SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                                  MAY 15, 1996


                       COCA-COLA BOTTLING CO. CONSOLIDATED
             (Exact name of registrant as specified in its charter)


        Delaware                        0-9286                  56-0950585
 (State or other jurisdiction    (Commission File Number)    (IRS Employer
    of incorporation)                                      Identification No.)
      



               1900 Rexford Road, Charlotte, North Carolina   28211
                (Address of principal executive offices     Zip Code)


                                 (704) 551-4400
               Registrant's telephone number, including area code






Item 5.  Other Events


On May 15, 1996, the Company issued the following press release:


         Coca-Cola  Bottling Co.  Consolidated  (NASDAQ National  Market:  COKE)
         announced that its Board of Directors authorized repurchase of up to an
         aggregate  of one million  shares of its Common Stock from time to time
         at the discretion of the Company's Executive Committee.








Signatures


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized:


                                         COCA-COLA BOTTLING CO. CONSOLIDATED

                                                   (REGISTRANT)




Date: May 23, 1996            BY:             /s/ David  V. Singer
                                  -------------------------------------------
                                                  David V. Singer
                                   Principal Financial Officer of the Registrant
                                                      and
                                       Vice President, Chief Financial Officer