting unto
each such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite or necessary to be done in and about the
premises  as fully and to all  intents  and  purposes as it might or could do in
person,  hereby  ratifying and confirming  all that each such  attorney-in-fact,
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.


                                            JFH Family Limited Partnership - FH1
                                            By: J. Frank Harrison Family, LLC,
                                                its General Partner

                                            /s/ J. Frank Harrison, Jr.
                                            ------------------------------------
                                            By:  J. Frank Harrison, Jr.
                                            Title:  Chief Manager


                                            December 1, 1998
                                            ------------------------------------
                                            Effective Date




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  hereby  constitutes and
appoints J. Frank Harrison,  Jr., J. Frank Harrison, III and Reid M. Henson, and
each of them, its true and lawful attorney-in-fact and agent, with full power of
substitution  and  re-substitution,  for it and in its name, place and stead, in
any and all capacities, to sign the Schedule 13D to be filed with the Securities
and Exchange  Commission by the  undersigned,  to sign the  Agreement  Regarding
Joint  Filing of Statement on Schedule  13D, to sign any and all  amendments  to
such  Schedule  13D and such  Agreement  Regarding  Joint Filing of Statement on
Schedule 13D, and to file the same with exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission,  granting unto
each such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite or necessary to be done in and about the
premises  as fully and to all  intents  and  purposes as it might or could do in
person,  hereby  ratifying and confirming  all that each such  attorney-in-fact,
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.


                                            JFH Family Limited Partnership - SW1
                                            By: J. Frank Harrison Family, LLC,
                                                its General Partner

                                            /s/ J. Frank Harrison, Jr.
                                            ------------------------------------
                                            By:  J. Frank Harrison, Jr.
                                            Title:  Chief Manager


                                            December 1, 1998
                                            ------------------------------------
                                            Effective Date




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  hereby  constitutes and
appoints J. Frank Harrison,  Jr., J. Frank Harrison, III and Reid M. Henson, and
each of them, its true and lawful attorney-in-fact and agent, with full power of
substitution  and  re-substitution,  for it and in its name, place and stead, in
any and all capacities, to sign the Schedule 13D to be filed with the Securities
and Exchange  Commission by the  undersigned,  to sign the  Agreement  Regarding
Joint  Filing of Statement on Schedule  13D, to sign any and all  amendments  to
such  Schedule  13D and such  Agreement  Regarding  Joint Filing of Statement on
Schedule 13D, and to file the same with exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission,  granting unto
each such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite or necessary to be done in and about the
premises  as fully and to all  intents  and  purposes as it might or could do in
person,  hereby  ratifying and confirming  all that each such  attorney-in-fact,
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.


                                            JFH Family Limited Partnership - DC1
                                            By: J. Frank Harrison Family, LLC,
                                                its General Partner

                                            /s/ J. Frank Harrison, Jr.
                                            ------------------------------------
                                            By:  J. Frank Harrison, Jr.
                                            Title:  Chief Manager


                                            December 1, 1998
                                            ------------------------------------
                                            Effective Date




                             SHAREHOLDER'S AGREEMENT

     THIS AGREEMENT,  made and entered into this 17th day of December, 1988 (the
"Agreement"),  by and among The Coca-Cola Company,  a Delaware  corporation (the
"Company") and J. Frank Harrison,  J. Frank  Harrison,  III and any other person
related to or affiliated  with J. Frank Harrison who has executed this Agreement
or otherwise  agreed to be bound hereby (the latter  persons  being  hereinafter
referred to individually as a "Harrison" or  "Shareholder"  and  collectively as
the "Harrisons" or the "Shareholders");

     WHEREAS,  the  Company and the  Harrisons  are  substantial  holders of the
Common  Stock and Class B Common Stock of  Coca-Cola  Bottling Co.  Consolidated
("Consolidated");

     WHEREAS,   the  Harrisons  have  provided   management  and  leadership  of
Consolidated  for many  years  and the  Company  desires  to  encourage  them to
continue in their  ownership of the Common Stock and the Class B Common Stock of
Consolidated and to continue to provide that leadership Consolidated;

     WHEREAS,  the  Company  desires to receive and the  Harrisons  wish to give
assurances  against  the  transfer  of their  controlling  shares to an  unknown
purchaser; and

     WHEREAS,  the  Harrisons  are  willing to commit to  restrictions  on their
ability to transfer their Common Stock and Class B Common Stock of  Consolidated
in  exchange  for the  commitment  of the  Company  to assure  them that if they
continue  to hold their  stock for at least an  additional  five years that they
will  have an  assured  value  of  their  stock  at that  time in the form of an
obligation  of the Company to purchase  all of the  Harrisons'  Common Stock and
Class B Common Stock at the option of the Harrisons at that time;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  herein  contained,  the  Harrisons  and the Company  hereby  agree as
follows:

     Section  1.  Harrisons  Continued  Involvement.  Subject  to the  right and
obligation  of the Board of Directors  of  Consolidated  to elect and  supervise
management  and  subject  to  maintaining   satisfactory  employment  and  other
contractual  arrangements,  J. Frank Harrison and J. Frank Harrison,  III hereby
express  their  commitment  to remain  actively  involved and  interested On the
management and operations of Consolidated during the term of this Agreement.





          Section 2.  Certain  Terms.  For purposes of this  Agreement,  certain
     terms are defined as follows:

     (a) "Shares"  shall mean any shares of the $1.00 par value per share Common
Stock of Consolidated  and the $1.00 par value per share Class B Common Stock of
Consolidated  or any other class of stock of Consolidated  hereafter  authorized
and issued,  whether now owned or hereafter  acquired by the Harrisons or any of
them, in any manner  whatsoever,  all of which shall be duly and timely legended
in accordance with Section 9 herein.

     (b) "Initial  Shares" shall mean the Shares  specified on Schedule A hereto
which are owned by the Harrisons on the date of this  Agreement and made subject
hereto,  namely 712,796  shares of Common Stock and 1,048,524  shares of Class B
Common Stock.

     (c)  "Adjusted  Initial  Shares"  shall  mean the  Initial  Shares  and the
Additional  Shares, in each case as incremented,  adjusted or converted pursuant
to any stock split,  stock  dividend,  recapitalization,  reorganization  or the
like.

     (d)  "Additional  Shares"  shall mean the shares of  Consolidated's  Common
Stock or Class B Common Stock,  if any, issued to either J. Frank Harrison or J.
Frank  Harrison,  III by Consolidated  after the date hereof;  provided that the
total number of Additional  Shares shall in no event exceed ten percent (10%) of
the number of Initial Shares as of the date hereof (as such number of shares may
be appropriately  adjusted in the manner contemplated in the preceding paragraph
(c)).

     (e) "Offered Shares" shall mean any Shares offered pursuant to Section 4(a)
hereof.

     (f) "Put Shares" shall mean all of the Adjusted Initial Shares owned by the
Harrisons and their  Permitted  Transferees  which the Harrisons have elected to
put to the  Company  pursuant  to a Put Notice  delivered  to KO as  provided in
Section 7 hereof.

     (g) "Permitted Transferee" of any Shareholder shall mean such Shareholder's
spouse,  lineal  descendants,  adopted  children,  any spouse of any such lineal
descendant  or adopted  child,  any trust  created and  existing  solely for the
benefit of any such person and any organization  described in Section  501(c)(3)
of the Internal  Revenue  Code,  if such  organization  is exempt from tax under
Section 501(a) of such Code, any executor of such  Shareholder's  estate, or any
beneficiary  of any trust  which is a  Shareholder;  provided  that no person or
organization shall be a Permitted Transferee unless he, she or it consents in





writing to be treated  as a  Harrison  and be bound by all of their  obligations
hereunder.

     (h) "Sell" and "Sale"  shall mean the making of any sale,  exchange,  gift,
bequest,  devise,   assignment,   transfer,   pledge,   hypothecation  or  other
disposition or creation of a security interest of any kind in any of the Shares.

     (i) "Selling  Shareholder"  shall mean one of the  Harrisons or a Permitted
Transferee who desires to sell Shares, as provided in Section 4 hereof.

     Section 3. Restrictions on Transfer.  During the term of this Agreement, no
Shareholder  shall  Sell any of the  Shares  to any  person  except a  Permitted
Transferee  without  first  offering  to sell  such  Shares  to the  Company  in
accordance  with  Section 4, except that this  restriction  shall not apply to a
pledge  which  complies  with  Section 5 hereof.  Any Shares sold to a Permitted
Transferee shall remain subject to the  restrictions  provided in this Agreement
in the same manner and to the same extent as if such Permitted Transferee were a
Shareholder and a party to this Agreement,  and such Permitted Transferee shall,
by the acceptance of such Shares, become bound hereby;  provided,  however, that
no Sale to a Permitted  Transferee shall be consummated  until a written consent
of the proposed  Permitted  Transferee to be so bound has been  delivered to the
Company.

     Section 4. First Offer to the Company.

     (a) If,  at any  time,  the  Harrisons,  or any of them,  or any  Permitted
Transferee, shall have received a bona fide written offer to purchase all or any
part of the Shares  owned by such  person and  desires to accept such offer (the
"Bona  Fide  Offer") on the terms and  conditions  specified  therein,  then the
person  desiring to sell Shares (the "Selling  Shareholder")  shall give written
notice  (the  "Offer  Notice")  to the Company of the desire to sell such Shares
under the terms and  conditions  of the Bona Fide Offer and shall first offer to
sell such  Shares  (the  "Offered  Shares") to the Company on the same terms and
conditions.  The  Offer  Notice  shall  fully  describe  all  of the  terms  and
conditions  of  the  proposed  sale,  including  the  name  and  address  of the
purchaser,  the number of shares to be sold, the consideration to be received in
exchange therefor and any other related terms and conditions and shall include a
true  copy of the Bona  Fide  Offer.  In the  event  that the  Bona  Fide  Offer
contemplates  any  consideration  other than cash, then the Selling  Shareholder
shall  state in the Offer  Notice  his good faith  belief as to the fair  market
value of the  consideration.  The  Company  shall  have  thirty  (30} days after
delivery  of the Offer  Notice  to accept  such  offer and to  thereby  agree to
purchase all, but not





less than all, of the Offered Share upon the terms and  conditions  specified in
the Offer Notice; provided,  however, that if the specified consideration is not
cash and the Company  does not agree with the Selling  Shareholder's  good faith
determination  of the fair market value of the  consideration,  then the Company
may require that the fair market value of such non-cash  consideration  (and the
resultant  purchase  price for the Offered  Shares) be  determined by a mutually
agreed upon investment banking firm.

     (b) In the event the Selling  Shareholder's  offer made pursuant to Section
4(a) hereof is accepted by the Company,  the purchase of the Offered Share shall
be closed as soon as  practicable  after the  acceptance  of such offer.  At the
closing, the Selling Shareholder shall deliver to the Company share certificates
representing all of the Offered Shares, duly endorsed in blank for transfer,  or
with duly executed blank stock powers attached and with signatures guaranteed by
a national bank in either case, and shall further deliver such other instruments
as may be necessary or  desirable in the  reasonable  opinion of counsel for the
Company to effect the transfer of the Offered Shares to the Company. The Company
shall pay the  purchase  price for such  shares in the manner and upon the terms
provided in the Offer Notice or, at the option of the Company, in cash.

     (c) If the  Company  does not accept the offer of the  Selling  Shareholder
made pursuant to Section 4(a) hereof,  the Selling  Shareholder shall be free to
sell the Offered  Shares;  provided,  however,  that (i) the sale by the Selling
Shareholder pursuant to this Section 4(G} shall be made at the same price and on
other  terms  and  conditions  not  materially  different  from  the  terms  and
conditions  specified  in  the  Offer  Notice,  and  (ii)  such  sale  shall  be
consummated  within  thirty (30) days after the  expiration  date of the time in
which the Company  could have  accepted the Selling  Shareholder's  offer or, if
longer, within ten (10) days after receipt of any required regulatory approvals.
After the  expiration  of such  fifteen or ten day  period,  any of the  Offered
Shares not sold by the Selling  Shareholder shall again become subject to all of
the  provisions of this  Agreement as though the offer under Section 4(a) hereof
had not been made.

     Section  5.  Bona  Fide  Pledges  Permitted.   Any  Harrison  or  Permitted
Transferee  desiring to effect a bona fide pledge of any of his Shares to secure
an  obligation of such  Shareholder  shall have the right to effect such pledge,
but only if prior to  effecting  such  pledge such  Shareholder  delivers to the
Company the written  agreement  of the pledges (i)  agreeing  that such  pledges
shall not sell any of such Shares upon exercise of his rights as pledges thereof
without complying with the provisions of Section 4 hereof in the same manner and
to the same extent as if such  pledges  were a  Shareholder  and a party to this
Agreement,





(ii)  acknowledging  that such Shares in such pledgee's hands are subject to the
options  contained  in  Sections  4, 6 and 7 hereof  and  (iii)  such  pledgee's
agreement to comply with all other provisions hereof, together with such further
assurances  with  respect  to the  agreement  of much  pledges as counsel to the
Company shall reasonably request.

     Section 6.  Company  Option Upon  Unauthorized  Transfer.  In the event any
Shareholder,  Permitted  Transferee  or pledgee Sells any of the Shares owned by
him or  pledged to him  otherwise  than in strict  accordance  with the terms of
Section 3, 4 and 5 hereof,  then, in addition to the right to any other remedies
hereunder, including an injunction against an unauthorized transfer, the Company
shall  have the option to  purchase  such  Shares  from the  transferee  (or any
subsequent  holder)  to whom  such  Shares  have been sold for an amount in cash
equal to eighty-five percent (85%) of the fair market value of the consideration
paid by such  transferee for such Shares.  The Company may exercise the purchase
option  provided in this Section 6 by giving notice thereof to the transferee of
such  Shares at any time  within  ninety  (90) days after the  Company  receives
actual notice of such sale, and the purchase of such Shares from such transferee
shall be closed within  fifteen (15) days after the delivery of such notice.  At
such  closing the  Company  shall pay the  purchase  price  against  delivery of
certificates  representing  the Shares so purchased,  duly endorsed in blank for
transfer, or with duly executed blank stock powers attached,  and with signature
guaranteed by a national bank in either case,  and  accompanied  by such further
instruments  as may be  necessary or desirable in the opinion of counsel for the
Company to effect the  transfer of such  Shares.  Acceptance  by any  purchaser,
assignee, transferee, donee, pledgee or other party of any of the Shares held by
any Shareholder,  Permitted Transferee, pledgee or their unauthorized transferee
shall  evidence  conclusively  the consent of such party to all of the terms and
provisions hereof.

     Section 7.  Harrisons  Right to Cause the  Purchase of Their  Shares be the
Company.

     (a) If at any  time  after  the  fifth  anniversary  of the  date  of  this
Agreement and prior to the tenth  anniversary  thereof (the "Exercise  Period"),
the  Harrisons  desire  to cause  the  Company  to  purchase  all or part of the
Adjusted  Initial  Shares  then  owned  by them  (including  Shares  held by any
Permitted  Transferee  or  pledgee),  they may give to the  Company  a notice in
writing  (the "Put  Notice")  demanding  that the Company  purchase all of their
Adjusted Initial Shares (or the portion thereof specified in the Put Notice). If
the  Harrisons  elect to put less  than all of  their  Adjusted  Initial  Shares
pursuant  to any single  Put  Notice,  the  number of shares put to KO  pursuant
thereto shall





not be less than 100,000 Shares (as such number of shares may be adjusted in the
manner  contemplated in Section 2(c)  hereinabove).  During the Exercise Period,
the  Harrisons  may continue to deliver Put Notices until KO has acquired all of
the Adjusted  Initial  Shares owned by them;  provided that no more than one (1)
Put Notice may be delivered within any twelve month period.

     (b)  (i) Upon  exercise of the right granted in  paragraph  (a) above,  the
purchase  price for all of the 1,761,320  Initial  Shares shall be  Seventy-Five
Million Dollars  ($75,000,000)  (the "Initial  Purchase  Price") or $42.5817 per
Share  (assuming no stock Split or other  occurrence  requiring an adjustment as
contemplated  in Section  2(c) or  distribution  requiring an  adjustment  under
paragraph (iii) below).

          (ii)  If  the  Shares  have  been  adjusted  by  virtue  of  an  event
     contemplated  in Section 2(c),  then the purchase  price per share shall be
     determined  by  dividing  Seventy-Five  Million  Dollars  by the  number of
     Initial Shares, as so adjusted.

          (iii) The Initial  Purchase  Price,  as otherwise  adjusted,  shall be
     appropriately  reduced  if there has  occurred  any  extraordinary  cash or
     property  distribution  other than normal  quarterly  dividends in light of
     Consolidated's results of operations.

          (iv) The total  purchase  price  payment  to the  Harrisons  for their
     Initial Shares (as adjusted) and any Additional  Shares included in the Put
     Notice will be the purchase  price per Share  determined  under  paragraphs
     (i), (ii), and (iii) above times the number of Put Shares.

     (c) The closing of the purchase of the Put Shares  pursuant to this Section
7 shall take place as promptly as practicable  at a time and place  specified by
the Company.

     (d) At the closing, the Harrisons shall deliver the certificates evidencing
the Put Shares free and clear of any lien or encumbrance  and such  certificates
shall be duly endorsed in blank or  accompanied  by duly  executed  stock powers
with signatures guaranteed by a national bank in either case, and accompanied by
such further  instruments  as may be  necessary  or desirable in the  reasonable
opinion of counsel  for the  Company to effect the  transfer of such Put Shares.
Acceptance by any purchaser, assignee, transferee, donee, pledgee or other party
of any of the Shares held by any  Shareholder,  Permitted  Transferee or pledgee
shall  evidence  conclusively  the  consent  of such  party to all the terms and
provisions hereof.





     (e) The  consideration  for the Put Shares shall be  immediately  available
funds paid by wire  transfer  to a bank  account or accounts  designated  by the
Harrisons.

     (f) Each of the  Harrisons  and their  Permitted  Transferees  and pledgees
hereby irrevocably appoints J. Frank Harrison, III and if J. Frank Harrison, III
is unable for any reason to act then J. Frank  Harrison,  as his true and lawful
agent and  attorney-in-fact  for the purpose of  determining  and with  absolute
discretion  to determine  if a Put Notice  should be given under this Section 7,
for the giving of such notice and with respect to all other  matters  related to
the  transfer  of Put  Shares  pursuant  to  such  notice  and  the  receipt  of
consideration  therefor; and the Company may rely absolutely on any action taken
by such  attorney-in-fact  in connection herewith as being the action of each of
the Harrisons and each Permitted Transferee and pledgee.

     Section 8.  Merger or Sale of  Assets.  In the event that any offer is made
which, if consummated,  would result in a change in control of Consolidated,  or
the sale of all or  substantially  all of the  assets of  Consolidated,  and the
Harrisons or the Permitted  Transferees,  as shareholders,  intend to vote their
Shares in favor of such transaction, then the Harrisons will immediately provide
the Company with the Offer Notice described in Section 4 and thereby offer their
Shares to the Company on the terms and conditions  contemplated in Section 4. In
the event such  transaction  constitutes a sale of assets of  Consolidated,  the
price deemed  offered for the Shares shall be the product of (i) the  percentage
of the Harrisons' (or Permitted  Transferees')  ownership of the total number of
outstanding  shares of Consolidated  Common Stock and Class B Common Stock,  and
(ii) the  purchase  price  paid  for such  assets,  net of any  anticipated  tax
liabilities  and other  out-of-pocket  costs to be incurred by Consolidated as a
consequence of such transaction.

     Section 9. Stock Legend.  Simultaneously  with the execution  hereof,  each
Shareholder  shall present the  certificates  evidencing  his Shares so that the
following legend may be placed thereon in conspicuous type:

          "Any transfer  (including a pledge) of the shares of stock represented
     by this certificate is restricted by the terms of a Shareholder's Agreement
     dated  December ___,  1988 by and among The Coca-Cola  Company and J. Frank
     Harrison and certain of the other  shareholders  of Coca-Cola  Bottling Co.
     Consolidated,  which includes terms and options  binding on Transferees and
     Pledgees, a copy of which is on file at the offices of Consolidated."





     Section 10. Amendment of Voting  Agreement and Irrevocable  Proxy. The last
sentence of paragraph 7(d) of the Voting  Agreement  dated May 7, 1987 among the
Company and J. Frank  Harrison and J. Frank  Harrison,  III is hereby amended to
provide that the Coca-Cola Bottling Co.  Consolidated  Irrevocable Proxy of even
date therewith will terminate at such time as (i) J. Frank Harrison or executors
or trustees under his will and/or J. Frank Harrison, III do not collectively own
all of the 712,796  shares of Class B Common Stock  currently  owned by J. Frank
Harrison, or (ii) the trust which are parties hereto collectively hold less than
50% of the shares of Class B Common Stock held by them, in the aggregate,  as of
the date hereof.

     Section 11. Remedies.

     (a) The parties  recognize and acknowledge that it is impossible to measure
in money the damages which would result to a party hereto by reason of a failure
of any of the parties to perform any of the obligations  imposed upon them under
this  Agreement.  Therefore,  if any party hereto should  institute an action or
proceeding to enforce the provisions hereof, any person against whom such action
or proceeding is brought  hereby waives the claim or defense that such party has
an  adequate  remedy at law,  and such  person  shall not urge in any  action or
proceeding the claim or defense that such a remedy at law exists.

     (b) This Agreement constitutes a separate agreement independently supported
by good and adequate  consideration,  the receipt and  sufficiency  of which are
hereby  acknowledged,  and this Agreement shall be interpreted,  construed,  and
enforced  separate and apart from other agreements  between or among the parties
hereto. Any claim or cause of action of any party hereto against any other party
hereto arising under any other agreement  between or among the parties hereto or
out of any state of facts shall not  constitute a defense to the  enforcement of
the covenants, options and agreements contained in this Agreement.

     Section 12. Assignment by Company.  The Company shall have the right at any
time and from time to time to assign to any subsidiary of the Company any or all
rights,  options or other  benefits  to which it is entitled  hereunder,  but it
shall remain responsible for the performance of its obligation hereunder.

     Section 13. Term of Agreement. The term of this agreement shall be ten (10)
years,  unless sooner  terminated upon the purchase by the Company of all of the
Shares owned by the Harrisons, their Permitted Transferees and pledgees.





     Section 14. Notice and Miscellaneous.

     (a) Any notice,  offer,  acceptance  of any offer,  or other  communication
provided  for or  required  by this  Agreement  shall be in writing and shall be
deemed to have been given  when  delivered  by hand,  or when  deposited  in the
United States Mail, registered mail, return receipt requested,  postage prepaid,
properly  addressed to the person to whom such notice or other  communication is
intended to be given, at the following address:

          if to J. Frank Harrison or
          J. Frank Harrison, III


               J. Frank Harrison
               c/o Coca-Cola Bottling Co. Consolidated
               1900 Rexford Road
               Charlotte, North Carolina 28211

               J. Frank Harrison, III
               c/o Coca-Cola Bottling Co. Consolidated
               1900 Rexford Road
               Charlotte, North Carolina 28211

          with a copy to:

               John W. Murrey, III, Esg.
               Witt, Gaither & Whitaker
               1100 American National Bank Bldg.
               Chattanooga, Tennessee 37402-2608

          if to The Coca-Cola Company

               The Coca-Cola Company
               One Coca-Cola Plaza, N.W.
               Atlanta, Georgia 30313
               Attention: Chief Financial Officer

          with a copy to:

               The Coca-Cola Company
               One Coca-Cola Plaza, N.W.
               Atlanta, Georgia 30313
               Attention: General Counsel

          or at such other  address for a party as shall have been  specified by
          like notice.





     (b) The invalidity or unenforceability of any particular  provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if such invalid or unenforceable provisions were
omitted.

     (c) No change or  modification  of this Agreement shall be valid or binding
upon the parties hereto unless such change or  modification  shall be in writing
and signed by all of the parties hereto.

     (d) This  Agreement  shall inure to the benefit of and be binding  upon the
parties   hereto  and  their   respective   heirs,   personal   representatives,
transferees, successors and assigns.

     (e) For the  convenience of the parties  hereto,  any maker of counterparts
hereof  may be  executed,  and each  ouch  counterpart  shall be deemed to be an
original instrument.

     (f) This  Agreement  shall  be  interpreted,  construed,  and  enforced  in
accordance with the laws of the State of Delaware. Titles of the sections herein
have been inserted as a matter of  convenience  of reference  only and shall not
affect the meaning or construction of any of the terms or provisions hereof.





     (g) This  Agreement  is  intended  by the  parties  hereto  to be the final
expression of their agreement and is the complete and exclusive statement of the
terms hereof  notwithstanding  any representations or statements to the contrary
heretofore made.

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

                                                THE COCA-COLA COMPANY

                                                By: /s/ David L. Kennedy
                                                    --------------------

[SEAL]

ATTEST:
/s/ Carol C. Hayes
- ---------------------


Witness as to                                        Shareholders:
each Shareholder:

/s/ Dottie Heard                            /s/ J. Frank Harrison
- ---------------------                       ----------------------------- (SEAL)
                                            J. Frank Harrison


/s/ Sheila C. Beasley                       /s/ J. Frank Harrison, III
- ---------------------                       ----------------------------- (SEAL)
                                            J. Frank Harrison, III


/s/ Sheila C. Beasley                       /s/ J. Frank Harrison, III
- ---------------------                       ----------------------------- (SEAL)
                                            J. Frank Harrison, III


/s/ Dottie Heard                            /s/ Reid M. Henson
- ---------------------                       ----------------------------- (SEAL)
                                            Reid M. Henson, Trustees U/A
                                            Anne L. Carter dated 12/22/66
                                            F/b/o J. Frank Harrison III


/s/ Sheila C. Beasley                       /s/ J. Frank Harrison, III
- ---------------------                       ----------------------------- (SEAL)
                                            J. Frank Harrison, III





/s/ Dottie Heard                            /s/ Reid M. Henson
- ---------------------                       ----------------------------- (SEAL)
                                            Reid M. Henson, Trustees U/A
                                            Anne L. Carter dated 12/22/66
                                            F/b/o J. Frank Harrison III

/s/ Sheila C. Beasley                       /s/ J. Frank Harrison, III
- ---------------------                       ----------------------------- (SEAL)
                                            J. Frank Harrison, III

/s/ Dottie Heard                            /s/ Reid M. Henson
- ---------------------                       ----------------------------- (SEAL)
                                            Reid M. Henson, Trustees U/A
                                            Anne L. Carter dated 12/22/66
                                            F/b/o J. Frank Harrison III

/s/ Sheila C. Beasley                       /s/ J. Frank Harrison, III
- ---------------------                       ----------------------------- (SEAL)
                                            J. Frank Harrison, III

/s/ Dottie Heard                            /s/ Reid M. Henson
- ---------------------                       ----------------------------- (SEAL)
                                            Reid M. Henson, Trustees U/A
                                            Anne L. Carter dated 12/22/66
                                            F/b/o J. Frank Harrison III





                                   SCHEDULE A


                                 Number of                  Number of Shares
                                 Shares of Common           of Class B Common
Shareholder                      Stock Owned                  Stock Owned
- -----------                      ----------------           -----------------

J. Frank Harrison                712,796                      712,796
                                 ----------------           -----------------

J. Frank Harrison, III               (none included in Initial Shares)

J. Frank Harrison, III                                        33,314
and Reid M. Henson,              ----------------           -----------------
Trustees U/A Anne L.
Carter dated 12/29/66
f/b/o J. Frank Harrison,
III

J. Frank Harrison, III                                        33,314
and Reid M. Henson,              ----------------           -----------------
Trustees U/A Anne L.
Carter dated 12/29/66
f/b/o Deborah Harrison

J. Frank Harrison, III                                        235,786
and Reid M. Henson,              ----------------           -----------------
Trustees U/A Anne L.
Carter dated 2/2/67
f/b/o J. Frank Harrison

J. Frank Harrison, III                                        33,314
and Reid M. Henson,              ----------------           -----------------
Trustees U/A J. Frank
Harrison f/b/o Harrison
Family dated 10/13/88




                                VOTING AGREEMENT

     THIS  VOTING  AGREEMENT  effective  this  27th day of  January,  1989  (the
"Agreement"),  by and among The Coca-Cola Company,  a Delaware  corporation (the
"Company"), J. Frank Harrison, III and J. Frank Harrison (the latter two persons
being  hereinafter  referred  to as the  "Harrisons")  and Reid M. Benson in his
capacity as co-trustee  of three trusts for the benefit of certain  relatives of
the Harrisons (the "Co-Trustee").

     WHEREAS,  the  Harrisons,  the Co-Trustee and the Company have the power to
vote in the  aggregate  3,404,018  issued and  outstanding  shares of the Common
Stock,  $1.00 par value ("Common  Stock"),  and 1,553,728 issued and outstanding
shares of the Class B Common Stock,  $1.00 par value ("Class B Common Stock") of
Coca-Cola Bottling Co. Consolidated, a Delaware corporation ("Consolidated"), as
set forth in Exhibit A; and

     WHEREAS, the Harrisons, the Co-Trustee and the Company desire to enter into
this Voting  Agreement in the manner set forth  hereinbelow and desire that this
Agreement  be  specifically  enforceable  against  each of them and  that  their
respective   shares  of  Common  Stock  and  Class  B  Common  Stock   (together
"Consolidated  Stock")  be voted in the manner  and for the  purposes  specified
herein.

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
the Harrisons, the Co-Trustee and the Company hereby agree as follows:

     1. Voting Agreement.

     (a) The  Harrisons  and the  Co-Trustee  hereby  agree  to vote  all of the
Consolidated  Stock as to which they now or hereafter have voting power (subject
to any applicable fiduciary duties) in favor of and in order to:

     (i) Nominate and elect as a director of Consolidated one person  designated
     in writing by the Company and reasonably  acceptable to the Harrisons.  The
     person initially so designated shall be seated on the Board of Directors of
     Consolidated  as soon as  practicable  after the date of this Agreement and
     shall  thereafter  be retained as a director  subject to the  provisions of
     Paragraph 7(e) hereof.

     (ii)  Continue  to vote for the  person  so  designated  and  elected  as a
     director in  accordance  with this  Agreement  and Paragraph 9 of the Stock
     Rights and Restrictions Agreement dated as of January 27, 1989, between the
     Company and Consolidated (the "Stock Rights and Restrictions Agreement")





     or any  successor  director  designated  in  accordance  with  subparagraph
     (a)(iii) of this Paragraph 1 during the term of this Agreement.

     (iii) In the event any director so  designated  and elected  cannot or will
     not serve as a director or ceases serving as a director of Consolidated for
     any  reason  whatsoever,  the  Harrisons  agree  to  vote  for  the  person
     designated in writing by the Company and  reasonably  acceptable to them to
     serve as a successor director,  and this provision shall be effective as to
     any replacement designee for any such successor.

     (b)  The  Company  agrees  that  while  this  Agreement  is in  effect  and
thereafter it will support the control of  Consolidated  by the Harrison  family
and cooperate in good faith with the Harrisons with respect thereto, provided in
each case that J. Frank  Harrison,  III and/or J. Frank Harrison are/is actively
involved in the management of Consolidated.

     2.  Irrevocable  Proxy.  In order to ensure  the  voting  of the  shares of
Consolidated  Stock  beneficially  owned by the Company in accordance  with this
Agreement,  the Company  agrees to execute an irrevocable  proxy  simultaneously
with the execution hereof in the form of Exhibit B attached hereto,  granting to
J.  Frank  Harrison,  III,  during his  lifetime  and,  thereafter,  to J. Frank
Harrison,  the right to vote,  or to execute  and  deliver  shareholder  written
consents,  in  respect  of all  Common  Stock  and  Class B Common  Stock now or
hereafter owned and any other shares of Consolidated Stock which the Company has
the right to vote.  It is  understood  and agreed  that such  irrevocable  proxy
relates not only to voting for the  election of  directors  of  Consolidated  in
accordance  with this  Agreement  but also to  voting on any  matter as to which
holders of Common Stock or Class B Common Stock are entitled to vote;  provided,
however,  that the  Harrisons  will not be  entitled  to vote such  shares  with
respect to any merger,  consolidation,  sale of substantially all of its assets,
any  other  corporate  reorganization  or other  similar  corporate  transaction
involving  Consolidated,  as a result of which the Harrisons  would not exercise
voting  control of the resulting  entity or the Company would not have an equity
interest in the resulting entity.

     3.  Changes  in Common  Stock or Class B Common  Stock.  In the event  that
subsequent to the date of this Agreement any shares or other  securities  (other
than any shares or  securities  of another  corporation  issued to  Consolidated
shareholders  pursuant to a plan of merger)  are issued on, or in exchange  for,
any of the  shares  of the  Common  Stock or Class B  Common  Stock  held by the
Company by reason of any stock dividend,  stock split,  consolidation of shares,
reclassification, merger or consolidation involving Consolidated, such shares or
securities





shall be deemed to be Consolidated Stock for purposes of this Agreement, and the
irrevocable proxy will be effective as to any such shares.

     4. Class B Common  Stock.  In the event that (i) there would no longer be a
viable  market for the Common  Stock due to the  existence  of  disproportionate
voting  rights in the Class B Common  Stock,  as a result of which the Harrisons
have  surrendered  all such shares of Class B Common Stock to Consolidated or no
longer are able to vote their shares of Class B Common Stock  disproportionately
or (ii) any rule, regulation or condition requires elimination of Class B Common
Stock, J. Frank Harrison,  III and in the event of his death, J. Frank Harrison,
shall have the option to purchase the  Company's  shares of Class B Common Stock
on the next anniversary of the date of this Agreement, for $38.50 per share plus
an amount  sufficient to give the Company a 25% compounded annual rate of return
from May 7, 1987 after taking into  account  dividends  and other  distributions
previously  received thereon.  Such option must be exercised within three months
of the occurrence of the event that creates the circumstances referred to in the
first sentence  hereof and would be assignable to  Consolidated by either of the
Harrisons and to J. Frank Harrison by J. Frank Harrison, III.

     5.  Representations of the Harrisons and the Company.  The Company and each
of the  Harrisons  hereby  represent and warrant to each other that (a) it or he
owns  and/or has the right to vote the number of shares of the Common  Stock and
Class B Common Stock as set forth opposite such  shareholder's name on Exhibit A
attached  hereto,  (b) such  shareholder  has full  power  to  enter  into  this
Agreement  and  has  not,  prior  to the  date of this  Agreement,  executed  or
delivered  any proxy or  entered  into any other  voting  agreement  or  similar
arrangement  other than one which has  expired or  terminated  prior to the date
hereof, and (c) such shareholder will not take any action  inconsistent with the
purposes and provisions of this Agreement.

     6. Good Faith Consideration of Transfer of Consolidated  Stock.  Subject to
Paragraph 4 of the Stock Rights and Restrictions  Agreement,  the Company agrees
that at any time or from time to time during the term of this  Agreement it will
consider in good faith any proposal that the Harrisons,  or either of them, make
for the purchase of shares of Consolidated Stock held by the Company,  but it is
understood  that this  provision is not  intended to create any legally  binding
option or right to purchase such shares but as an  acknowledgement of good faith
consideration in the future.





     7. General Provisions. (a) All of the covenants and agreements contained in
this  Agreement  shall be  binding  upon,  and  enure  to the  benefit  of,  the
respective   parties   and  their   successors,   assigns,   heirs,   executors,
administrators  and other legal  representatives,  as the case may be,  provided
that this  Agreement  shall not apply to any  Affected  Shares,  as  defined  in
Paragraph 4 of the Stock Rights and Restrictions  Agreement,  as to which shares
the offer to sell was not  accepted by  Consolidated  and which were  thereafter
sold without being again subject to said Paragraph 4.

     (b) This Agreement, and the rights of the parties hereto, shall be governed
by and construed in accordance with the laws of the State of Delaware.

     (c) This  Agreement  may be executed in one or more  counterparts,  each of
which will be deemed an original but all of which together shall  constitute one
and the same instrument.

     (d) This Agreement and the  irrevocable  proxy shall terminate (i) upon the
written agreement of the parties, or (ii) at such time as the Company is not the
beneficial owner of any shares of Consolidated Stock.

     (e) The  Company's  right to have a designee on the Board of  Directors  of
Consolidated  shall terminate (but all other  provisions of this Agreement shall
remain  in  effect)  at such time as the  Company  is not the owner of shares by
which  the  Company  possesses  at least 15% of the  total  voting  power of all
classes of common stock of Consolidated.

     (f) The irrevocable proxy shall terminate (but all other provisions of this
Agreement  shall  remain in  effect) at such time as (i) J.  Frank  Harrison  or
executors  or  trustees  under his will  and/or J.  Frank  Harrison,  III do not
collectively  own all of the 712,796  shared Of Class B Common  Stock  currently
owned by J. Frank Harrison, or (ii) the trusts which are parties to that certain
Shareholder's  Agreement,  dated as of December 13, 1988 among the Company,  the
Harrisons  and such trusts,  hold less than fifty percent (50%) of the shares of
Class B Common Stock held by them, in the aggregate, as of the date hereof.

     (g) An appropriate  legend will be imprinted on the  certificates of Common
Stock and Class B Common Stock  subject to this  Agreement  and the  irrevocable
proxy with respect to the existence of this Agreement and the irrevocable proxy.

     (h)  If  any  provision  of  this  Agreement  shall  be  declared  void  or
unenforceable by any court or administrative board of





competent jurisdiction, such provision shall be deemed to have been severed from
the  remainder  of this  Agreement  and this  Agreement  shall  continue  in all
respects to be valid and enforceable.

     (i) No  waiver  of any  right or  remedy  hereunder  or any  breach  of any
covenant,  condition,  agreement,  representation  or warranty of this Agreement
extended by any party  hereto  shall be  construed  as a waiver of any rights or
remedies of any other party hereto or with respect to any subsequent breach.

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


                                        THE COCA-COLA COMPANY

                                        By: /s/ David L. Kennedy
                                            -----------------------------
                                            Its: Authorized Representative

                                        /s/ J. Frank Harrison, III
                                        ---------------------------------
                                        J. Frank Harrison, III

                                        /s/ J. Frank Harrison
                                        ---------------------------------
                                        J. Frank Harrison

                                        /s/ Reid M. Henson
                                        ---------------------------------
                                        Reid M. Henson, Co-Trustee





                                    EXHIBIT A
                                    ---------

Name                                     Shares of          Shares of Class B
- ----                                    Common Stock           Common Stock
                                        ------------        ------------------

J. Frank Harrison                          948,582(1)(3)        948,582(2)(3)(4)

J. Frank Harrison, III                         403(3)(5)        335,988(6)

Reid M. Henson, Co-Trustee                     -0-               99,942(7)

The Coca-Cola Company                    2,455,033              269,158


1.   Of the 948,582 shares of Common Stock beneficially owned, 712,796 are owned
     outright  and  235,786  are held in a trust for the  benefit  of one of Mr.
     Harrison's  relatives  as to which Mr.  Harrison has the sole right to vote
     such shares.

2.   Of the 948,582 shares of Class B Common Stock beneficially  owned,  712,796
     are owned  outright  and 235,786 are held in a trust for the benefit of Mr.
     Harrison, as to which Mr. Harrison has the sole right to vote such shares.

3.   No shares of Common  Stock or Class B Common Stock owned by the Company are
     included in the total beneficial ownership of Mr. Harrison or Mr. Harrison,
     III.

4.   All  shares of Class B Common  Stock are  convertible  on a share for share
     basis into shares of Common Stock.

5.   All 403 shares of Common Stock are held by Mr.  Harrison,  III as custodian
     for his minor children.

6.   Of the 335,988  shares of Class B Common  Stock  beneficially  owned by Mr.
     Harrison,  III,  99,942  shares  are held in 3 trusts  for the  benefit  of
     certain  relatives of Mr. Harrison,  III as to which he is a co-trustee and
     shares the power to vote and to dispose of.

7.   Mr.  Henson has  beneficial  ownership  of 99,942  shares of Class B Common
     Stock by virtue of his serving as Co-Trustee of 3 trusts for the benefit of
     certain  relatives of the  Harrisons.  Such trusts hold, in the  aggregate,
     99,942  shares  of Class B Common as to which Mr.  Henson,  as  Co-Trustee,
     shares the power to vote and to dispose of.





                                    EXHIBIT B

                       COCA-COLA BOTTLING CO. CONSOLIDATED
                                IRREVOCABLE PROXY

     The  undersigned  agrees to grant,  and hereby grants to J. Frank Harrison,
III, during his lifetime and, thereafter,  to J. Frank Harrison,  an irrevocable
proxy  pursuant  to the  provisions  of  Section  212 of  the  Delaware  General
Corporation Law to vote, or to execute and deliver written consents or otherwise
exercise  voting rights in any respect or fashion with respect to, all shares of
Common Stock,  $1.00 par value,  and Class B Common Stock,  $1.00 par value,  of
Coca-Cola  Bottling Co.  Consolidated  ("Consolidated"),  now owned or hereafter
acquired  by the  undersigned  as fully,  to the same  extent  and with the same
effect  as the  undersigned  might  or could do  under  any  applicable  laws or
regulations  governing  the  rights  and  powers of  stockholders  of a Delaware
corporation,  in connection with the election of directors of  Consolidated  and
all other  matters  as to which  such  shares of Common  Stock or Class B Common
Stock are entitled to vote,  except with  respect to any merger,  consolidation,
sale of substantially all of its assets,  any other corporate  reorganization or
other similar corporate transaction involving Consolidated (as a result of which
the  Harrisons  would not exercise  voting  control of, or the Company would not
have an equity interest in, the resulting entity), at any stockholders'  meeting
or otherwise as may be permitted  under  applicable  law and the  Certificate of
Incorporation and By-Laws of Consolidated,  as provided in the Voting Agreement,
dated January 27, 1989, among the undersigned and J. Frank Harrison,  III and J.
Frank  Harrison.  The  undersigned  hereby affirms that this proxy is given as a
condition of said Voting  Agreement  and as such is coupled with an interest and
is irrevocable.  It is further understood by the undersigned that this proxy may
be  exercised by J. Frank  Harrison,  III or J. Frank  Harrison,  for the period
beginning on the date hereof and ending at the time when the  undersigned has no
right to vote or direct the vote any  shares of Common  Stock and Class B Common
Stock,  unless sooner  terminated in accordance  with  provisions of said Voting
Agreement.

     THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST
ANY DONEE,  TRANSFEREE  OR  ASSIGNEE  OF THE SHARES OF COMMON  STOCK AND CLASS B
COMMON  STOCK TO WHICH IT  RELATES,  EXCEPT FOR SHARES  TRANSFERRED  PURSUANT TO
PARAGRAPH 4 OF THE STOCK RIGHTS AND  RESTRICTIONS  AGREEMENT DATED AS OF JANUARY
27, 1989 BETWEEN CONSOLIDATED AND THE UNDERSIGNED.

         Dated this 27 day of January, 1989.

                                            THE COCA-COLA COMPANY

                                            By: /s/ David L. Kennedy
                                                ------------------------------
                                                Its: Authorized Representative



                        AGREEMENT REGARDING JOINT FILING
                          OF STATEMENT ON SCHEDULE 13D


The undersigned  hereby  understand and agree that the Statement on Schedule 13D
to which this Agreement is attached,  relating to shares of Common Stock,  $1.00
par value per share, of Coca-Cola Bottling Co. Consolidated,  is filed on behalf
of the undersigned, and each of them, and that this Agreement may be attached as
an exhibit to such Statement.


Dated:  December 1, 1998


                                            JFH Family Limited Partnership - SW1
                                            By: J. Frank Harrison Family, LLC,
                                                   its General Partner

/s/ J. Frank Harrison, Jr.                  /s/ J. Frank Harrison, Jr.
- ------------------------------              ------------------------------------
J. Frank Harrison, Jr.                      By: J. Frank Harrison, Jr.
                                            Title:  Chief Manager

/s/ J. Frank Harrison, III                  JFH Family Limited Partnership - DC1
- ------------------------                    By: J. Frank Harrison Family, LLC,
J. Frank Harrison, III                          its General Partner


                                            /s/ J. Frank Harrison, Jr.
                                            --------------------------
/s/ Reid M. Henson                          By: J. Frank Harrison, Jr.
- ------------------------------              Title:  Chief Manager
Reid M. Henson


J. Frank Harrison Family, LLC
/s/ J. Frank Harrison, Jr.
- ------------------------------
By:  J. Frank Harrison, Jr.
Title:  Chief Manager

JFH Family Limited Partnership - FH1
By: J. Frank Harrison Family, LLC,
    its General Partner

/s/ J. Frank Harrison, Jr.
- ------------------------------
By:  J. Frank Harrison, Jr.
Title:  Chief Manager



                                    AGREEMENT


     THIS AGREEMENT (this "Agreement"), dated November 23, 1998, is entered into
among 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 ("CCCBI"), J. FRANK HARRISON,  individually, J. FRANK HARRISON,
III,  individually and as co-trustee,  (the  "Harrisons") and REID M. HENSON, as
co-trustee only ("Henson").

                                   BACKGROUND

     KO, the Harrisons and Henson are parties to that certain  Voting  Agreement
effective as of January 27, 1989 (the "Voting Agreement"); KO, the Harrisons and
Henson are  parties to that  certain  Shareholder's  Agreement  effective  as of
December 17, 1988 (the "Shareholder's Agreement"); and KO and Coca-Cola Bottling
Co. Consolidated, a Delaware corporation  ("Consolidated"),  are parties to that
certain Stock Rights And Restrictions Agreement effective as of January 27, 1989
(the "SR&R Agreement") (collectively the "Stock Agreements").

     CCCBI,  as  transferee of certain  shares of  Consolidated  Stock  (defined
below) and  certain  other  assets and rights of KO, has agreed to be a party to
the Agreement.

     J. Frank Harrison  intends to create  several  family limited  partnerships
(the  "Harrison  Partnerships")  for the purpose of holding and owning shares of
Consolidated Common Stock and Class B Common Stock ("Consolidated Stock") and he
desires to transfer  his  Consolidated  Stock to the  Harrison  Partnerships  in
return for limited  partnership  interests therein.  In addition,  he intends to
form one or more Tennessee limited liability  companies and/or corporations (the
"Harrison  Companies")  for the  purpose of serving as general  partners  of the
various  Harrison  Partnerships  and  capitalize  the Harrison  Companies with a
portion  of  his  shares  of  Consolidated  Stock  which  will  be  subsequently
transferred to the Harrison  Partnerships in return for the general  partnership
interests in each of the Harrison Partnerships.  Furthermore,  the Harrisons and
Henson will cause various trusts for the benefit of J. Frank Harrison and/or his
issue  to  transfer  shares  of  Consolidated  Stock  to  the  various  Harrison
Partnerships in return for limited partnership interests therein.

     Following the transfers  described  above,  all of the limited  partnership
interests in the Harrison  Partnerships  and all of the membership  interests in
any  limited  liability  companies  and/or  shares of stock in any  corporations
serving as general partners of the Harrison  Partnerships will be held and owned
by persons and/or trusts who are Permitted  Transferees  under the Shareholder's
Agreement.

     The parties hereto have agreed to execute this document in order to confirm
their agreement that the Consolidated Stock transfers  contemplated  hereinabove
will be considered transfers to Permitted Transferees under the Stock Agreements
and to further  clarify the  relative  rights and  obligations  of the  Harrison
Partnerships,  Harrison  Companies  and  the  parties  hereto  under  the  Stock
Agreements.





     Accordingly, the parties hereto agree as follows:

     Section  1.  Permitted  Transferees.  Section  2(g)  of  the  Shareholder's
Agreement is hereby amended to read as follows:

     "Permitted  Transferee" of any  Shareholder  shall mean such  Shareholder's
spouse,  lineal  descendants,  adopted  children,  any spouse of any such lineal
descendant  or adopted  child,  any trust  created and  existing  solely for the
benefit of any such person and any organization  described in Section  501(c)(3)
of the Internal  Revenue  Code,  if such  organization  is exempt from tax under
Section 501(a) of such Code, any executor of such  Shareholder's  estate, or any
beneficiary   of  any  trust  which  is  a   Shareholder,   any  family  limited
partnerships,   limited  liability   companies  and/or  corporations  owned  and
controlled  exclusively  by  persons  or  entities  otherwise  qualifying  as  a
Permitted  Transferee;  provided  that no  person  or  organization  shall  be a
Permitted Transferee unless he, she or it consents in writing to be bound by the
obligations  imposed upon the Harrisons  hereunder and the voting obligations of
the Harrisons and the Co-Trustees under Section 1(a) of the Voting Agreement.

     Section 2.  Irrevocable  Proxy.  Section  7(f) of the Voting  Agreement  is
hereby amended to read as follows:

     (f) The irrevocable proxy shall terminate (but all other provisions of this
Agreement  shall  remain in effect) at such time as (i) J. Frank  Harrison,  the
executors  and/or  trustees under his will, J. Frank  Harrison,  III, and/or any
family limited  partnerships,  limited liability  companies and/or  corporations
owned and controlled  directly or indirectly by such persons do not collectively
own all of the  712,796  shares of Class B Common  Stock  currently  owned by J.
Frank  Harrison,   or  (ii)  the  trusts  which  are  parties  to  that  certain
Shareholder's  Agreement  dated as of December 13, 1988 among the  Company,  the
Harrisons  and such  trusts,  together  with any  family  limited  partnerships,
limited liability  companies and/or corporations owned directly or indirectly by
the trusts  and/or  beneficiaries  of such trusts,  hold less than fifty percent
(50%) of the shares of Class B Common Stock held by them, in the  aggregate,  as
of the date of original execution of this Agreement (January 27, 1989).

     Section 3. Call Option Continuation. KO and CCCBI hereby agree that (i) the
transfers of Consolidated Stock described hereinabove shall not be considered an
event  described in the last  subparagraph  of Paragraph 6 of the SR&R Agreement
which  results  in the  Harrisons  no  longer  exercising  voting  control  over
Consolidated;  therefore,  such transfers of Consolidated  Stock to the Harrison
Partnerships  and/or  the  Harrison  Companies  described  above will not affect
Consolidated's  call option under Paragraph 6 of the SR&R Agreement,  subject to
the continuing  qualification of the Harrison  Partnerships  and/or the Harrison
Companies  as  Permitted  Transferees  as defined in Section 1 hereof;  (ii) the
Harrison Partnerships and the Harrison Companies shall be deemed by KO and CCCBI
to be included within the definition of the term "Harrisons"  therein; and (iii)
Consolidated  shall be considered an intended  third party  beneficiary  of this
Section 3.





     Section 4. Miscellaneous

     (a) This  Agreement and the rights of the parties  hereto shall be governed
by and construed in accordance with the laws of the State of Delaware.

     (b) This  Agreement  may be executed in one or more  counterparts,  each of
which will be deemed an original but all of which together shall  constitute one
and the same instrument.

     (c) All share  certificates  transferred  to the Harrison  Partnerships  or
Harrison  Companies  in  accordance  with  this  Agreement  shall  bear a legend
acknowledging  that the shares of Consolidated  Stock are subject to the rights,
duties, obligations and requirements of the Stock Agreements, as amended.

     (d) This  Agreement  shall  be  construed  with and as a part of the  Stock
Agreements.

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


THE COCA-COLA COMPANY                       J. FRANK HARRISON

By     /s/ Lawrence R. Cowart               /s/ J. Frank Harrison
       ----------------------               ---------------------------

Name:  Lawrence R. Cowart
Title: Vice President


CAROLINA COCA-COLA BOTTLING                 J. FRANK HARRISON, III,
INVESTMENTS, INC.                           INDIVIDUALLY AND AS TRUSTEE

By:    /s/ Lawrence R. Cowart               /s/ J. Frank Harrison, III
       ----------------------               ---------------------------

Name:  Lawrence R. Cowart
Title: President

                                            REID M. HENSON, TRUSTEE

                                            /s/ Reid M. Henson
                                            ---------------------------