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

                               SCHEDULE 13D
                 Under the Securities Exchange Act of 1934
                            (Amendment No. 18)*

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

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

                                 191098102
                              (CUSIP Number)


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

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

                             November 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(e),(f) or (g), check the
following box [  ].

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

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




                               SCHEDULE 13D

     CUSIP No.  - 191098102

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

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

     3    SEC USE ONLY

     4    SOURCE OF FUNDS*
          OO

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

     6    CITIZENSHIP OR PLACE OF ORGANIZATION
          State of Delaware

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

               10  SHARED DISPOSITIVE POWER
                   None

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

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

     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          32.9%

     14   TYPE OF REPORTING PERSON*
          CO


                   *SEE INSTRUCTIONS BEFORE FILLING OUT


                                    -2-



                               SCHEDULE 13D

     CUSIP No.  - 191098102

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

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

     3    SEC USE ONLY

     4    SOURCE OF FUNDS*
          OO

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

     6    CITIZENSHIP OR PLACE OF ORGANIZATION
          State of Delaware

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

               10  SHARED DISPOSITIVE POWER
                   None

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

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

     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          32.9%

     14   TYPE OF REPORTING PERSON*
          CO


                   *SEE INSTRUCTIONS BEFORE FILLING OUT


                                    -3-



                          SCHEDULE 13D

     CUSIP No.  - 191098102

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

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

     3    SEC USE ONLY

     4    SOURCE OF FUNDS*
          OO

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

     6    CITIZENSHIP OR PLACE OF ORGANIZATION
          State of Delaware

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

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

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

     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          32.9%

     14   TYPE OF REPORTING PERSON*
          CO


              *SEE INSTRUCTIONS BEFORE FILLING OUT


                               -4-


                          SCHEDULE 13D

CUSIP No.  - 191098102

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

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

     3    SEC USE ONLY

     4    SOURCE OF FUNDS*
          OO

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

     6    CITIZENSHIP OR PLACE OF ORGANIZATION
          State of Delaware


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

              10  SHARED DISPOSITIVE POWER
                  None

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

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

     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          32.9%

     14   TYPE OF REPORTING PERSON*
          CO

              *SEE INSTRUCTIONS BEFORE FILLING OUT

                               -5-




                        AMENDMENT NO. 18
                               TO
        STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
                             OF THE
                 GENERAL RULES AND REGULATIONS
                           UNDER THE
                SECURITIES EXCHANGE ACT OF 1934


ITEM 1.   SECURITY AND ISSUER

     This statement relates to the Common Stock, par value $1.00
     per share (the "Common Stock"), of Coca-Cola Bottling Co.
     Consolidated, a Delaware corporation ("Consolidated").  The
     principal executive offices of Consolidated are located at
     1900 Rexford Road, Charlotte, North Carolina 28211.


ITEM 2.   IDENTITY AND BACKGROUND

     Item 2 is hereby amended and restated as follows:

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

     The Coca-Cola Company is the largest manufacturer and
     distributor of soft drink concentrates and syrups in the
     world.  The Minute Maid Company, a division of The Coca-Cola
     Company, is the world's largest processor of packaged citrus
     products.

     Certain information with respect to the directors and
     executive officers of the Reporting Persons is set forth in
     Exhibit A (99.1) attached hereto, including each director's
     and executive officer's business address, present principal
     occupation or employment, citizenship and other information.
     
     None of the Reporting Persons nor, to the best of their
     knowledge, any director, executive officer or controlling
     person of any Reporting Person has, during the last five
     years, been (a) convicted in a criminal proceeding
     (excluding traffic violations or similar misdemeanors), or
     (b) a party to a civil proceeding of a judicial or
     administrative body of competent jurisdiction as a result of
     which proceeding any Reporting Person or any director,
     executive officer or controlling person of any Reporting
     Person was or is subject to a judgment, decree or final
     order enjoining future violations of, or prohibiting or
     mandating activities subject to, or finding any violation
     with respect to federal or state securities laws.


ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     Item 3 is hereby amended by adding the following:

     The 228,512 shares of Class B Common Stock (as defined below
     in Item 4) acquired by The Coca-Cola Company in the KO
     Exchange (as defined below in Item 4) have been acquired in
     exchange for the surrender by The Coca-Cola Company to
     Consolidated of 228,512 shares of Common Stock.

                               -6-



ITEM 4.   PURPOSE OF TRANSACTION

     Item 4 is hereby amended by adding the following:

     On November 23, 1998, Consolidated entered into an exchange
     transaction (the "Harrison Exchange") pursuant to which
     J. Frank Harrison, Jr. (also referred to herein as "J. Frank
     Harrison") acquired from Consolidated 792,796 shares of
     Class B Common Stock, par value $1.00 per share (the "Class
     B Common Stock"), of Consolidated in exchange for
     surrendering to Consolidated 792,796 shares of Common Stock.
     The Common Stock has one vote per share, and the Class B
     Common Stock has twenty votes per share.

     On November 23, 1998, Consolidated delivered a written
     notice to The Coca-Cola Company indicating that, as a result
     of the Harrison Exchange, The Coca-Cola Company was entitled
     to exercise contractual preemptive rights to acquire from
     Consolidated 228,512 shares of Class B Common Stock in
     exchange for surrendering to Consolidated 228,512 shares of
     Common Stock (the "KO Exchange").  The preemptive rights
     arise under the Stock Rights and Restrictions Agreement
     dated as of January 27, 1989 between The Coca-Cola Company
     and Consolidated and permit The Coca-Cola Company to
     preserve its percentage voting interest in Consolidated at
     22.59%.  On November 24, 1998, The Coca-Cola Company elected
     to exercise its contractual preemptive rights to effect the
     KO Exchange.

     Concurrently with the Harrison Exchange and the KO Exchange,
     J. Frank Harrison transferred 1,505,592 shares of
     Consolidated Class B Common Stock to three newly-formed
     family limited partnerships and the general partner of the
     three family limited partnerships (collectively, the
     "Harrison Entities").  In addition, J. Frank Harrison, III
     and Reid M. Henson, as co-trustees under an Irrevocable
     Trust Agreement of J. Frank Harrison for the Primary Benefit
     of His Children, dated October 14, 1988, transferred to the
     Harrison Entities 99,942 shares of Consolidated Class B
     Common Stock held by that trust.  In connection with the
     transfers to the Harrison Entities, The Coca-Cola Company
     and Carolina entered into an Agreement with J. Frank
     Harrison,  J. Frank Harrison, III, and Reid M. Henson, dated
     November 23, 1998 (the "Amendment Agreement") pursuant to
     which amendments were made to the following agreements among
     the parties:  (1) the Stock Rights and Restrictions
     Agreement between The Coca-Cola Company and Consolidated,
     dated as of January 27, 1989 (the "Stock Rights and
     Restrictions Agreement"), (2) the Shareholder's Agreement
     among The Coca-Cola Company, J. Frank Harrison, J. Frank
     Harrison, III and others, dated as of December 17, 1988 (the
     "Shareholder's Agreement"), and (3) the Voting Agreement
     among The Coca-Cola Company, J. Frank Harrison, III, J.
     Frank Harrison, Jr. and Reid M. Henson, as co-trustee,
     effective January 27, 1989 (the "Voting Agreement," and
     together with the Stock Rights and Restrictions Agreement
     and the Shareholder's Agreement, the "Existing Agreements").
     The Amendment Agreement is included as Exhibit BB (99.2) to
     this Schedule 13D.  Under the Amendment Agreement, (A) the
     Shareholder's Agreement was amended to confirm that the
     Harrison Entities would constitute "Permitted Transferees"
     under the terms of the Shareholder's Agreement, (B) the
     Voting Agreement was amended to confirm that the irrevocable
     proxy granted by The Coca-Cola Company to J. Frank Harrison
     and J. Frank Harrison, III would not terminate as a result
     of the transfers to the Harrison Entities, and (C) the Stock
     Rights and Restrictions Agreement was amended to confirm
     that the transfers to the Harrison Entities would not affect
     the call option granted by The Coca-Cola Company to
     Consolidated under Section 6 of the Stock Rights and
     Restrictions Agreement.  The Existing Agreements have been
     previously described in this Schedule 13D and have been
     previously included as exhibits to this Schedule 13D.

     Except as discussed herein or as previously disclosed in
     this Schedule 13D, no Reporting Person has (and, to the best
     knowledge of the Reporting Persons, no director, executive
     officer or controlling person of any Reporting Person has),
     any plans or proposals which relate to or would result in:
               
          (i)    The acquisition by any person of additional
                 securities of Consolidated, or the disposition of
                 securities of Consolidated;

                               -7-



         (ii)    An extraordinary corporate transaction, such as a
                 merger, reorganization or liquidation, involving
                 Consolidated or any of its subsidiaries;
          
        (iii)    A sale or transfer of a material amount of assets
                 of Consolidated or any of its subsidiaries;
          
         (iv)    Any change in the present board of directors or
                 management of Consolidated, including any plans or
                 proposals to change the number or term of directors
                 or to fill any existing vacancies on the board;
          
          (v)    Any material change in the present capitalization
                 or dividend policy of Consolidated;
          
         (vi)    Any other material change in Consolidated's
                 business or corporate structure;
          
        (vii)    Changes in Consolidated's charter, bylaws or instruments
                 corresponding thereto or other actions which may impede
                 the acquisition of control of Consolidated by any person;
          
       (viii)    Causing a class of securities of Consolidated 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;
          
         (ix)    A class of equity securities of Consolidated
                 becoming eligible for termination of registration
                 pursuant to Section 12(g)(4) of the Exchange Act; or
          
          (x)    Any action similar to any of those enumerated above.
     
     However, any of the Reporting Persons at any time may
     propose any of the foregoing which it considers desirable.
     

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER
     
     Item 5 is hereby amended by adding the following:
     
     After giving effect to the Harrison Exchange and the KO
     Exchange, each of the Reporting Persons now beneficially
     owns 1,984,495 shares of Common Stock (or approximately
     32.9% of the outstanding shares of Common Stock at
     November 24, 1998), and 497,670 shares of Class B Common
     Stock (or approximately 21.3% of the outstanding shares
     of Class B Common Stock at November 24, 1998).  After
     giving effect to such exchanges, each of the Reporting
     Persons now beneficially owns shares of Consolidated
     representing in the aggregate approximately 22.6% of
     the total votes of all outstanding shares of all classes
     of capital stock of Consolidated.  The Reporting Persons
     have sole dispositive power over the Consolidated Shares.
     
     As previously disclosed in this Schedule 13D, The Coca-Cola
     Company has previously granted to J. Frank Harrison, III
     and/or J. Frank Harrison, Jr. an irrevocable proxy with
     respect to the shares of Common Stock and Class B Common
     Stock beneficially owned by The Coca-Cola Company (the
     "Proxy").  As a result of the Proxy, the Reporting Persons
     may be deemed to share voting power with such persons with
     respect to the shares of Common Stock and Class B Common
     Stock beneficially owned by the Reporting Persons.

     To the knowledge of the Reporting Persons based solely on
     information furnished to the Reporting Persons by J. Frank
     Harrison, Jr. and J. Frank Harrison, III, each of J. Frank
     Harrison, Jr. and J. Frank Harrison, III is a citizen of the
     United States with his principal business address located at
     1190 Rexford Road, Charlotte, North Carolina.  Based solely
     on information furnished to the Reporting Persons by J.
     Frank Harrison, Jr. and J. Frank Harrison, III, J. Frank
     Harrison, Jr. is Chairman Emeritus of the Board of Directors
     of Consolidated and J. Frank Harrison, III is Chairman of
     the Board and Chief Executive Officer of Consolidated.
     
                               -8-



     To the knowledge of the Reporting Persons, none of J. Frank
     Harrison, Jr. and J. Frank Harrison, III has, during the
     last five years, been (a) convicted in a criminal proceeding
     (excluding traffic violations or similar misdemeanors), or
     (b) a party to a civil proceeding of a judicial or
     administrative body of competent jurisdiction as a result of
     which proceeding any such person was or is subject to a
     judgment, decree or final order enjoining future violations
     of, or prohibiting or mandating activities subject to, or
     finding any violation with respect to federal or state
     securities laws.

     The following information, derived solely from information
     furnished to the Reporting Persons by J. Frank Harrison, Jr.
     and J. Frank Harrison, III (the "Harrison Information"),
     reflects the beneficial ownership by J. Frank Harrison, Jr.
     and J. Frank Harrison, III of shares of Common Stock and
     Class B Common Stock:


                            AMOUNT AND                           PERCENT
                            NATURE OF     PERCENT                  OF
     NAME        TITLE      BENEFICIAL       OF     AGGREGATE     TOTAL
                   OF       OWNERSHIP      CLASS      VOTE        VOTE
                 CLASS     (1)(2)(3)(4)     (2)        (2)         (2)
     --------------------------------------------------------------------
                           
     J. Frank    Common    4,804,772        55.8%
     Harrison,   Stock
     Jr., J.
     Frank
     Harrison,
     III and     Class B   2,339,250        99.9%   49,008,022     92.8
     Reid M.     Common
     Henson      Stock
     as a
     Group
                         
                         
          (1)  In general, a person is deemed to be a beneficial
     owner of a security if that person has or shares voting
     power, which includes the power to vote or direct the voting
     of such security, or investment power, which includes the
     power to dispose of, or to direct the disposition of, such
     security; or if a person has the right to acquire either
     voting power or investment power over such security through
     the exercise of an option or conversion of another security
     within 60 days. More than one person may be a beneficial
     owner of the same securities, and a person may be deemed to
     be a beneficial owner of securities as to which he has no
     personal economic interest or which he may not vote.

          (2)  The percentages shown are based upon the number of
     shares outstanding (net of shares held in treasury).
     Beneficial ownership includes (i) shares of Common Stock
     that would result from a conversion of Class B Common Stock
     into shares of Common Stock (shares of Class B Common Stock
     are convertible into shares of Common Stock on a one for one
     basis at the option of the holder); or (ii) shares of Common
     Stock which Messrs. Harrison, Jr. and Harrison, III have the
     right to acquire through exercise of options, the
     percentages of class shown give effect to such conversion
     and to the exercise of such options. In calculating the
     aggregate vote and percent of total vote, however, no effect
     is given to conversion of Class B Common Stock into Common
     Stock or to the exercise of such unexercised options.

          (3)  The amounts shown include (a) as to Common Stock:
     (i) 1,605,534 shares of Class B Common Stock (convertible
     into shares of Common Stock) held directly by three family
     limited partnerships, as to which the Harrison Information
     reflects J. Frank Harrison, Jr. as having sole voting power
     and sole investment power pursuant to the terms of the
     limited partnership agreements for each such partnership and
     the terms of the operating agreement of the limited
     liability company 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 Mr. Harrison,
     Jr. as to which the Harrison Information reflects Mr.
     Harrison, Jr. as having sole voting power and no investment
     power; (iii) 1,984,495 shares of Common Stock and 497,670
     shares of Class B Common Stock (convertible into shares of
     Common Stock) held by Carolina Coca-Cola Bottling Investments,
     Inc. subject to the terms of the Proxy, as to which J. Frank
     Harrison, III has shared voting and no 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
     Mr. Harrison, Jr. and certain of his relatives, as to which
     the Harrison Information

                                 -9-



     reflects Mr. Harrison, Jr. as having sole voting power and
     J. Frank Harrison, III and Reid M. Henson as sharing
     investment power as co-trustees; (v) 741 shares of Common
     Stock and 260 shares of Class B Common Stock (convertible
     into shares of Common Stock) held by Mr. Harrison, III as
     custodian for certain of his children under the North Carolina
     Uniform Gifts to Minors Act, as to which the Harrison
     Information reflects Mr. Harrison, III as possessing sole
     voting and investment power; (vi) 2,000 shares of Common Stock
     owned directly by Reid M. Henson, as to which the Harrison
     Information reflects Mr. Henson as having sole voting and
     investment power; (vii) 100,000 shares of Common Stock which
     Mr. Harrison, Jr. presently has the right to acquire through
     the exercise of options; and (viii) 142,500 shares of
     Common Stock which Mr. Harrison, III presently has the right
     to acquire through the exercise of options; and (b) as to
     Class B Common Stock: (i) 1,605,534 shares of Class B
     Common Stock held directly by three family limited
     partnerships, as to which the Harrison Information reflects
     J. Frank Harrison, Jr. as having sole voting power and sole
     investment power pursuant to the terms of the limited
     partnership agreements for each such partnership and the
     terms of the operating agreement of the limited liability
     company which is the general partner of each such
     partnership; (ii) 235,786 shares of Class B Common Stock
     held by a trust for the benefit of Mr. Harrison, Jr. and
     certain of his relatives as to which the Harrison
     Information reflects Mr. Harrison, III and Mr. Henson as
     sharing investment power as co-trustees and as to which the
     Harrison Information reflects Mr. Harrison, Jr. as
     possessing sole voting power; (iii) 260 shares of Class B
     Common Stock held by Mr. Harrison, III as custodian for
     certain of his children under the North Carolina Uniform
     Gifts to Minors Act, as to which the Harrison Information
     reflects Mr. Harrison, III as possessing sole voting and
     investment power; and (iv) 497,670 shares of Class B Common
     Stock held by Carolina Coca-Cola Bottling Investments, Inc.
     subject to the terms of the Proxy, as to which Mr. Harrison,
     III has shared voting power and no investment power.

          (4)  J. Frank Harrison, Jr., J. Frank Harrison, III and
     Reid M. Henson (as trustee of certain trusts holding shares
     of Class B Common Stock) are parties to the Voting Agreement
     and the Shareholder's Agreement.  Pursuant to the Voting
     Agreement, Mr. Harrison, III has been granted the Proxy for
     life and, thereafter, to Mr. Harrison, Jr., covering the
     shares of Common Stock and Class B Common Stock held by
     The Coca-Cola Company. Accordingly, Messrs. Harrison, Jr.,
     Harrison, III and Henson may be deemed to be a group as such
     term is defined in certain regulations of the Securities and
     Exchange Commission.

     
ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
          RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
     
     Item 6 is hereby amended by adding the following:
     
     On November 23, 1998, Consolidated entered into the Harrison
     Exchange pursuant to which J. Frank Harrison acquired
     792,796 shares of Class B Common Stock in exchange for
     surrendering to Consolidated 792,796 shares of Common Stock.
     The Common Stock has one vote per share, and the Class B
     Common Stock has twenty votes per share.
     
     On November 23, 1998, Consolidated delivered a written
     notice to The Coca-Cola Company indicating that, as a
     result of the Harrison Exchange, The Coca-Cola Company was
     entitled to exercise contractual preemptive rights under the
     Stock Rights and Restrictions Agreement to acquire from
     Consolidated 228,512 shares of Class B Common Stock in
     exchange for surrendering to Consolidated 228,512 shares of
     Common Stock. On November 24, 1998, The Coca-Cola Company
     elected to exercise such contractual preemptive rights to
     effect the KO Exchange.
     
     Concurrently with the Harrison Exchange and the KO Exchange,
     J. Frank Harrison transferred 1,505,592 shares of
     Consolidated Class B Common Stock to the Harrison Entities.
     In addition, J. Frank Harrison, III and Reid M. Henson, as
     co-trustees under an Irrevocable Trust Agreement of J. Frank
     Harrison for the Primary Benefit of His Children, dated
     October 14, 1988, transferred to the Harrison Entities
     99,942 shares of Consolidated Class B Common Stock held by
     that trust.  In connection with the transfers to the
     Harrison Entities, The Coca-Cola Company, Carolina, J. Frank
     Harrison, J. Frank Harrison, III, and Reid M. Henson

                               -10-



     entered into the Amendment Agreement, pursuant to which the
     Existing Agreements were amended as follows:  (A) the
     Shareholder's Agreement was amended to confirm that the
     Harrison Entities would constitute "Permitted Transferees"
     under the terms of the Shareholder's Agreement, (B) the
     Voting Agreement was amended to confirm that the irrevocable
     proxy granted by The Coca-Cola Company to J. Frank Harrison
     and J. Frank Harrison, III would not terminate as a result
     of the transfers to the Harrison Entities, and (C) the Stock
     Rights and Restrictions Agreement was amended to confirm that
     the transfers to the Harrison Entities would not affect the
     call option granted by The Coca-Cola Company to Consolidated
     under Section 6 of the Stock Rights and Restrictions
     Agreement.  The Amendment Agreement is included as Exhibit
     BB (99.2) to this Schedule 13D.  The Existing Agreements
     have been previously described in this Schedule 13D and have
     been previously included as exhibits to this Schedule 13D.
     
        
ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS
     
     Item 7 is hereby amended by adding the following:
     
     Exhibit A (99.1) -   Directors and Executive Officers of
                          the Reporting Persons
     
     Exhibit BB (99.2) -  Agreement dated November 23, 1998
                          among The Coca-Cola Company, Carolina
                          Coca-Cola Bottling Investments, Inc.,
                          and J. Frank Harrison, J. Frank Harrison, III,
                          and Reid M. Henson
     
                               -11-



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

                                        THE COCA-COLA COMPANY
                                        
                                        
                                        By: /s/ JAMES E. CHESTNUT
                                           --------------------------------
                                           James E. Chestnut
                                           Senior Vice President and
                                            Chief Financial Officer
                              
Date: November 24, 1998

                                        THE COCA-COLA TRADING COMPANY
                                        
                                        
                                        By: /s/ JAMES E. CHESTNUT
                                           --------------------------------
                                           James E. Chestnut
                                           Vice President and
                                            Chief Financial Officer
                              
Date: November 24, 1998

                                        COCA-COLA OASIS, INC.
                                        
                                        
                                        By: /s/ JAMES E. CHESTNUT
                                           --------------------------------
                                           James E. Chestnut
                                           Chief Financial Officer
                              
Date: November 24, 1998
                                        CAROLINA COCA-COLA BOTTLING
                                        INVESTMENTS, INC.
                                        
                                        
                                        By: /s/ JAMES E. CHESTNUT
                                           --------------------------------
                                           James E. Chestnut
                                           Vice President and
                                            Chief Financial Officer
                              
Date: November 24, 1998

                               -12-



                         EXHIBIT INDEX



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

 BB (99.2)     Agreement dated November 23, 1998 among
               The Coca-Cola Company, Carolina Coca-Cola
               Bottling Investments, Inc., and J. Frank
               Harrison, J. Frank Harrison, III, and Reid M.
               Henson


                                                               
                                               EXHIBIT A (99.1)


                                 
     DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

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

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

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

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

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

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

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



DIRECTORS OF THE COCA-COLA COMPANY (continued)

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

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

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

Sam Nunn             Partner in the law firm of     King & Spalding
                     King & Spalding since          191 Peachtree Street
                     January 1997                   Atlanta, GA 30303-1763
                    
Paul F. Oreffice     Retired as Chairman of the     P.O. Box 4846
                     Board of Directors of The      Scottsdale, AZ 85261
                     Dow Chemical Company in
                     1992 (The Dow Chemical
                     Company is a diversified
                     chemical, metals, plastics
                     and packaging company)

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

                             -2-



DIRECTORS OF THE COCA-COLA COMPANY (continued)

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

Peter V. Ueberroth   Investor and Managing          The Contrarian Group,
                     Director, The Contrarian        Inc.
                     Group, Inc., a management      500 Newport Center Drive
                     company                        Suite 900
                                                    Newport Beach, CA 92660

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


EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

William P. Casey     Senior Vice President and
                     President of the Greater
                     Europe Group

Ralph H. Cooper      Senior Vice President and      The Minute Maid Company
                     President and Chief            2000 St. James Place
                     Executive Officer of           Houston, TX 77056
                     The Minute Maid Company

Douglas N. Daft      Senior Vice President and
                     President of the Middle and
                     Far East Group

                     Mr. Daft is a citizen of
                     Australia.

Timothy J. Haas      Senior Vice President and
                     President of the Latin
                     America Group

Jack L. Stahl        Senior Vice President and
                     President of the North
                     America Group

Carl Ware            Senior Vice President and
                     President of the Africa
                     Group

                             -3-



EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY (continued)

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

Anton Amon           Senior Vice President and
                     Manager of the Product
                     Integrity Division

James E. Chestnut    Senior Vice President and
                     Chief Financial Officer

                     Mr. Chestnut is a citizen
                     of the United Kingdom.

Charles S. Frenette  Senior Vice President and
                     Chief Marketing Officer

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

George Gourlay       Senior Vice President and
                     Manager of the Technical
                     Operations Division

Earl T. Leonard,     Senior Vice President,
Jr.                  Corporate Affairs

Michael W. Walters   Vice President of Human Resources

                             -4-





 DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY

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

DIRECTORS OF THE COCA-COLA TRADING COMPANY

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

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

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

                     Mr. Chestnut is a citizen
                     of the United Kingdom
                    
Joseph R. Gladden,   Senior Vice President and
Jr.                  General Counsel of
                     The Coca-Cola Company




EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

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

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

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

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

Dallas A. Hurston    Assistant Vice President
                     and Director, Corporate
                     Real Estate of
                     The Coca-Cola Company;
                     Vice President of
                     The Coca-Cola Trading
                     Company
                     
                             -2-



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

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

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

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

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

                             -3-




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

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

DIRECTORS OF COCA-COLA OASIS, INC.

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

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

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

                     Mr. Chestnut is a
                     citizen of the United
                     Kingdom

Richard J. Flaig*    Executive Assistant to
                     the Chief Marketing
                     Officer of
                     The Coca-Cola Company;
                     President of Coca-Cola
                     Oasis, Inc.



EXECUTIVE OFFICERS OF COCA-COLA OASIS, INC.

                       PRINCIPAL OCCUPATION
      NAME                 OR EMPLOYMENT              ADDRESS

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

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

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

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

                             -2-




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

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

DIRECTORS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

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

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

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

                     Mr. Chestnut is a
                     citizen of the United
                     Kingdom



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

                       PRINCIPAL OCCUPATION
       NAME                OR EMPLOYMENT              ADDRESS

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

                             -2-



                                            EXHIBIT BB (99.2)

                            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
                                      -----------------------------