SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                SCHEDULE 13E-4/A
                       (Amendment No. 2/Final Amendment)
                         Issuer Tender Offer Statement
     (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

                      Coca-Cola Bottling Co. Consolidated
                  (Name of issuer and person filing statement)

                         Common Stock, $1.00 Par Value
                         (Title of class of securities)

                                  191098 10 2
                     (CUSIP number of class of securities)

                             J. Frank Harrison, III
                     Chairman of the Board of Directors and
                            Chief Executive Officer
                      Coca-Cola Bottling Co. Consolidated
                               1900 Rexford Road
                        Charlotte, North Carolina 28211
                                 (704) 551-4400
      (Name, address and telephone number of person authorized to receive
      notices and communications on behalf of the person filing statement)

                                    Copy to:

                            J. Norfleet Pruden, III
                  Kennedy Covington Lobdell & Hickman, L.L.P.
                          NationsBank Corporate Center
                       100 North Tryon Street, Suite 4200
                      Charlotte, North Carolina 28202-4006
                                 (704) 331-7400


                               November 14, 1996
     (Date tender offer first published, sent or given to security holders)


                            Calculation of Filing Fee
Transaction Valuation*                                      Amount of Filing Fee
   $23,750,000                                                     $4,750

*        Assumes  the  purchase  of  500,000 Shares  at the maximum tender offer
         price per Share of $47.50.

[X]      Check  box if any  part  of the  fee is  offset  as  provided  by  Rule
         0-11(a)(2)  and identify the filing with which the  offsetting  fee was
         previously paid. Identify the previous filing by registration statement
         number, or the form or schedule and the date of its filing.

 
Amount previously paid:  $4,750                      Filing party:  Coca-Cola Bottling Co. Consolidated
Form or registration no.:  Schedule 13E-4            Date filed:  November 14, 1996








         This  Amendment  No. 2 amends and  supplements  the Issuer Tender Offer
Statement on Schedule 13E-4 (the  "Statement")  originally filed on November 14,
1996, and amended on December 16, 1996, by Coca-Cola Bottling Co.  Consolidated,
a Delaware corporation (the "Company"),  relating to the offer by the Company to
purchase up to 500,000 shares of common stock, $1.00 par value ("Common Stock"),
of the Company at prices, net to the seller in cash, not greater than $47.50 nor
less than  $42.50 per share,  upon the terms and subject to the  conditions  set
forth in the Offer to Purchase dated November 14, 1996 (the "Offer to Purchase")
and the related Letter of Transmittal  (which together  constitute the "Offer"),
copies  of  which  were   previously   filed  as  Exhibits  (a)(1)  and  (a)(2),
respectively, to this Statement. This Amendment No. 2 to the Schedule 13E-4 also
constitutes  the  final  amendment  to  the  Schedule  13E-4  pursuant  to  Rule
13e-4(c)(3) under the Securities  Exchange Act of 1934, as amended,  and General
Instruction (D) to Schedule 13E-4.


ITEM 8.  ADDITIONAL INFORMATION.

Item 8(e) is hereby further supplemented and amended as follows:

         The Offer  expired at 5:00 p.m.,  Eastern  time,  on December 13, 1996.
Pursuant to the Offer,  the Company accepted for purchase  508,690.46  shares of
Common Stock (approximately 6.4% of all shares of Common Stock outstanding prior
to  commencement  of the Offer) at a price of $46.00 per share.  As permitted by
the  terms of the  Offer,  the  Company  increased  the  number  of shares to be
purchased by 8,690.46 shares.  This increase enabled the Company to purchase all
shares tendered at $46.00 per share or less without  proration.  Shares tendered
at prices greater than $46.00 per share (470,734.52 shares) were not purchased.


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                                   SIGNATURE

         After due 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.

                                 COCA-COLA BOTTLING CO. CONSOLIDATED


                                 By: /s/ David V. Singer
                                     __________________________________________
                                     David V. Singer
                                     Vice President and Chief Financial Officer

Dated:  December 23, 1996


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