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

                               SCHEDULE 13D
                 Under the Securities Exchange Act of 1934
                            (Amendment No. 17)*

                    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

                             December 22, 1997
          (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 [  ].

* 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          2,213,007 shares of Common Stock, $1.00 par value per share
   REPORTING
    PERSON      9  SOLE DISPOSITIVE POWER
     WITH          2,213,007 shares of Common Stock, $1.00 par value per share
     
     10   SHARED DISPOSITIVE POWER
          None
     
     11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          2,213,007 shares of Common Stock, $1.00 par value per share
     
     12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES*                                        [   ]
     
     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          31.4%
     
     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          2,213,007 shares of Common Stock, $1.00 par value per share
   REPORTING
    PERSON      9  SOLE DISPOSITIVE POWER
     WITH          2,213,007 shares of Common Stock, $1.00 par value per share
     
     10   SHARED DISPOSITIVE POWER
          None
     
     11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          2,213,007 shares of Common Stock, $1.00 par value per share
     
     12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES*                                        [   ]
     
     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          31.4%
     
     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          2,213,007 shares of Common Stock, $1.00 par value per share
 REPORTING
  PERSON      9  SOLE DISPOSITIVE POWER
   WITH          2,213,007 shares of Common Stock, $1.00 par value per share

10   SHARED DISPOSITIVE POWER
     None

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,213,007 shares of Common Stock, $1.00 par value per share

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     31.4%

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          2,213,007 shares of Common Stock, $1.00 par value per share
 REPORTING
  PERSON      9  SOLE DISPOSITIVE POWER
   WITH          2,213,007 shares of Common Stock, $1.00 par value per share

10   SHARED DISPOSITIVE POWER
     None

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,213,007 shares of Common Stock, $1.00 par value per share

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     31.4%

14   TYPE OF REPORTING PERSON*
     CO
                                
              *SEE INSTRUCTIONS BEFORE FILLING OUT
                                
                               -5-


                       AMENDMENT NO. 17 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.  Following the December 1997
     Contributions (as defined in Item 4 below), (i) 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 (formerly known as Coca-Cola
     Foods), 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.
                
                               -6-



ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
     
     Item 3 is hereby amended by adding the following:
     
     The beneficial ownership of the Consolidated Shares (as
     defined in Item 4 below) acquired by Trading Company, Oasis
     and Carolina has been acquired through a series of capital
     contributions effected by The Coca-Cola Company, Trading
     Company and Oasis as more fully described in Item 4 below.


ITEM 4.   PURPOSE OF TRANSACTION

     Item 4 is hereby amended by adding the following:

     On December 22, 1997, The Coca-Cola Company and certain of
     its direct or indirect wholly owned subsidiaries effected a
     series of capital contributions (the "December 1997
     Contributions") resulting in Carolina becoming the record
     owner of the 2,213,007 shares of Common Stock and the
     269,158 shares of Class B Common Stock, par value $1.00 per
     share (the "Class B Common Stock"), of Consolidated, which
     were previously owned of record by The Coca-Cola Company
     (collectively, the "Consolidated Shares").  Pursuant to the
     December 1997 Contributions, The Coca-Cola Company first
     contributed the Consolidated Shares to Carolina.  The
     Coca-Cola Company next contributed all of the shares of
     common stock of Carolina to Trading Company, and Trading
     Company then contributed all of the shares of common stock
     of Carolina to Oasis.

     Following the December 1997 Contributions, (i) Carolina is
     the owner of record of the Consolidated Shares and 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.

     Concurrently with the contribution by The Coca-Cola Company
     of the Consolidated Shares to Carolina, The Coca-Cola
     Company entered into an Agreement with Carolina, Trading
     Company, Oasis, Consolidated, J. Frank Harrison (also
     referred to herein as J. Frank Harrison, Jr.), and J. Frank
     Harrison, III dated December 22, 1997 (the "Assignment
     Agreement") pursuant to which The Coca-Cola Company assigned
     to Carolina all of its rights, options and benefits under
     (i) 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"), (ii)
     the Shareholder's Agreement among The Coca-Cola Company, J.
     Frank Harrison, J. Frank Harrison, III and others, dated
     December 17, 1988 (the "Shareholder's Agreement"), and (iii)
     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").
     
                
                               -7-


     In the Assignment Agreement, Carolina acknowledged and
     agreed to be bound by the terms and conditions of each of
     the Existing Agreements as they apply to the Consolidated
     Shares, including the irrevocable proxy with respect to the
     Consolidated Shares granted to J. Frank Harrison, III and/or
     J. Frank Harrison, Jr. pursuant to the Voting Agreement (the
     "Proxy").  The Assignment Agreement is included as Exhibit Z
     (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.

     Except as discussed herein or as previously disclosed in
     this Schedule 13D, none of the Reporting Persons 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;

       (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 of any of its subsidiaries;

       (iv)    A 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 interdealer 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.

                
                               -8-


ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

     Item 5 is hereby amended by adding the following:
     
     On December 22, 1997, The Coca-Cola Company and certain of
     its direct or indirect wholly owned subsidiaries effected
     the December 1997 Contributions resulting in Carolina
     becoming the record owner of the Consolidated Shares.
     Pursuant to the December 1997 Contributions, The Coca-Cola
     Company first contributed the Consolidated Shares to
     Carolina. The Coca-Cola Company next contributed all of the
     shares of common stock of Carolina to Trading Company, and
     Trading Company then contributed all of the shares of common
     stock of Carolina to Oasis.  Following the December 1997
     Contributions, (i) Carolina is the owner of record of the
     Consolidated Shares and 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.
     
     After giving effect to the December 1997 Contributions, each
     of the Reporting Persons beneficially owns 2,213,007 shares
     of Common Stock (or approximately 31.4% of the outstanding
     shares of Common Stock at December 3, 1997), and 269,158
     shares of Class B Common Stock (or approximately 20.4% of
     the outstanding shares of Class B Common Stock at December
     3, 1997).  After giving effect to the December 1997
     Contributions, each of the Reporting Persons beneficially
     owns shares of Consolidated representing in the aggregate
     approximately 20.7% 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.  As a
     result of the Proxy, the Reporting Persons may be deemed to
     share voting power with such persons with respect to the
     Consolidated Shares.
     
     To the knowledge of the Reporting Persons based solely on
     Statements on Schedule 13D filed 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
     Consolidated's Proxy Statement dated April 11, 1997, 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.
     
     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.
                
                               -9-


     The following information, derived from Consolidated's Proxy
     Statement dated April 11, 1997 (the "Consolidated Proxy
     Statement"), reflects the beneficial ownership by J. Frank
     Harrison, Jr. and J. Frank Harrison, III of shares of Common
     Stock and Class B Common Stock:

PERCENT AMOUNT AND PERCENT OF TITLE NATURE OF OF TOTAL OF BENEFICIAL CLASS AGGREGATE VOTE NAME CLASS OWNERSHIP(1) (2) VOTE (2) ----------------------------------------------------------------------- J. Frank Common 4,797,250(3)(4) 55.8 Harrison, Stock Jr., J. Frank Harrison, III and Class B 1,317,942(3)(4)(5) 99.9 29,603,148 88.5 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 such shares 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) 792,796 shares owned outright by J. Frank Harrison, Jr. as to which the Consolidated Proxy Statement reflects him as having sole voting and investment power; (ii) 235,786 shares held by a -10- trust for the benefit of certain relatives of Mr. Harrison, Jr. as to which the Consolidated Proxy Statement reflects him as having sole voting power and no investment power; (iii) 2,213,007 shares held by The Coca-Cola Company subject to the terms of the Proxy as to which the Consolidated Proxy Statement reflects J. Frank Harrison, III as having sole voting and no investment power; (iv) 719 shares 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 Consolidated Proxy Statement reflects Mr. Harrison, III as possessing sole voting and investment power; (v) 2,000 shares owned outright by Reid M. Henson; (vi) 1,317,942 shares of Class B Common Stock, convertible into Common Stock on a one for one basis at the option of the holder of such shares, and which are beneficially owned by Messrs. Harrison, Jr., Harrison, III and Henson as described in subsection (ii) of this Note (3); and (vii) 100,000 shares of Common Stock which Mr. Harrison, Jr. presently has the right to acquire through exercise of options and 135,000 shares of Common Stock which Mr. Harrison, III presently has the right to acquire through exercise of options; and (b) as to Class B Common Stock: (i) 712,796 shares owned outright by Mr. Harrison, Jr. as to which the Consolidated Proxy Statement reflects him as having sole voting and investment power; (ii) 235,786 shares held by a trust for the benefit of Mr. Harrison, Jr. and certain of his relatives as to which the Consolidated Proxy Statement reflects Mr. Harrison, III and Mr. Henson as sharing investment power as co-trustees and as to which the Consolidated Proxy Statement reflects Mr. Harrison, Jr. as possessing sole voting power; (iii) 260 shares 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 Consolidated Proxy Statement reflects Mr. Harrison, III as possessing sole voting and investment power; (iv) 99,942 shares held by certain trusts as to which the Consolidated Proxy Statement reflects Mr. Harrison, III and Mr. Henson as sharing investment power as co-trustees and as to which the Consolidated Proxy Statement reflects Mr. Harrison, Jr. as possessing sole voting power; and (v) 269,158 shares held by The Coca-Cola Company subject to the terms of the Proxy as to which the Consolidated Proxy Statement reflects Mr. Harrison, III as having sole voting 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. -11- (5) A trust of which J. Frank Harrison, Jr. is a beneficiary and J. Frank Harrison, III and Reid M. Henson are co-trustees has the right to acquire 292,396 shares of Class B Common Stock from the Company in exchange for an equal number of shares of Common Stock. Mr. Harrison, Jr. would have sole voting power, and Messrs. Harrison, III and Henson would have shared investment power upon such acquisition. The trust does not own any shares of Common Stock with which to make such exchange and, accordingly, the number of shares shown does not include such shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended by adding the following: On December 22, 1997, The Coca-Cola Company and certain of its direct or indirect wholly owned subsidiaries effected the December 1997 Contributions resulting in Carolina becoming the record owner of the Consolidated Shares. Pursuant to the December 1997 Contributions, The Coca-Cola Company first contributed the Consolidated Shares to Carolina. The Coca-Cola Company next contributed all of the shares of common stock of Carolina to Trading Company, and Trading Company then contributed all of the shares of common stock of Carolina to Oasis. Following the December 1997 Contributions, (i) Carolina is the owner of record of the Consolidated Shares and 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. Concurrently with the contribution by The Coca-Cola Company of the Consolidated Shares to Carolina, The Coca-Cola Company entered into the Assignment Agreement with Carolina, Trading Company, Oasis, and Consolidated, J. Frank Harrison and J. Frank Harrison, III pursuant to which The Coca-Cola Company assigned to Carolina all of its rights, options and benefits under the Stock Rights and Restrictions Agreement, the Shareholder's Agreement, and the Voting Agreement. In the Assignment Agreement, Carolina acknowledged and agreed to be bound by the terms and conditions of each of the Existing Agreements as they apply to the Consolidated Shares, including the Proxy. The Assignment Agreement is included as Exhibit Z (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. -12- 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 Z(99.2) - Agreement dated December 22, 1997 among The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc., The Coca-Cola Trading Company, Coca-Cola Oasis, Inc. and Coca-Cola Bottling Co. Consolidated, J. Frank Harrison, and J. Frank Harrison, III Exhibit AA(99.3) - Joint Filing Agreement dated as of December 22, 1997, by and among The Coca-Cola Company, The Coca-Cola Trading Company, Coca-Cola Oasis, Inc. and Carolina Coca-Cola Bottling Investments, Inc. -13- 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: December 22, 1997 THE COCA-COLA TRADING COMPANY By: /s/ JAMES E. CHESTNUT -------------------------------- James E. Chestnut Vice President and Chief Financial Officer Date: December 22, 1997 COCA-COLA OASIS, INC. By: /s/ JAMES E. CHESTNUT -------------------------------- James E. Chestnut Chief Financial Officer Date: December 22, 1997 CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC. By: /s/ JAMES E. CHESTNUT -------------------------------- James E. Chestnut Vice President and Chief Financial Officer Date: December 22, 1997 -14- EXHIBIT INDEX EXHIBIT DESCRIPTION A (99.1) Directors and Executive Officers of the Reporting Persons Z (99.2) Agreement dated December 22, 1997 among The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc., The Coca-Cola Trading Company, Coca-Cola Oasis, Inc., and Coca-Cola Bottling Co. Consolidated, J. Frank Harrison, and J. Frank Harrison, III AA (99.3) Joint Filing Agreement dated as of December 22, 1997, by and among The Coca-Cola Company, The Coca-Cola Trading Company, Coca-Cola Oasis, Inc. and Carolina Coca-Cola Bottling Investments, Inc.

                                                              
                                              Exhibit A (99.1)


                               
   DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

     Set forth below is the name, business address, 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 benefically
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        Allen & Company
                    Executive Officer and    Incorporated
                    a Managing Director of  711 Fifth Avenue
                    Allen & Company         New York, NY 10022
                    Incorporated, a
                    privately held
                    investment banking
                    firm
                                            
Ronald W. Allen     Advisory Director of    Delta Air Lines,
                    Delta Air Lines, Inc.    Inc.
                                            Hartsfield
                                             International
                                             Airport
                                            Atlanta, GA 30320
                                            
Cathleen P. Black   President of the        Hearst Magazines
                    Hearst Magazines        959 8th Avenue
                    Division of The Hearst  New York, NY 10019
                    Corporation, a major
                    media and
                    communications company

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



DIRECTORS OF THE COCA-COLA COMPANY (continued)
                                                     
                     PRINCIPAL OCCUPATION            
       NAME              OR EMPLOYMENT            ADDRESS
                                            
Charles W. Duncan,  Private investor        Duncan Interests
Jr.                                         600 Travis, Suite
                                            6100
                                            Houston, TX 77002-3007
                                            
Susan B. King       Leader in Residence,    Hart Leadership
                    Hart Leadership          Program
                    Program, Duke           Terry Sanford
                    University, a program    Institute of
                    for the development      Public Policy 
                    and advancement of      Duke University 
                    leadership and          Box 90248
                    management skills in    Durham, NC 27708-0248
                    the public and private  
                    sectors                 
                                            
Donald F. McHenry   University Research     The IRC Group, Inc.
                    Professor of Diplomacy  1320 19th Street,
                    and International       N.W.
                    Affairs, Georgetown     Suite 410
                    University; President   Washington, DC
                    of The IRC Group, a     20036
                    New York City and
                    Washington, DC
                    consulting firm
                                            
Sam Nunn            Partner of the law      King & Spalding
                    firm of King &          191 Peachtree
                    Spalding                Street
                                            Atlanta, GA 30303-1763
                                            
Paul F. Oreffice    Retired as Chairman of  P.O. Box 4846
                    the Board of Directors  Scottsdale, AZ
                    of The Dow Chemical     85261
                    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    22nd Floor
                    RRE Investors, LLC, a   126 East 56th
                    private venture         Street
                    investment firm;        New York, NY 10022
                    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
                    Director, The           Group,
                    Contrarian Group,        Inc.
                    Inc., a management      Suite 900
                    company                 500 Newport Center
                                             Drive
                                            Newport Beach, CA
                                            92660
                                            
James B. Williams   Chairman of the Board   SunTrust Banks,
                    of Directors and Chief  Inc.
                    Executive Officer,      P.O. Box 4418
                    SunTrust Banks, Inc.,   Atlanta, GA 30302
                    a bank holding company

EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
                                                     
                     PRINCIPAL OCCUPATION            
       NAME              OR EMPLOYMENT            ADDRESS
                                            
Ralph H. Cooper     Senior Vice President   The Minute Maid
                    and President and       Company 2000 St.
                    Chief Executive         James Place
                    Officer of The Minute   Houston, TX 77056
                    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
                                            
E. Neville Isdell   Senior Vice President   
                    and President of the
                    Greater Europe Group
                    
                    Mr. Isdell is a
                    citizen of the United
                    Kingdom of Great
                    Britain and Northern
                    Ireland

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

                              -3-


EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY (continued)
                                                     
                     PRINCIPAL OCCUPATION            
       NAME              OR EMPLOYMENT            ADDRESS
                                            
Carl Ware           Senior Vice President   
                    and President of the
                    Africa Group
                                            
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 of Great
                    Britain and Northern
                    Ireland
                                            
Joseph R. Gladden,  Senior Vice President   
Jr.                 and General Counsel
                                            
George Gourlay      Senior Vice President   
                    and Manager of the
                    Technical Operations
                    Division
                                            
Earl T. Leonard,    Senior Vice President,  
Jr.                 Corporate Affairs
                                            
Sergio S. Zyman     Senior Vice President   
                    and Chief Marketing
                    Officer

                              -4-

                               

   DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA TRADING
                            COMPANY

     Set forth below is the name, business address, 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 of Great
                    Britain and Northern
                    Ireland
                                            
Joseph R. Gladden,  Senior Vice President   
Jr.                 and 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
                                            
David M. Taggart    Vice President and      
                    Treasurer of
                    The Coca-Cola Company;
                    Treasurer of
                    The Coca-Cola Trading
                    Company
                                            
Kenneth L. Carty    Director of Global      
                    Products, Global
                    Procurement and
                    Trading of
                    The Coca-Cola Company;
                    Vice President of
                    The Coca-Cola Trading
                    Company

Thomas Edward       Assistant Vice
McGuire             President and
                    Director, Global
                    Staffing of
                    The Coca-Cola Company;
                    Vice President of The
                    Coca-Cola Trading
                    Company

                              -2-


EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY
(continued)
                                            
Frederick Yochum    Director of General     
                    and Administrative
                    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
                                            
Susan E. Shaw       Secretary of            
                    The Coca-Cola Company;
                    Secretary 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 of Great
                    Britain and Northern
                    Ireland
                                            
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.
                                            
W. Dexter Brooks    Senior Staff Counsel,   
                    Corporate Legal of
                    The Coca-Cola Company;
                    Vice President and
                    Assistant Secretary of
                    Coca-Cola Oasis, Inc.
                                            
Susan E. Shaw       Secretary of            
                    The Coca-Cola Company;
                    Secretary 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 of Great
                    Britain and Northern
                    Ireland


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.
                                            
Susan E. Shaw       Secretary of            
                    The Coca-Cola Company;
                    Secretary of Carolina
                    Coca-Cola Bottling
                    Investments, Inc.

                              -2-


                                                 EXHIBIT Z (99.2)
     
     
     THIS AGREEMENT (this "Agreement"), dated December 22, 1997,
is entered into among THE COCA-COLA COMPANY, a Delaware
corporation ("KO"), CAROLINA COCA-COLA BOTTLING INVESTMENTS,
INC., a Delaware corporation and a wholly-owned subsidiary of KO
("CCCBI"), THE COCA-COLA TRADING COMPANY, a Delaware corporation
and a wholly-owned subsidiary of KO ("Trading"), COCA-COLA OASIS,
INC., a Delaware corporation and a wholly-owned subsidiary of
Trading ("Oasis"); and COCA-COLA BOTTLING CO. CONSOLIDATED, a
Delaware corporation ("Consolidated"), J. FRANK HARRISON, and J.
FRANK HARRISON, III.

                           BACKGROUND
                                
     KO currently holds directly an aggregate of 2,213,007 shares
of Consolidated's Common Stock and 269,158 shares of
Consolidated's Class B Common Stock (the shares of Consolidated
Common Stock and Class B Common Stock currently held by KO are
referred to in this Agreement collectively as the "Shares").

     KO is a party to the following agreements with Consolidated
and members of the Harrison family relating to KO's ownership and
voting of the Shares: (1) the Stock Rights and Restrictions
Agreement (the "Stock Rights and Restrictions Agreement") between
KO and Consolidated, dated as of January 27, 1989, (2) the
Shareholder's Agreement (the "Shareholder's Agreement") among KO,
J. Frank Harrison, J. Frank Harrison, III, and certain other
shareholders of Consolidated, dated December 17, 1988, and (3)
the Voting Agreement (the "Voting Agreement") among KO, J. Frank
Harrison, J. Frank Harrison, III, and Reid M. Henson, as co-
trustee, effective January 27, 1989 (collectively, the
"Agreements").

     KO intends to transfer the Shares to KO's wholly-owned
subsidiary, CCCBI.  KO will immediately thereafter transfer all
outstanding shares of CCCBI common stock to Trading, another
wholly-owned subsidiary of KO.  Trading will then contribute all
outstanding shares of common stock of CCCBI to Oasis, a wholly-
owned subsidiary of Trading.  As a result of the proposed
transfers, the Shares will continue to be indirectly owned 100%
by KO.
     
     KO intends to complete the proposed transfers prior to
December 31, 1997.

     The Parties wish to enter into this Agreement in order to
confirm that the Agreements will continue to be binding upon KO,
Trading, Oasis, and CCCBI following completion of the proposed
transfers and assignments and that the Shares will continue to be
subject to the terms of the Agreements.

     SECTION 1.  KO hereby assigns to CCCBI any and all rights,
options or other benefits to which KO is entitled under any of
the Agreements, in accordance with Section 5 of the Stock Rights
and Restrictions Agreement, Section 12 of the Shareholder's
Agreement, and Section 7(a) of the Voting Agreement,
respectively.  KO, Trading, Oasis and CCCBI each acknowledge and





agree that the Shares are and shall remain subject to the terms
and conditions of each of the Agreements, including without
limitation the proxy granted to J. Frank Harrison, III under
Section 2 of the Voting Agreement.  KO will continue to be bound
by and comply with the terms and conditions of the Agreements,
and CCCBI agrees to be bound by and comply with the terms and
conditions of each of the Agreements as they apply to the Shares.

     SECTION 2.  KO will continue to exercise the right to
designate a Director of Consolidated as provided in Section 9 of
the Stock Rights and Restrictions Agreement, notwithstanding the
transfers described above in the Background statement.

     SECTION 3.  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) At KO's request, Consolidated will cause the Shares
to be registered in the name of CCCBI as necessary to reflect the
transfers described above.  The share certificates representing
the shares will bear all legends required under the Agreements.

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

                                   THE COCA-COLA COMPANY


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



                                   CAROLINA COCA-COLA
                                   BOTTLING INVESTMENTS, INC.


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



                                   THE COCA-COLA TRADING COMPANY


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




                                 -2-


                                   COCA-COLA OASIS, INC.


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


                                   COCA-COLA BOTTLING
                                   CO. CONSOLIDATED


                                   By:  /s/ J. FRANK HARRISON, III
                                       ------------------------------
                                        J. Frank Harrison, III
                                        Chairman and CEO
                                   
                                   
                                   
                                   
                                   /s/ J. FRANK HARRISON
                                   ---------------------------------
                                   J. FRANK HARRISON

                                   
                                   
                                   
                                   /s/ J. FRANK HARRISON, III
                                   ----------------------------------
                                   J. FRANK HARRISON, III











                                 -3-


                                                        EXHIBIT AA (99.3)
  


                          JOINT FILING AGREEMENT
  
  In accordance with Rule 13d-1(f) promulgated under the Securities
  Exchange Act of 1934, as amended, the persons named below agree to the
  joint filing on behalf of each of them of a Statement on Schedule 13D
  (including amendments thereto) with respect to the Common Stock of
  Coca-Cola Bottling Co. Consolidated, and further agree that this Joint
  Filing Agreement be included as an exhibit to such joint filing.  Each
  party to this Joint Filing Agreement expressly authorizes The Coca-Cola
  Company to file on such party's behalf any and all amendments to such
  Statement.  Each such party undertakes to notify The Coca-Cola Company
  of any changes giving rise to an obligation to file an amendment to
  Schedule 13D and it is understood that in connection with this
  Statement and all amendments thereto each such party shall be
  responsible only for information supplied by such party.
  
  In evidence thereof, the undersigned, being duly authorized, hereby
  execute this Agreement this 22nd day of December, 1997.
  
                                THE COCA-COLA COMPANY
                                
                                
                                By: /s/ JAMES E. CHESTNUT
                                    -----------------------------
                                   James E. Chestnut
                                   Senior Vice President and
                                   Chief Financial Officer
       
       
                                THE COCA-COLA TRADING COMPANY
                                
                                
                                By: /s/ JAMES E. CHESTNUT
                                    -----------------------------
                                   James E. Chestnut
                                   Vice President and
                                   Chief Financial Officer
                                   
                                   
                                COCA-COLA OASIS, INC.
                                
                                
                                By: /s/ JAMES E. CHESTNUT
                                    -----------------------------
                                    James E. Chestnut
                                   Chief Financial Officer
                                   
       
                                CAROLINA COCA-COLA BOTTLING
                                INVESTMENTS, INC.
                                
                                
                                By: /s/ JAMES E. CHESTNUT
                                    -----------------------------
                                   James E. Chestnut
                                   Senior Vice President and
                                   Chief Financial Officer