UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                               SCHEDULE 13D
                 Under the Securities Exchange Act of 1934
                                     
                            (AMENDMENT NO. 15)
                 (INCLUDING A RESTATEMENT OF SCHEDULE 13D
                AND AMENDMENTS NOS. 1 THROUGH 14 THERETO) *
                                     
                    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
                              With a Copy to:
                         Carol Crofoot Hayes, Esq.
                           The Coca-Cola Company
                            One Coca-Cola Plaza
                          Atlanta, Georgia 30313
               (Name, Address and Telephone Number of Person
             Authorized to Receive Notices and Communications)
                                     
                             January 17, 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 [  ].

Check the following box if a fee is being paid with the statement [  ].  (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.)  (See Rule 13d-7.)

*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) [   ]
                                                       (b) [ X ]
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         2,488,497 shares of Common Stock, $1.00 par value per share
BENEFICIALLY
  OWNED BY    8  SHARED VOTING POWER
   EACH          None
 REPORTING
  PERSON      9  SOLE DISPOSITIVE POWER
   WITH          2,488,497 shares of Common Stock, $1.00 par value per share

             10  SHARED DISPOSITIVE POWER
                 None

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     2,488,497 shares of Common Stock, par value $1.00 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)
     33.99%

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

                                   - 2 -



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, a Delaware
     corporation, having its principal executive offices at One Coca-Cola
     Plaza, Atlanta, Georgia 30313, telephone (404) 676-2121.

     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 Coca-Cola Company is set forth in Exhibit A (99)
     attached hereto, including each director's and executive officer's
     business address, present principal occupation or employment,
     citizenship and other information.

     Neither The Coca-Cola Company nor, to the best of its knowledge, any
     director, executive officer or controlling person of The Coca-Cola
     Company 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 either The Coca-Cola Company or any director, executive
     officer or controlling person of The Coca-Cola Company 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.

The following is a chronological list of responses to Item 3 from the
original Schedule 13D filing through all amendments, including Amendment
No. 15 first filed today.

SCHEDULE 13D DATED MAY 7, 1987, FILED WITH THE COMMISSION ON MAY 18, 1987

     On May 7, 1987, The Coca-Cola Company and Coca-Cola Bottling Co.
     Consolidated entered into a stock purchase agreement dated as of May
     7, 1987 (the "Stock Purchase Agreement"), a copy of which is set forth
     as Exhibit B hereto, which provides for the purchase by The Coca-Cola
     Company of 1,355,009 shares of Common Stock and 269,183 shares of

                                   - 3 -



     Class B Common Stock, $1.00 par value per share (the "Class B Common
     Stock"), of Consolidated (the aggregate shares of Common Stock and
     Class B Common Stock to be purchased by The Coca-Cola Company are
     hereinafter referred to collectively as the "Purchased Shares"), which
     will constitute 20% of the total outstanding Common Stock and Class B
     Common Stock, respectively, and 20% of the voting power of
     Consolidated.

     The aggregate consideration for the Purchased Shares (exclusive of
     expenses, including legal fees) is $62,531,392, or a price per share
     of $38.50.  The funds required for such purpose will be obtained from
     the working capital of The Coca-Cola Company and will be paid to
     Consolidated at the closing of the transactions contemplated by the
     Stock Purchase Agreement.

     Pursuant to the Stock Purchase Agreement, The Coca-Cola Company agreed
     not to sell, assign, transfer or otherwise dispose of all or any of
     its shares of Common Stock or Class B Common Stock for five years from
     the date of the Stock Purchase Agreement (unless required to do so by
     court order or law), not to purchase or acquire additional shares of
     Common Stock or Class B Common Stock except as contemplated or
     provided in the Stock Purchase Agreement, and not to sell or otherwise
     dispose of shares of Class B Common Stock without converting them into
     Common Stock.  The Coca-Cola Company granted Consolidated a right of
     first refusal with respect to any sale, assignment, transfer or other
     disposition by The Coca-Cola Company of the Purchased Shares and
     Consolidated granted The Coca-Cola Company certain "piggy-back" and
     demand registration rights with respect to such shares.  Consolidated
     has the right for a period of five years from the date of the closing
     under the Stock Purchase Agreement to accrue any dividends due to The
     Coca-Cola Company on its Common Stock or Class B Common Stock, such
     accrued amounts being payable not later than the fifth anniversary of
     the closing under the Stock Purchase Agreement with interest from the
     third through the fifth years.  The Stock Purchase Agreement contains
     provisions intended to maintain The Coca-Cola Company's proportionate
     20% interest in the Common Stock and Class B Common Stock, and its
     proportionate 20% voting interest in Consolidated represented by such
     shares.

     The Coca-Cola Company was also given the right to have its nominee
     (who shall be reasonably acceptable to Consolidated) seated on
     Consolidated's Board of Directors as promptly as practicable after the
     closing under the Stock Purchase Agreement, and to have such person
     (or a successor) nominated and elected at each subsequent election of
     Consolidated's directors.  The Coca-Cola Company's right to such board
     representation shall continue so long as The Coca-Cola Company holds,
     directly or indirectly, at least l5% of the total voting power of all
     classes of common stock of Consolidated.

     Furthermore, The Coca-Cola Company, J. Frank Harrison and J. Frank
     Harrison, III also entered into a Voting Agreement dated May 7, 1987
     (the "Voting Agreement"), a copy of which is set forth as Exhibit C
     hereto, as described in Item 5 below.

     The closing of the transactions contemplated by the Stock Purchase
     Agreement is subject to the prior satisfaction of certain specified

                                   - 4 -



     conditions, including the expiration of the waiting period under the
     Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt
     by Consolidated of a fairness opinion of Salomon Bros. Inc.


AMENDMENT NO. 1 TO SCHEDULE 13D DATED JUNE 26, 1987, FILED WITH THE
COMMISSION ON JULY 15, 1987

     Item 3 is hereby amended by adding the following:

     On June 26, 1987, The Coca-Cola Company acquired, pursuant to the
     stock purchase agreement dated as of May 7, 1987 (the "Stock Purchase
     Agreement") between The Coca-Cola Company and Coca-Cola Bottling Co.
     Consolidated ("Consolidated"), 1,355,033 shares of Common Stock (the
     "Common Stock") and 269,158 shares of Class B Common Stock, $1.00 par
     value per share (the "Class B Common Stock"), of Consolidated (the
     aggregate shares of Common Stock and Class B Common Stock to be
     purchased by The Coca-Cola Company are hereinafter referred to
     collectively as the "Purchased Shares"), which represent 20% of the
     outstanding Common Stock and Class B Common Stock, respectively, and
     20% of the voting power of Consolidated.

     The aggregate consideration for the Purchased Shares (exclusive of
     expenses, including legal fees) was $62,531,353.50, or a price per
     share of $38.50.

     Pursuant to the Stock Purchase Agreement, The Coca-Cola Company
     designated M. Douglas Ivester, Senior Vice President and Chief
     Financial Officer of The Coca-Cola Company, as its representative on
     the Board of Directors of Consolidated and it is expected that
     Mr. Ivester will be appointed to the Board at its next meeting,
     scheduled for early August 1987.


AMENDMENT NO. 3 TO SCHEDULE 13D DATED DECEMBER 23, 1988, FILED WITH THE
COMMISSION ON DECEMBER 27, 1988

       Item 3 is hereby amended by adding the following:

       On December 23, 1988, The Coca-Cola Company and Coca-Cola Bottling
       Co. Consolidated ("Consolidated") entered into a Letter of Intent
       (the "Letter"), pursuant to which The Coca-Cola Company expressed
       its intent to acquire an additional 1,100,000 shares of Common
       Stock, par value $1.00 per share (the "Common Stock"), of
       Consolidated (the additional shares of Common Stock to be purchased
       by The Coca-Cola Company are hereinafter referred to as the
       "Purchased Shares").  Upon consummation of the acquisition of the
       Purchased Shares, The Coca-Cola Company will beneficially own
       2,455,033 shares of Common Stock (or approximately 31.16% of the
       outstanding shares of Common Stock at December 23, 1988) and
       269,158 shares of Class B Common Stock, par value $1.00 per share
       ("Class B Common Stock") (or approximately 20% of the outstanding
       shares of Class B Common Stock at December 23, 1988), of
       Consolidated, representing in the aggregate approximately
       22.57% of the total voting power of all outstanding

                                   - 5 -



       capital stock of Consolidated.  As previously disclosed, The
       Coca-Cola Company has granted an irrevocable proxy to J. Frank
       Harrison and/or J. Frank Harrison, III with respect to its shares
       of Class B Common Stock and on December 17, 1988 entered into a
       Shareholder's Agreement with the Harrisons and certain other
       shareholders of Consolidated which provided that The Coca-Cola
       Company would have rights of first refusal and purchase obligations
       in certain circumstances with respect to the shares of Common Stock
       and Class B Common Stock owned by the other parties to the
       Shareholder's Agreement.
       
       Pursuant to the Letter, The Coca-Cola Company would transfer to
       Consolidated all outstanding shares of capital stock of The
       Coca-Cola Bottling Company of West Virginia, Inc., a Delaware
       corporation (the "Bottler"), in exchange for the Purchased Shares
       and the cash payment by Consolidated to The Coca-Cola Company of
       $2,000,000.  In addition, the acquisition of the Purchased Shares
       is conditioned upon the execution by Consolidated and its
       subsidiaries of The Coca-Cola Company's 1987 Bottle Contract.  The
       1987 Bottle Contract would provide that Consolidated and its
       subsidiaries purchase their entire requirements of concentrates and
       syrups for Coca-Cola trademark beverages from The Coca-Cola Company
       at prices and with terms of payment and other terms and conditions
       of supply as determined from time to time by The Coca-Cola Company.
       The 1987 Bottle Contract would be perpetual, subject to termination
       by The Coca-Cola Company in the event of a default, and would not
       be assignable.  Events of default would include (i) the bottler's
       insolvency, dissolution, receivership or the like; (ii) any
       disposition by the bottler or any of its bottler subsidiaries of
       any voting securities of any bottler subsidiary without the consent
       of The Coca-Cola Company; and (iii) any material breach of any
       obligation under the 1987 Bottle Contract.  If the 1987 Bottle
       Contract is terminated, then The Coca-Cola Company would also have
       the right to terminate the bottle contracts of all other bottlers
       controlled by the terminated bottler.
       
       In addition, the Letter provides that in the event that the Adjusted
       Working Capital (as defined in the Letter) of the Bottler as of the
       closing date of the transactions contemplated by the Letter is less
       than $5,850,000, then The Coca-Cola Company will pay to the Bottler
       an amount in cash equal to the amount of the deficiency, and if the
       Adjusted Working Capital as of such date exceeds $5,850,000, then
       Consolidated will pay to The Coca-Cola Company an amount in cash
       equal to such excess.  Consolidated shall also pay to The Coca-Cola
       Company the amount of any intercompany balances due from the
       Bottler to The Coca-Cola Company in cash at closing.  The funds
       required for the transactions contemplated by the Letter will be
       obtained from the working capital of The Coca-Cola Company.
       
       The closing of the transactions contemplated by the Letter is
       subject to negotiation of a definitive acquisition agreement;
       completion of a satisfactory due diligence review of the Bottler by
       Consolidated; the prior satisfaction of certain specified conditions,
       including the expiration of the waiting period under the Hart-Scott-
       Rodino Antitrust Improvements Act of 1976 (with respect both to the

                                   - 6 -



       acquisition by The Coca-Cola Company of the Purchased Shares and
       the acquisition by Consolidated of the Bottler); the execution by
       Consolidated and its subsidiaries of The Coca-Cola Company's 1987
       Bottle Contract and related agreements; and other customary
       conditions.  The definitive acquisition agreement will provide for
       the termination thereof if the closing of the transactions
       contemplated thereby does not occur by January 30, 1989.
       
       It is anticipated that the definitive acquisition agreement will
       provide (i) for certain indemnification of Consolidated by The
       Coca-Cola Company for breaches of The Coca-Cola Company's
       representations and warranties in the definitive acquisition
       agreement, to the extent (except for those matters described in
       (ii) and (iii) below) that the aggregate amount of resulting losses
       exceeds $100,000 on an after tax basis, up to the aggregate amount
       of $600,000 on an after tax basis; (ii) for losses or expenses
       arising out of or relating to certain violations, if any, of
       antitrust laws by the Bottler or the Bottler's underground storage
       tanks; and (iii) for certain tax liabilities of the Bottler.  The
       Coca-Cola Company shall have the option to elect to satisfy any
       claims for indemnification by Consolidated by returning shares of
       Common Stock to Consolidated, valued at 110% of the $38.50 price
       per share paid by The Coca-Cola Company for such shares pursuant to
       the Stock Purchase Agreement dated as of May 7, 1987 between The
       Coca-Cola Company and Consolidated (the "Stock Purchase
       Agreement").
       
       It is also anticipated that the definitive acquisition agreement
       will provide for certain indemnification of The Coca-Cola Company
       by Consolidated for certain losses or expenses arising out of or
       relating to certain violations, if any, of antitrust laws by
       Consolidated or Consolidated's underground storage tanks.
       Consolidated shall have the option at its election to satisfy any
       claims for indemnification by issuing additional shares of
       Consolidated capital stock to The Coca-Cola Company, valued for
       that purpose at 110% of the $38.50 price per share paid by The
       Coca-Cola Company pursuant to the Stock Purchase Agreement.
       
       The Letter provides that the Stock Purchase Agreement would be
       amended to provide that (i) the Purchased Shares would be entitled
       to the same registration rights applicable to shares currently held
       by The Coca-Cola Company; (ii) The Coca-Cola Company would have a
       preemptive right to maintain an equity interest of 29.54% in
       Consolidated's capital stock (provided that, in the event that
       Consolidated exercises its call option described below, such
       percentage will be adjusted to reflect The Coca-Cola Company's new
       ownership level following the exercise of such option); and (iii)
       the rights of Consolidated to limit the ownership interests of The
       Coca-Cola Company in the equity and voting power of Consolidated
       shall apply only to the extent that The Coca-Cola Company's equity
       interest exceeds 30.54% or its voting interest exceeds 23.53%
       (provided that, in the event that Consolidated exercises its call
       option described below, such percentages will be adjusted to
       reflect The Coca-Cola Company's new ownership level following the
       exercise of such option).

                                   - 7 -



       The Letter further provides that the definitive acquisition
       agreement will include a provision granting to Consolidated a call
       option with respect to that number of shares of Common Stock equal
       to the number of shares which, if purchased from The Coca-Cola
       Company, would reduce The Coca-Cola Company's ownership of the
       equity of Consolidated to 20% (such shares being referred to
       hereinafter as the "Option Shares").  Such call option would be
       exercisable by Consolidated from the sixth anniversary of the
       closing of the transactions provided for under the Letter through
       the thirtieth anniversary, by delivery of written notice of
       exercise (an "Option Notice").  Consolidated may exercise its
       option with respect to all or part of the Option Shares, but it may
       not deliver an Option Notice with respect to less than 25% of the
       Option Shares.  Consolidated shall not be permitted to deliver more
       than one Option Notice in any 12-month period or more than a total
       of 12 Option Notices during the term of the call option.
       
       The purchase price payable for shares purchased pursuant to such
       call option would be established as follows: If Consolidated and
       The Coca-Cola Company have not established a mutually agreeable
       price for the shares within 30 days of the receipt by The Coca-Cola
       Company of an Option Notice, then Consolidated would propose a
       nationally recognized investment banking firm to appraise the
       Option Shares.  If The Coca-Cola Company accepts the proposed
       investment banker, then that investment banker would appraise the
       Option Shares.  Upon receipt of the appraisal, the Consolidated
       Board of Directors would review the appraisal and determine whether
       Consolidated elects to purchase at the appraised price.  If
       Consolidated determined to proceed with the purchase, then it would
       so notify The Coca-Cola Company and the purchase price would be the
       appraised price.  If The Coca-Cola Company disapproved the
       investment banker proposed by Consolidated, then The Coca-Cola
       Company would select a nationally recognized investment banking
       firm to provide a second appraisal, and the two investment banking
       firms would simultaneously appraise the Option Shares.  The
       purchase price, determined on a per share basis, would be equal to
       the average of the two investment banking firms' appraisals.  Upon
       receipt of the two appraisals, the Board of Directors of
       Consolidated would determine whether or not it elects to proceed
       with the purchase at the established price.  Any appraisal done by
       an investment banking firm would be based upon a valuation method
       generally accepted in the bottling industry, including the
       discounted free cash flow method of valuation taking into account
       historical financial information and expected future growth trends,
       but such appraisal would in no event take into account the trading
       price of Consolidated shares on NASDAQ or on any securities
       exchange.  Notwithstanding the foregoing, the price per share paid
       by Consolidated for shares acquired pursuant to its call option
       shall in no event be less than $42.50 per share (subject to
       appropriate adjustment to reflect changes in Consolidated's capital
       structure); provided that such minimum price shall not apply to
       shares purchased by Consolidated in excess of the 1,100,000 shares
       to be acquired by The Coca-Cola Company in the proposed
       transaction.
       

                                   - 8 -



       In the event that Consolidated exercises its call option described
       above and, within one year after the exercise of such option, all
       of the issued and outstanding capital stock of Consolidated is
       acquired in a transaction in which the consideration per share of
       Common Stock to be received by shareholders of Consolidated exceeds
       the purchase price per share paid by Consolidated to The Coca-Cola
       Company pursuant to the exercise of such call option, then The
       Coca-Cola Company would be entitled to receive an additional amount
       for the shares purchased by Consolidated equal to the difference
       between the price actually paid by Consolidated for such shares and
       the price that The Coca-Cola Company would have received had such
       shares not been purchased by Consolidated.
       
       The call option shall automatically expire prior to the end of its
       stated term at such time as the Harrisons no longer exercise voting
       control over Consolidated.
       
       The Letter states that, consistent with the terms of the Stock
       Purchase Agreement, the definitive acquisition agreement will
       provide that (i) The Coca-Cola Company will not transfer its shares
       of Common Stock acquired in the proposed transaction during the
       five year period following the closing of the proposed transaction;
       (ii) the shares acquired by The Coca-Cola Company will be subject
       to the right of first refusal of Consolidated provided for in
       Section 7.1 of the Stock Purchase Agreement; and (iii) during the
       five-year period following the closing of the proposed transaction,
       Consolidated may elect to accrue rather than pay dividends declared
       on the shares of Common Stock acquired in the proposed transaction;
       provided, however, that all such accrued dividends will be paid not
       later than the fifth anniversary of the closing of the proposed
       transaction, together with accrued interest thereon calculated at
       prime (except that no interest shall be payable with respect to
       accrued dividend balances for the two-year period following the
       closing of the proposed transaction).  The existing rights of The
       Coca-Cola Company and Consolidated under the Stock Purchase
       Agreement have previously been described in this Schedule 13D.
       
       The Letter provides that prior to the consummation of the
       transactions contemplated by the Letter, each of The Coca-Cola
       Company and Consolidated will cause the respective businesses of
       Bottler and Consolidated to be operated in the normal course and
       Consolidated will not, and The Coca-Cola Company will not permit
       the Bottler to, (i) sell, transfer or otherwise dispose of, or
       enter into any agreement to sell, transfer or otherwise dispose of,
       any of the respective assets of Bottler or Consolidated other than
       sales and dispositions in the ordinary course of business;
       (ii) incur, create, or become obligated with respect to any
       liabilities or obligations outside the ordinary course of business;
       (iii) incur any indebtedness for borrowed money (provided that
       Consolidated shall be permitted to incur indebtedness for borrowed
       money in the ordinary course of its business in an aggregate
       amount not to exceed $220,000,000, plus the amount of any
       indebtedness incurred by Consolidated to finance bottler
       acquisitions after the date of the Letter and prior to closing
       with the consent of The Coca-Cola Company (which consent will

                                   - 9 -



       not be unreasonably withheld)); (iv) issue any shares of capital
       stock (except as contemplated herein); or (v) enter into any
       agreement to purchase or supply goods or services other than
       agreements entered into in the ordinary course of business.
       
       The Voting Agreement dated May 7, 1987 among J. Frank Harrison, Jr.,
       J. Frank Harrison, III and The Coca-Cola Company, and the related
       irrevocable proxy granted by The Coca-Cola Company with respect to
       its shares of Class B Common Stock to J. Frank Harrison, Jr. and
       J. Frank Harrison, III, or either of them, are proposed to be
       amended in connection with the execution of the definitive
       acquisition agreement to provide that the irrevocable proxy would
       include to shares of Common Stock held by The Coca-Cola Company, as
       well as to shares of Class B Common Stock, and that the proxy would
       be granted to J. Frank Harrison, III during his lifetime, and
       thereafter to J. Frank Harrison, Jr.
       
       No assurance can be given that the proposed transaction provided for
       in the Letter will be consummated in whole or in part, or that if
       consummated it will be undertaken on the terms set forth above.
       

AMENDMENT NO. 4 TO SCHEDULE 13D DATED JANUARY 27, 1989, FILED WITH THE
COMMISSION ON JANUARY 31, 1989

        Item 3 is hereby amended by adding the following:

        On January 27, 1989, The Coca-Cola Company and Coca-Cola Bottling
        Co. Consolidated ("Consolidated") executed and delivered an
        Acquisition Agreement (the "Acquisition Agreement") providing for
        the acquisition by The Coca-Cola Company of an additional
        1,100,000 shares of Common Stock, par value $1.00 per share (the
        "Common Stock"), of Consolidated and simultaneously consummated
        the transactions provided for thereunder.  As a result of the
        acquisition of the 1,100,000 shares of Common Stock (the
        "Purchased Shares"), The Coca-Cola Company now beneficially owns
        2,455,033 shares of Common Stock (or approximately 31.32% of the
        outstanding shares of Common Stock at January 27, 1989) and
        269,158 shares of Class B Common Stock, par value $1.00 per share
        ("Class B Common Stock") (or approximately 20% of the outstanding
        shares of Class B Common Stock at January 27, 1989), of
        Consolidated, representing in the aggregate approximately 22.59%
        of the total voting power of all outstanding capital stock of
        Consolidated.
     
        As previously disclosed, on May 27, 1987 The Coca-Cola Company
        granted an irrevocable proxy to J. Frank Harrison and/or J. Frank
        Harrison, III with respect to its shares of Class B Common Stock.
        Concurrently with the execution and delivery of the Acquisition
        Agreement, such proxy was canceled, and The Coca-Cola Company
        granted an irrevocable proxy to J. Frank Harrison, III, during his
        lifetime, and to J. Frank Harrison thereafter, with respect to all
        shares of Common Stock and Class B Common Stock owned by The
        Coca-Cola Company.
     

                                   - 10 -



        Pursuant to the Acquisition Agreement, The Coca-Cola Company
        transferred to Consolidated all outstanding shares of capital
        stock of The Coca-Cola Bottling Company of West Virginia, Inc., a
        Delaware corporation (the "Bottler"), in exchange for the
        Purchased Shares and the cash payment by Consolidated to The
        Coca-Cola Company of $2,000,000.  In addition, Consolidated and
        each of its wholly-owned subsidiaries executed The Coca-Cola
        Company's 1987 Bottle Contract (the "1987 Bottle Contract").  The
        1987 Bottle Contracts provide that Consolidated and its wholly
        owned subsidiaries purchase their entire requirements of
        concentrates and syrups for Coca-Cola trademark beverages from The
        Coca-Cola Company at prices and with terms of payment and other
        terms and conditions of supply as determined from time to time by
        The Coca-Cola Company.  The 1987 Bottle Contracts are perpetual,
        subject to termination by The Coca-Cola Company in the event of a
        default, and are not assignable.  Events of default include
        (i) the bottler's insolvency, dissolution, receivership or the
        like; (ii) any disposition by the bottler or any of its bottler
        subsidiaries of any voting securities of any bottler subsidiary
        without the consent of The Coca-Cola Company; and (iii) any
        material breach of any obligation under the bottler's 1987 Bottle
        Contract.  If any 1987 Bottle Contract is terminated, then The
        Coca-Cola Company would also have the right to terminate the
        bottle contracts of all other bottlers controlled by the
        terminated bottler.
     
        The Acquisition Agreement provides for certain purchase price
        adjustments following the closing.  First, in the event that the
        Adjusted Working Capital (as defined in the Acquisition Agreement)
        of the Bottler as of the closing date (January 27, 1989) is less
        than $4,850,000, then The Coca-Cola Company will pay to the
        Bottler an amount in cash equal to the amount of the deficiency,
        and if the Adjusted Working Capital as of such date exceeds
        $4,850,000, then Consolidated will pay to The Coca-Cola Company an
        amount in cash equal to such excess.  In addition, the Acquisition
        Agreement provides that, if the Operating Cash Flow of
        Consolidated for 1989 (as defined in the Acquisition Agreement) is
        less than $63,100,000, then Consolidated will pay to The Coca-Cola
        Company $1,000,000 in cash by April 1, 1990.  If, however, the
        Operating Cash Flow of Consolidated for 1989 is equal to or
        greater than $63,100,000, then The Coca-Cola Company will pay to
        Consolidated $1,000,000 in cash by April 1, 1990.
     
        The Acquisition Agreement provides for certain indemnification of
        Consolidated by The Coca-Cola Company for (i) breaches of The
        Coca-Cola Company's representations and warranties in the
        Acquisition Agreement, to the extent (except for those matters
        described in (ii) and (iii) below) that the aggregate amount of
        resulting losses exceeds $100,000 on an after-tax basis, up to the
        aggregate amount of $600,000 on an after-tax basis; (ii) for losses
        or expenses arising out of or relating to (a) certain violations,
        if any, of antitrust laws by the Bottler or (b) the Bottler's
        underground storage tanks; and (iii) for certain tax liabilities of
        the Bottler.  The Coca-Cola Company has the option to elect to
        satisfy any claims for indemnification by Consolidated by returning

                                   - 11 -



        shares of Common Stock to Consolidated, valued at 110% of the
        $38.50 price per share paid by The Coca-Cola Company for such
        shares pursuant to the Stock Purchase Agreement dated as of May 7,
        1987 between The Coca-Cola Company and Consolidated (the "Stock
        Purchase Agreement").

        The Acquisition Agreement also provides for certain indemnification
        of The Coca-Cola Company by Consolidated for certain losses or
        expenses arising out of or relating to (i) certain violations, if
        any, of antitrust laws by Consolidated, (ii) Consolidated's
        underground storage tanks or (iii) breaches of representations and
        warranties of Consolidated in the Acquisition Agreement.
        Consolidated has the option at its election to satisfy any claims
        for indemnification by issuing additional shares of Consolidated
        capital stock to The Coca-Cola Company, valued for that purpose at
        110% of the $38.50 price per share paid by The Coca-Cola Company
        pursuant to the Stock Purchase Agreement.
     
        In connection with the Acquisition Agreement, The Coca-Cola Company
        and Consolidated executed and delivered a Stock Rights and
        Restrictions Agreement, dated January 27, 1989 (the "Stock Rights
        and Restrictions Agreement"), setting forth certain rights and
        restrictions applicable to shares of Consolidated's capital stock
        owned by The Coca-Cola Company.  The provisions of the Stock
        Rights and Restrictions Agreement are applicable to shares
        acquired by The Coca-Cola Company pursuant to the Stock Purchase
        Agreement (the "Initial Shares") and to the Purchased Shares
        acquired pursuant to the Acquisition Agreement.  The provisions of
        the Stock Rights and Restrictions Agreement supersede the
        provisions of the Stock Purchase Agreement relating to the rights
        and restrictions on shares of Consolidated stock held by The
        Coca-Cola Company (which provisions have been described previously
        in this Form 13D).
     
        Under the Stock Rights and Restrictions Agreement, during the
        five-year period beginning on (i) June 26, 1987, in the case of
        the Initial Shares, and (ii) January 27, 1989, in the case of the
        Purchased Shares, Consolidated may elect to accrue rather than pay
        dividends declared on shares held by The Coca-Cola Company;
        provided, however, that all such dividends must be paid not later
        than the last day of the respective five-year period, together
        with accrued interest thereon calculated at the prime rate as
        defined herein (except that no interest is payable with respect to
        accrued dividend balances for the first two years of the
        respective five-year period).
     
        The Stock Rights and Restrictions Agreement grants to Consolidated
        a call option with respect to that number of shares of Common
        Stock equal to the number of shares which, if purchased from The
        Coca-Cola Company, would reduce The Coca-Cola Company's ownership
        of the equity of Consolidated to 20% (such shares being referred
        to hereinafter as the "Option Shares").  Such call option is
        exercisable by Consolidated from the sixth anniversary of the
        closing of the transactions provided for under the Acquisition
        Agreement through the thirtieth anniversary, by delivery of written

                                   - 12 -



        notice of exercise (an "Option Notice").  Consolidated may
        exercise its option with respect to all or part of the Option
        Shares, but it may not deliver an Option Notice with respect to
        less than 25% of the Option Shares.  Consolidated is not permitted
        to deliver more than one Option Notice in any 12-month period or
        more than a total of 12 Option Notices during the term of the call
        option.
     
        The purchase price payable for shares purchased pursuant to such
        call option would be established as follows:  If Consolidated and
        The Coca-Cola Company have not established a mutually agreeable
        price for the shares within 30 days of the receipt by The
        Coca-Cola Company of an Option Notice, then Consolidated would
        propose a nationally recognized investment banking firm to
        appraise the Option Shares.  If The Coca-Cola Company accepts the
        proposed investment banker, then that investment banker would
        appraise the Option Shares.  Upon receipt of the appraisal, the
        Consolidated Board of Directors would review the appraisal and
        determine whether Consolidated elects to purchase at the appraised
        price.  If Consolidated determined to proceed with the purchase,
        then it would so notify The Coca-Cola Company and the purchase
        price would be the appraised price.  If The Coca-Cola Company
        disapproved the investment banker proposed by Consolidated, then
        The Coca-Cola Company would select a nationally recognized
        investment banking firm to provide a second appraisal, and the two
        investment banking firms would simultaneously appraise the Option
        Shares.  The purchase price, determined on a per share basis,
        would be equal to the average of the two investment banking firms'
        appraisals.  Upon receipt of the two appraisals, the Board of
        Directors of Consolidated would determine whether or not it elects
        to proceed with the purchase at the established price.  Any
        appraisal done by an investment banking firm would be based upon a
        valuation method generally accepted in the bottling industry,
        including the discounted free cash flow method of valuation taking
        into account historical financial information and expected future
        growth trends, but such appraisal would in no event take into
        account the trading price of Consolidated shares on NASDAQ or on
        any securities exchange.  Notwithstanding the foregoing, the price
        per share paid by Consolidated for shares acquired pursuant to its
        call option would in no event be less than $42.50 per share
        (subject to appropriate adjustment to reflect changes in
        Consolidated's capital structure); provided that such minimum
        price would not apply to shares purchased by Consolidated that had
        been acquired by The Coca-Cola Company pursuant to the exercise of
        its preemptive rights to maintain its percentage of equity
        ownership of Consolidated.
     
        In the event that Consolidated exercises its call option described
        above and, within one year after the exercise of such option, all
        of the issued and outstanding capital stock of Consolidated is
        acquired in a transaction in which the consideration per share of
        Common Stock to be received by shareholders of Consolidated exceeds
        the purchase price per share paid by Consolidated to The Coca-Cola
        Company pursuant to the exercise of such call option, then The
        Coca-Cola Company would be entitled to receive an additional amount
        for the shares purchased by Consolidated equal to the difference

                                   - 13 -



        between the price actually paid by Consolidated for such shares
        and the price that The Coca-Cola Company would have received had
        such shares not been purchased by Consolidated.
     
        The call option automatically expires prior to the end of its
        stated term at such time as the Harrisons no longer exercise
        voting control over Consolidated.
     
        In the event that, due to conversions of outstanding shares of
        Class B Common Stock into shares of Common Stock or otherwise, The
        Coca-Cola Company at any time owns 30.67% or more of the
        outstanding shares of all classes of common stock or 23.59% or
        more of the total votes of all outstanding shares of all classes
        of Consolidated, then The Coca-Cola Company has agreed to
        negotiate in good faith for the sale of the shares in excess of
        29.67% to Consolidated and will exchange that number of shares of
        Class B Common Stock owned by The Coca-Cola Company for shares of
        Common Stock so that The Coca-Cola Company thereafter will own not
        less than 20% (nor more than 21%) of the outstanding shares of
        Class B Common Stock and hold not less than 22.59% (nor more than
        23.59%) of the total votes of all outstanding shares of all
        classes of Consolidated.
     
        The Stock Rights and Restrictions Agreement also provides that The
        Coca-Cola Company (i) will hold the Initial Shares until at least
        June 26, 1992 and will hold the Purchased Shares until at least
        January 27, 1994, (ii) will not transfer shares of Class B common
        stock without first converting them into shares of common stock,
        and (iii) will not purchase or acquire additional shares of
        Consolidated's stock without the consent of Consolidated or as
        otherwise provided in the Stock Rights and Restrictions Agreement.
        Moreover, Consolidated has a right of first refusal with respect
        to all shares of Consolidated stock held by The Coca-Cola Company
        (except that The Coca-Cola Company is permitted to transfer shares
        to a wholly-owned subsidiary free of such right of first refusal).
     
        The Stock Rights and Restrictions Agreement also provides The
        Coca-Cola Company with the following rights: (i) The Coca-Cola
        Company has certain rights commencing on June 26, 1992, in the
        case of Initial Shares, and January 27, 1994 in the case of the
        Purchased Shares to require registration of such shares under
        applicable securities laws and to include such shares in certain
        registration statements filed by Consolidated; (ii) The Coca-Cola
        Company has a contractual preemptive right to maintain its
        ownership of 29.67% of the outstanding shares of common stock of
        all classes and 22.59% of the total votes of all outstanding
        shares of all classes of Consolidated (provided, that the
        percentages set forth above will be reduced to reflect any shares
        voluntarily disposed of by The Coca-Cola Company or acquired by
        Consolidated pursuant to the exercise of its call option described
        above); (iii) The Coca-Cola Company has the right to convert shares
        of Common Stock into shares of Class B Common Stock in order to
        maintain its ownership of 20% of the outstanding shares of Class B
        Common Stock and 20% of the total votes of all outstanding shares

                                   - 14 -



        of all classes of Consolidated and (iv) The Coca-Cola Company has
        the right to nominate a person to serve as The Coca-Cola Company's
        representative on the Board of Directors of Consolidated as long
        as The Coca-Cola Company owns 15% of the total voting power of all
        classes of Common Stock of Consolidated, and Consolidated will use
        its best efforts to cause such designee to be a member of
        Consolidated's Board of Directors.
     
        The Voting Agreement dated May 7, 1987 among J. Frank Harrison,
        Jr., J. Frank Harrison, III and The Coca-Cola Company, and the
        related irrevocable proxy granted by The Coca-Cola Company with
        respect to its shares of Class B Common Stock to J. Frank
        Harrison, Jr. and J. Frank Harrison, III, or either of them, have
        been terminated pursuant to a Termination Agreement dated
        January 27, 1989.  A new Voting Agreement dated as of January 27,
        1989 (the "Voting Agreement") has been entered into by The
        Coca-Cola Company, J. Frank Harrison, J. Frank Harrison, III and
        Reid M. Henson as Trustee under certain trusts (collectively, the
        "Harrisons").  Pursuant to such Voting Agreement, The Coca-Cola
        Company has granted to J. Frank Harrison, III, during his
        lifetime, and thereafter to J. Frank Harrison, The Coca-Cola
        Company's irrevocable proxy with respect to all of its shares of
        Common Stock and Class B Common Stock.  The irrevocable proxy
        relates not only to voting for the election of directors of
        Consolidated but also to voting on any matter as to which holders
        of Common Stock or Class B Common Stock are entitled to vote;
        provided, however, that the Harrisons will not be entitled to vote
        such shares with respect to any merger, consolidation, sale of
        substantially all of its assets, any other corporate
        reorganization or other similar corporate transaction involving
        Consolidated, as a result of which the Harrisons would not
        exercise voting control as a resulting entity or The Coca-Cola
        Company would not have an equity interest in the resulting entity.
        In addition, as in the prior Voting Agreement, The Coca-Cola
        Company has agreed to support the control of Consolidated by the
        Harrison family and cooperate in good faith with the Harrisons
        with respect thereto.  Under the Voting Agreement, the Harrisons
        have agreed to vote all of their stock in order to nominate and
        elect as a director of Consolidated one person designated by The
        Coca-Cola Company.  The Coca-Cola Company has agreed to give good
        faith consideration to any proposal by the Harrisons to purchase
        the shares of Consolidated stock held by The Coca-Cola Company,
        but the Voting Agreement expressly states that the obligation to
        give good faith consideration to such proposal does not create any
        legally binding option or right to purchase shares held by The
        Coca-Cola Company.  The Coca-Cola Company has further agreed that,
        in the event that the Harrisons are unable to vote their shares of
        Class B Common Stock, J. Frank Harrison, III and in the event of
        his death, J. Frank Harrison, have the option to purchase shares
        of Class B Common Stock held by The Coca-Cola Company for $38.50
        per share plus an amount sufficient to give The Coca-Cola Company
        a 25% compounded annual rate of return from May 7, 1987 (after
        taking into account dividends and other distributions previously
        received thereon).


                                   - 15 -



AMENDMENT NO. 5 TO SCHEDULE 13D DATED APRIL 18, 1991, FILED WITH THE
COMMISSION ON APRIL 19, 1991

     Item 3 is hereby amended, and is hereby further amended and restated
     by this Amendment No. 15, as follows:

     Pursuant to the Stock Purchase Agreement, dated May 7, 1987, between
     The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated
     ("Consolidated"), the current designated representative of The
     Coca-Cola Company to the Consolidated Board of Directors is David L.
     Kennedy, Senior Vice President of the Coca-Cola USA Division of The
     Coca-Cola Company.


AMENDMENT NO. 6 TO SCHEDULE 13D DATED DECEMBER 16, 1991, FILED WITH THE
COMMISSION ON DECEMBER 18, 1991

     Item 3 is amended and supplemented by adding to the information
     previously filed under this item the following:

     The Coca-Cola Company and Coca-Cola Financial Corporation, a
     Delaware corporation and a wholly-owned subsidiary of The Coca-Cola
     Company ("CCFC"), presently intend that if the proposed acquisition by
     CCFC of shares of preferred stock of Consolidated and the proposed
     bridge loan and letter of credit facility to be provided to
     Consolidated by CCFC, which are described in Item 4 of this
     Schedule 13D, are consummated, the funds required for such acquisition
     and such loan would be obtained through the issuance by CCFC of short-
     term commercial paper obligations or medium term notes to various
     financial institutions and other qualified investors.


AMENDMENT NO. 7 TO SCHEDULE 13D DATED DECEMBER 20, 1991, FILED WITH THE
COMMISSION ON DECEMBER 23, 1991

     Item 3 is amended and supplemented by adding to the information
     previously filed under this item the following:
     
     The funds required for the acquisition by Coca-Cola Financial
     Corporation, a wholly-owned subsidiary of The Coca-Cola Company
     ("CCFC"), of 25,000 newly issued shares of Series B Senior Cumulative
     Non-Convertible Preferred Stock of Consolidated and the $230,000,000
     bridge loan and letter of credit facility made available by CCFC to
     Consolidated, which are described in Item 4 of this Schedule 13D, were
     obtained through the issuance by CCFC of short-term commercial paper
     obligations and medium term notes.


                                   - 16 -




AMENDMENT NO. 12 TO SCHEDULE 13D DATED JUNE 15, 1993, FILED WITH THE
COMMISSION ON JUNE 16, 1993

     Working capital will provide the funds used by The Coca-Cola
     Company for the purchase of shares of common stock of Coca-Cola
     Bottling Co. Consolidated referred to in Item 6.


ITEM 4.   PURPOSE OF TRANSACTION.

The following is a chronological list of responses to Item 4 from the
original Schedule 13D filing through all amendments, including Amendment
No. 15 first filed today.

SCHEDULE 13D DATED MAY 7, 1987, FILED WITH THE COMMISSION ON MAY 18, 1987

     The purpose of the acquisition of the Purchased Shares is to enable
     The Coca-Cola Company to make an equity investment in Consolidated.
     The Coca-Cola Company believes that the acquisition of the Purchased
     Shares is an advantageous investment for The Coca-Cola Company and is
     also beneficial to Consolidated, which will apply the purchase price
     for the Purchased Shares to reduce its outstanding indebtedness.
     Except for the acquisition of the Purchased Shares, and the other
     actions contemplated by the Stock Purchase Agreement (including the
     right of The Coca-Cola Company to nominate one member of the Board of
     Directors of Consolidated and to maintain its 20% equity and voting
     interest), the actions contemplated by the Voting Agreement and as set
     forth below, The Coca-Cola Company has no plans or proposals which
     relate to or would result in:

     i)    The acquisition 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 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 of Directors;

     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)  Any change in Consolidated's charter, bylaws or instruments
           corresponding thereto or other actions which may impede the
           acquisition of control of Consolidated by any person;


                                   - 17 -



     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 quotations 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 Securities Exchange Act of 1934 (the "Exchange Act"); or

     x)    Any action similar to any of those enumerated above.

     The Coca-Cola Company has made a proposal and is engaged in
     negotiations with Consolidated regarding the acquisition (through its
     Canadian subsidiary, Coca-Cola Ltd.) from Consolidated of all of the
     outstanding stock of C.C. Bottling Co. Consolidated Ltd., the
     Coca-Cola bottler for the Vancouver, British Columbia territory.  Such
     negotiations are not conditioned on or related to the acquisition of
     the Purchased Shares by The Coca-Cola Company.


AMENDMENT NO. 2 TO SCHEDULE 13D DATED DECEMBER 17, 1988, FILED WITH THE
COMMISSION ON DECEMBER 22, 1988

     Item 4 is hereby amended by adding the following:

     On December 17, 1988, The Coca-Cola Company, J. Frank Harrison,
     J. Frank Harrison, III, and four Harrison family-related trusts listed
     on Attachment A hereto (collectively, the "Harrisons") entered into a
     Shareholder's Agreement dated December 17, 1988 (the "Agreement").
     The Agreement, which terminates on December 16, 1998, provides that
     none of the Harrisons shall transfer any shares of Common Stock, par
     value $1.00 per share (the "Common Stock"), or Class B Common Stock,
     par value $1.00 per share (the "Class B Common Stock"), of
     Consolidated owned by them (other than transfers to certain family
     members, trusts, similar transferees and permitted pledgees) without
     first offering such shares to The Coca-Cola Company for purchase on
     the same terms and conditions as contemplated in the proposed third
     party sale, and The Coca-Cola Company shall have 30 days from the date
     notice of the proposed sale is given to exercise its right of first
     refusal.  In the event a proposed sale is not consummated within
     30 days after the expiration of the 30-day period in which The
     Coca-Cola Company had the option to exercise its right of first
     refusal (or, if longer, within ten days after receipt of any required
     regulatory approvals), the shares shall then again be subject to The
     Coca-Cola Company's right of first refusal under the Agreement.  The
     Agreement provides that in the event any offer is made which, if
     consummated, would result in a change in control of Consolidated, or
     the sale of all or substantially all of the assets of Consolidated,
     and the Harrisons or their permitted transferees under the Agreement
     intend to vote, as shareholders, in favor of such transaction, then
     the Company will be entitled to exercise the foregoing right of first
     refusal with respect to such proposed transaction.


                                   - 18 -



     In the event the Harrisons effect a transfer of shares of Common Stock
     or Class B Common Stock other than in accordance with the terms of The
     Coca-Cola Company's right of first refusal, then, in addition to any
     other remedies it may have, The Coca-Cola Company shall have the
     option to purchase such shares from the transferees to whom the shares
     have been sold (or any subsequent holder) for an amount in cash equal
     to 85% of the fair market value of the consideration paid by the
     transferee for the shares.

     The Agreement states that the Harrisons collectively own an aggregate
     of 712,796 shares of Common Stock (10.52% of the outstanding Common
     Stock) and 1,048,524 shares of Class B Common Stock (78.09% of the
     outstanding Class B Common Stock).  The Coca-Cola Company has been
     advised by the Harrisons that, at December 16, 1988, J. Frank Harrison
     is the owner of 712,796 shares of Common Stock (10.5% of the
     outstanding Common Stock) and 712,796 shares of Class B Common Stock
     (53.08% of the outstanding Class B Common Stock) (in addition,
     Mr. Harrison has the right to vote an aggregate of 530,519 shares of
     Common Stock held by certain trusts and individuals, 235,186 shares of
     Class B Common Stock held by a trust and, pursuant to an irrevocable
     proxy granted by The Coca-Cola Company, 269,158 shares of Class B
     Common Stock); J. Frank Harrison, III is the owner (as custodian of
     his minor children) of 403 shares of Common Stock (less than 1% of the
     outstanding Common Stock) and (as custodian) 260 shares of Class B
     Common Stock (less than 1% of the outstanding Class B Common Stock)
     (in addition, Mr. Harrison has the right, pursuant to an irrevocable
     proxy granted by The Coca-Cola Company, to vote 269,158 shares of
     Class B Common Stock); and the four trusts that are parties to the
     Agreement own an aggregate of 335,728 shares of Class B Common Stock
     (25% of the outstanding Class B Common Stock).

     At any time after December 17, 1993 and prior to December 16, 1998,
     the Harrisons have the right under the Agreement to cause The
     Coca-Cola Company from time to time to purchase all or part (but not
     less than 100,000 shares) of the shares of Common Stock and Class B
     Common Stock then owned by them (as well as shares held by certain
     family members, trusts, similar transferees and permitted pledgees)
     for an aggregate purchase price of $75 million (for the 712,796 shares
     of Common Stock and 1,048,524 shares of Class B Common Stock owned by
     the Harrisons at the date of the Agreement), or a per share purchase
     price of $42.5817, which purchase price shall be subject to
     (i) reduction to reflect extraordinary cash or property distributions
     (other than normal quarterly dividends in light of Consolidated's
     results of operations) on the shares to be purchased, and to reflect
     the number of shares which are not to be purchased by The Coca-Cola
     Company, and (ii) increase to reflect any additional shares owned by
     the Harrisons (as well as certain family members, trusts, similar
     transferees and permitted pledgees) above those held at the date of
     the Agreement (as such original number of shares may be incremented,
     adjusted or converted pursuant to any stock split, stock dividend,
     recapitalization, reorganization or the like) which are to be
     purchased by The Coca-Cola Company at the same per share price as
     the shares held at the date of the Agreement, provided that the
     additional shares (exclusive of shares issued pursuant to a stock
     split, stock dividend, recapitalization, reorganization or the

                                   - 19 -



     like) shall not be in excess of 10% of the original number of shares
     held at the date of the Agreement.

     In addition, pursuant to the Agreement, the Voting Agreement dated
     May 7, 1987 (the Voting Agreement") among The Coca-Cola Company and
     the Harrisons was amended to provide that the irrevocable proxy
     granted to the Harrisons by The Coca-Cola Company in connection with
     the Voting Agreement would terminate at such time as (i) J. Frank
     Harrison (or any executor or trustee under his will) and/or J. Frank
     Harrison, III do not collectively own all of the 712,796 shares of
     Class B Common Stock owned by J. Frank Harrison at the date of the
     Agreement or (ii) the trusts which are parties to the Agreement
     collectively hold less than 50% of the shares of Class B Common Stock
     held by them, in the aggregate, at the date of the Agreement.  The
     Voting Agreement had originally provided for termination of the proxy
     at such time as J. Frank Harrison and/or J. Frank Harrison, III do not
     collectively vote shares of Common Stock or Class B Common Stock
     representing in the aggregate at least 15% of the total voting power
     of all classes of the capital stock of Consolidated.

     In the Agreement, the Harrisons expressed their commitment to remain
     actively involved and interested in the management and operations of
     Consolidated during the term of the Agreement, subject to the rights
     and obligations of Consolidated's Board of Directors and to the
     maintenance of satisfactory employment and other contractual
     arrangements.

     The Agreement was entered into by The Coca-Cola Company to encourage
     the Harrisons to continue their ownership of the Common Stock and
     Class B Common Stock and to continue to provide management to
     Consolidated.  Except as set forth above in this Item 4, as set forth
     below in Item 5, or as previously disclosed in this Schedule 13D, The
     Coca-Cola Company has no plans or proposals which relate to or would
     result in:

     (i)    The acquisition 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 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 of Directors;

     (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;


                                   - 20 -



     (vii)  Any change 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 quotations 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.
                                     
                               ATTACHMENT A

                                               SECURITY OWNERSHIP*
    TITLE OF TRUST                                          CLASS B
  (NAMES OF TRUSTEES)                      COMMON STOCK   COMMON STOCK

1.  Trust under Agreement of Anne L.
    Carter dated 12/19/66 for
    benefit of J. Frank Harrison,              None          33,314
    III (J. Frank Harrison, III,
    Reid M. Henson)                                          (2.48%)

2.  Trust under Agreement of Anne L.
    Carter dated 12/19/66 for benefit          None          33,314
    of Deborah Harrison (J. Frank
    Harrison, III, Reid M. Henson)                           (2.48%)

3.  Trust under Agreement of Anne L.
    Carter dated 2/2/67 for benefit of         None         235,786
    J. Frank Harrison, III (J. Frank
    Harrison, III, Reid M. Henson)                          (17.56%)

4.  Trust under Agreement of J. Frank
    Harrison, III for benefit of
    Harrison Family dated 10/13/88             None          33,314
    (J. Frank Harrison, III,
    Reid M. Henson)                                          (2.48%)

* Amount in parentheses reflects percentage of outstanding shares of such
  class represented by such shares.


AMENDMENT NO. 3 TO SCHEDULE 13D DATED DECEMBER 23, 1988, FILED WITH THE
COMMISSION ON DECEMBER 27, 1988

       Item 4 is hereby amended by adding the following:

       The purpose of the acquisition of the Purchased Shares is to enable
       The Coca-Cola Company to increase its equity investment in

                                   - 21 -



       Consolidated in exchange for the transfer by The Coca-Cola Company
       to Consolidated of all outstanding shares of capital stock of the
       Bottler, and the cash payment by Consolidated to The Coca-Cola
       Company of $2,000,000.  The Coca-Cola Company believes that the
       acquisition of the Purchased Shares is an advantageous investment
       for The Coca-Cola Company.  Except for the acquisitions by
       Consolidated of the Bottler, and by The Coca-Cola Company of the
       Purchased Shares, and the other actions contemplated by the Letter
       (including the right of The Coca-Cola Company to maintain its
       equity and voting interests in Consolidated), or as previously
       disclosed in this Schedule 13D, The Coca-Cola Company has no plans
       or proposals which relate to or would result in:
       
       (i)    The acquisition 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 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 of Directors;
       
       (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)  Any change 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 quotations 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.
       

AMENDMENT NO. 4 TO SCHEDULE 13D DATED JANUARY 27, 1989, FILED WITH THE
COMMISSION ON JANUARY 31, 1989
     
     Item 4 is hereby amended by adding the following:
     

                                   - 22 -



        The purpose of the acquisition of the Purchased Shares was to
        enable The Coca-Cola Company to increase its equity investment in
        Consolidated on the basis provided in the Acquisition Agreement.
        Except for the actions contemplated by the Stock Rights and
        Restrictions Agreement (including the right of The Coca-Cola
        Company to maintain its equity and voting interests in
        Consolidated) and the Voting Agreement, or as previously disclosed
        in this Schedule 13D, The Coca-Cola Company has no plans or
        proposals which relate to or would result in:
     
        (i)    The acquisition 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 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 of Directors;
     
        (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)  Any change 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 quotations
               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.
     
     
AMENDMENT NO. 5 TO SCHEDULE 13D DATED APRIL 18, 1991, FILED WITH THE
COMMISSION ON APRIL 19, 1991


                                   - 23 -



     Item 4 is hereby amended, and is hereby further amended and restated
     by this Amendment No. 15, as follows:

     Pursuant to the Stock Purchase Agreement, dated May 7, 1987, between
     The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated
     ("Consolidated"), the current designated representative of The
     Coca-Cola Company to the Consolidated Board of Directors is David L.
     Kennedy, Senior Vice President of the Coca-Cola USA Division of The
     Coca-Cola Company.


AMENDMENT NO. 6 TO SCHEDULE 13D DATED DECEMBER 16, 1991, FILED WITH THE
COMMISSION ON DECEMBER 18, 1991

     Item 4 is amended and supplemented by adding to the information
     previously filed under this item the following:

     CCFC has delivered a term sheet to Consolidated (the "Preferred
     Stock Term Sheet") in connection with a possible acquisition by CCFC
     of up to $50,000,000 of senior cumulative preferred stock of
     Consolidated, only in the event that Consolidated consummates a
     proposed transaction (the "Proposed Transaction") in which
     Consolidated would acquire all of the outstanding shares of common
     stock of Sunbelt Coca-Cola Bottling Company, Inc. ("Sunbelt") in
     exchange for cash and debentures of Consolidated.  In addition, CCFC
     has delivered to Consolidated a term sheet (the "Loan Term Sheet")
     concerning a possible bridge loan and letter of credit facility in the
     principal amount of up to $230,000,000 to be provided by CCFC to
     Consolidated only in the event of the consummation of the Proposed
     Transaction.

     Under the Preferred Stock Term Sheet, if the Proposed Transaction
     is consummated on terms reasonably satisfactory to CCFC, Consolidated
     would issue to CCFC up to $50,000,000 of senior cumulative preferred
     stock (the "Preferred Stock").  The Preferred Stock would rank
     pari passu with all other classes of preferred stock issued by
     Consolidated.  For the period from the issuance of the Preferred Stock
     through June 30, 1993, dividends on the Preferred Stock would be
     payable quarterly in cash at a rate of eight percent per annum, and
     after June 30, 1993, the dividend rate would increase to sixteen
     percent per annum.  The Preferred Stock would be nonvoting (except
     with respect to certain extraordinary transactions) unless cumulative
     dividends remained unpaid for six consecutive quarters.  The closing
     of the issuance of the Preferred Stock would be subject to (i) the
     consummation of the Proposed Transaction on terms reasonably
     satisfactory to CCFC; (ii) the obtaining by Consolidated of financing
     acceptable to CCFC for the refinancing of Sunbelt's existing
     indebtedness; (iii) the review and approval by CCFC of definitive
     agreements; (iv) the approval of the Board of Directors of CCFC; and
     (v) the satisfaction of other customary conditions.  As the sole
     shareholder of CCFC, The Coca-Cola Company would be deemed to be a
     beneficial owner of the Preferred Stock upon the acquisition of the
     Preferred Stock by CCFC.  Consolidated has indicated to CCFC that it
     is in general agreement with the terms set forth in the Preferred
     Stock Term Sheet.  A copy of the Preferred Stock Term Sheet is
     attached hereto as Exhibit I and is incorporated herein by reference.


                                   - 24 -



     CCFC also has delivered the Loan Term Sheet in connection with a
     possible bridge loan and letter of credit facility to be provided by
     CCFC in the event of the consummation of the Proposed Transaction on
     terms reasonably satisfactory to CCFC.  Under the Loan Term Sheet,
     CCFC would provide a bridge loan to Consolidated to refinance the
     existing indebtedness of Sunbelt, to support additional Sunbelt
     indebtedness, and to pay transaction, transition and severance costs
     associated with the Proposed Transaction.  Sunbelt currently has
     outstanding approximately $280 million in indebtedness, including $8
     million in indebtedness to CCFC, all of which will be repaid using the
     proceeds of the bridge loan by CCFC and the issuance of the Preferred
     Stock.  During the period from the closing of the loan through
     June 30, 1993, interest on the loan would be payable monthly, in
     arrears at a rate equal to the London Interbank Offered Rate (LIBOR),
     plus 1%.  After June 30, 1993, the amount of the spread above the
     LIBOR rate would increase by 1/4% each succeeding quarter up to a
     maximum of 2% immediately prior to the maturity of the loan on
     June 30, 1994.  Consolidated would have the right to repay the loan in
     whole, or in part in $10,000,000 increments, without penalty or
     premium at the end of each monthly interest period.  In addition,
     Consolidated would have the right to repay the loan during any monthly
     interest period if Consolidated compensated CCFC for the losses,
     damages and expenses of CCFC arising out of such prepayment.  It is
     expected that the definitive loan agreement providing for the loan and
     the letter of credit facility would contain customary representations,
     warranties and covenants, including but not limited to, the
     representations, warranties and covenants contained in Consolidated's
     other senior debt agreements and that it would contain customary
     events of default.  Consolidated would be obligated to pay a letter of
     credit fee in an amount equal to 0.25% of the available credit amount
     per annum, and it would be obligated to pay a facility fee on
     March 31, 1992 equal to 0.5% of the committed amount and a facility
     fee on July 1, 1993 equal to 1.0% of the committed amount.  The
     closing of the bridge loan and the letter of credit facility would be
     subject to (i) the consummation of the Proposed Transaction on terms
     reasonably satisfactory to CCFC; (ii) receipt of all required
     governmental, shareholder and third party consents and approvals;
     (iii) the execution of a definitive loan agreement in form and
     substance satisfactory to CCFC; (iv) the approval of the Board of
     Directors of CCFC; and (v) the satisfaction of other customary
     conditions.  Consolidated has indicated to CCFC that it is in general
     agreement with the terms set forth in the Loan Term Sheet.  A copy of
     the Loan Term Sheet is attached hereto as Exhibit J and is
     incorporated herein by reference.

     Consolidated and Sunbelt have advised The Coca-Cola Company that
     under the Proposed Transaction Consolidated would purchase all of the
     outstanding shares of Sunbelt and that approximately $280 million of
     existing indebtedness of Sunbelt would be refinanced by Consolidated.
     The Coca-Cola Company and Diverse Products, Ltd. ("Diverse"), an
     Australian corporation owned indirectly by Coca-Cola Amatil Ltd., an
     Australian corporation ("CCA") in which The Coca-Cola Company owns
     approximately 51% of the outstanding voting stock, would receive
     approximately $4,200,000 for the sale of their ownership interest in
     Sunbelt.


                                   - 25 -



     The Coca-Cola Company owns shares representing approximately 31.30%
     of the shares of Common Stock of Consolidated and approximately 20.12%
     of the shares of Class B Common Stock of Consolidated, and The
     Coca-Cola Company and Diverse together own shares representing
     approximately 30% of the total equity and voting power of all
     outstanding capital stock of Sunbelt (with Diverse owning about 27% of
     the total equity and voting power of Sunbelt).  The Coca-Cola Company
     has indicated to Sunbelt and Consolidated its willingness to approve
     the Proposed Transaction under the existing bottle contract between
     The Coca-Cola Company and Sunbelt, subject to review and approval by
     The Coca-Cola Company of definitive agreements.  Although The
     Coca-Cola Company indirectly owns approximately 51% of the outstanding
     voting stock of CCA, a majority of the members of the Board of
     Directors of each of Diverse and CCA are not affiliated with
     The Coca-Cola Company otherwise than through such Board position, and
     it is expected that the Board of Directors of Diverse will make an
     independent determination with respect to whether the sale of its 27%
     interest in Sunbelt for cash is in the best interests of Diverse and
     its shareholders.

     Sunbelt and Consolidated have advised The Coca-Cola Company that
     the closing of the Proposed Transaction would be subject to (i)
     negotiation of a definitive purchase agreement; (ii) completion of a
     satisfactory due diligence review of Sunbelt by Consolidated; and
     (iii) the prior satisfaction of certain specified conditions,
     including the receipt of consents or waivers of Sunbelt's and
     Consolidated's lenders, and the obtaining by Consolidated of such
     financing as it deems necessary in its sole discretion, and other
     customary conditions.  Sunbelt and Consolidated have agreed with each
     other to use their best efforts to close the transaction on
     December 19, 1991.

     There is no assurance that the Proposed Transaction will be
     consummated by Sunbelt and Consolidated, and there is no assurance
     that CCFC and Consolidated will agree upon final terms of, or
     otherwise consummate, the preferred stock investment, the bridge loan
     or the letter of credit facility, or that if consummated any such
     transaction will be undertaken on the terms set forth herein.  CCFC is
     not subject to any binding contractual obligation to make the
     preferred stock investment or provide the bridge loan, and The
     Coca-Cola Company is not subject to any binding contractual obligation
     to approve or support the Proposed Transaction and CCFC and The
     Coca-Cola Company have reserved the right not to pursue the
     transactions at any time.

     The purpose of the proposed acquisition of the Preferred Stock by
     CCFC would be to provide Consolidated with financing in connection
     with the Proposed Transaction.  Except as discussed herein or as
     previously disclosed in this Schedule 13D, The Coca-Cola Company does
     not have any plans or proposals which relate to or would result in:

           (i) The acquisition 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;


                                   - 26 -



           (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 of
     Directors;

           (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) Any change 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, The Coca-Cola Company at any time may propose any of the
     foregoing which it considers desirable.


AMENDMENT NO. 7 TO SCHEDULE 13D DATED DECEMBER 20, 1991, FILED WITH THE
COMMISSION ON DECEMBER 23, 1991

     Item 4 is amended and supplemented by adding to the information
     previously filed under this item the following:
     
     On December 19, 1991, CCFC executed a Preferred Stock Purchase
     Agreement (the "Preferred Stock Purchase Agreement") providing for the
     purchase by CCFC of 25,000 newly issued shares of the Series B Senior
     Cumulative Non-Convertible Preferred Stock, par value $100.00 per
     share, of Consolidated (the "Preferred Stock") for $50,000,000, in
     connection with the consummation by Consolidated of the purchase of
     all of the outstanding shares of common stock of Sunbelt Coca-Cola
     Bottling Company, Inc. ("Sunbelt") pursuant to an Acquisition
     Agreement dated as of December 19, 1991 (the "Acquisition Agreement")
     among Consolidated and the shareholders of Sunbelt.  In addition,
     CCFC executed a Credit Agreement dated as of December 19, 1991 (the
     "Credit Agreement") between CCFC and Consolidated, providing for a
     bridge loan and letter of credit facility in the principal amount
     of up to $230,000,000 to Consolidated in connection with the
     consummation of the Acquisition Agreement.  The closing of
     the transactions contemplated by the Preferred Stock Purchase
     
                                   - 27 -



     Agreement, the Credit Agreement and the Acquisition Agreement
     occurred on December 20, 1991.
     
     Upon the consummation of the Preferred Stock Purchase Agreement,
     Consolidated issued to CCFC 25,000 newly issued shares of the
     Preferred Stock for a purchase price of $50,000,000.  The Preferred
     Stock ranks pari passu with all other classes of preferred stock
     issued by Consolidated.  For the period from the issuance of the
     Preferred Stock through June 30, 1993, dividends on the Preferred
     Stock are payable quarterly in cash at a rate of eight percent per
     annum, and after June 30, 1993, the dividend rate increases to sixteen
     percent per annum.  The Preferred Stock has a stated value of $2,000
     per share.  The Preferred Stock is nonvoting (except with respect to
     certain extraordinary transactions) unless cumulative dividends remain
     unpaid for six consecutive quarters, and it may be redeemed on any
     dividend payment date on or before June 30, 1993 at the option of
     Consolidated upon payment of the stated value, plus any accrued
     dividends.  The Preferred Stock Purchase Agreement contains customary
     representations, warranties and covenants.  As the sole shareholder of
     CCFC, The Coca-Cola Company is deemed to be a beneficial owner of the
     Preferred Stock held by CCFC.  Thus, as a result of the acquisition of
     25,000 newly issued shares of the Preferred Stock by CCFC, The
     Coca-Cola Company now beneficially owns 2,455,033 shares of Common
     Stock (or approximately 31.3% of the outstanding shares of Common
     Stock at November 1, 1991), 269,158 shares of Class B Common Stock (or
     approximately 20% of the outstanding shares of Class B Common Stock at
     November 1, 1991), and 25,000 shares of the Series B Senior Cumulative
     Non-Convertible Preferred Stock (representing 100% of the outstanding
     shares of such series).  The Coca-Cola Company beneficially owns
     shares of Consolidated representing in the aggregate approximately
     22.59% of the total voting power of all outstanding capital stock of
     Consolidated.  A copy of the Preferred Stock Purchase Agreement is
     attached hereto as Exhibit K and is incorporated herein by reference.
     
     On December l9, 1991, CCFC also executed the Credit Agreement
     providing for a bridge loan and letter of credit facility made
     available by CCFC in connection with the acquisition by Consolidated
     of all of the outstanding shares of common stock of Sunbelt.  Under
     the Credit Agreement, CCFC provided a bridge loan to Consolidated to
     refinance the existing indebtedness of Sunbelt, to support additional
     Sunbelt indebtedness, and to pay transaction, transition and severance
     costs associated with the acquisition of Sunbelt by Consolidated.
     Prior to the acquisition of all of its common stock by Consolidated,
     Sunbelt had outstanding approximately $280 million in indebtedness,
     including approximately $8 million in indebtedness to CCFC, which was
     repaid or supported using the proceeds of the bridge loan by CCFC, the
     letter of credit facility and the issuance of the Preferred Stock.
     During the period from the closing of the loan through June 30, 1993,
     interest on the loan is payable every 30 days in arrears at a rate
     equal to the London Interbank Offered Rate (LIBOR), plus 1%.  After
     June 30, 1993, the amount of the spread above the LIBOR rate increases
     by 1/4% each succeeding quarter up to a maximum of 2% immediately prior
     to the maturity of the loan on June 30, 1994.  Consolidated has the right
     to repay the loan in whole, or in part in $10,000,000 increments, without

                                   - 28 -



     penalty or premium at the end of each thirty-day interest period.  In
     addition, Consolidated has the right to repay the loan during any
     thirty-day interest period if Consolidated compensates CCFC for the
     losses, damages and expenses of CCFC arising out of such prepayment.
     The Credit Agreement contains customary representations, warranties
     and covenants, including but not limited to, the representations,
     warranties and covenants contained in Consolidated's other senior
     debt agreements and it contains customary events of default.  Under
     the Credit Agreement, Consolidated is obligated to pay a letter of
     credit fee in an amount equal to 0.25% of the total amount which may
     be drawn under the letter of credit per annum, and is obligated to
     pay a facility fee on March 3l, 1992 equal to $1,150,000 and a
     facility fee on July 1, 1993 equal to $2,300,000.

     Upon the consummation of the Acquisition Agreement, Consolidated
     purchased all of the outstanding shares of common stock of Sunbelt,
     and approximately $280 million of existing indebtedness of Sunbelt was
     refinanced or supported by Consolidated.  The Coca-Cola Company and
     CCA Beverages (Adelaide) Ltd. (formerly known as Diverse Products,
     Ltd.) ("Adelaide"), an Australian corporation owned indirectly by
     Coca-Cola Amatil Ltd. ("CCA"), an Australian corporation in which The
     Coca-Cola Company owns approximately 51% of the outstanding voting
     stock, together owned shares representing approximately 30% of the
     total equity and voting power of the capital stock of Sunbelt (with
     Adelaide owning about 27% of the total equity and voting power of
     Sunbelt).  The Coca-Cola Company and Adelaide received an aggregate of
     approximately $4,200,000 for the sale of their ownership interest in
     Sunbelt.  Although the Acquisition Agreement contains customary
     representations and warranties, the representations and warranties by
     The Coca-Cola Company and Adelaide, except under a few limited
     circumstances, did not survive the closing.
     
     The purpose of the acquisition of the Preferred Stock of
     Consolidated by CCFC was to provide Consolidated with financing in
     connection with the purchase by Consolidated of all of the outstanding
     common stock of Sunbelt.  Except as discussed herein or as previously
     disclosed in this Schedule 13D, The Coca-Cola Company does not have
     any plans or proposals which relate to or would result in:
     
        (i) The acquisition 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 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 of Directors;
        

                                   - 29 -



        (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) Any change 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, The Coca-Cola Company at any time may propose any of the
        foregoing which it considers desirable.
        

AMENDMENT NO. 8 TO SCHEDULE 13D DATED OCTOBER 30, 1992, FILED WITH THE
COMMISSION ON NOVEMBER 2, 1992

     Item 4 is hereby amended and supplemented by adding to the information
     previously filed under this Item the following:

     On October 30, 1992, Consolidated redeemed all outstanding shares
     of its Series B Senior Cumulative Non-Convertible Preferred Stock (the
     "Preferred Stock") held by CCFC for $50,333,333.30, representing the
     liquidation value of the Preferred Stock plus accrued and unpaid
     dividends, in accordance with the terms of the Preferred Stock
     Purchase Agreement.  See Item 6.


AMENDMENT NO. 9 TO SCHEDULE 13D DATED FEBRUARY 8, 1993, FILED WITH THE
COMMISSION ON FEBRUARY 9, 1993

     Item 4 is hereby amended and supplemented by adding to the
     information previously filed under this Item the following:

     On February 2, 1993, Reid Henson, Vice Chairman of Coca-Cola
     Bottling Co. Consolidated ("Consolidated" or "CCBCC"), met with
     Lawrence R. Cowart, Vice President and Director of Business
     Development for The Coca-Cola Company, to discuss a proposal by
     CCBCC to combine certain bottling territories controlled by
     CCBCC and The Coca-Cola Company in a joint venture.  During the
     meeting, CCBCC made a proposal setting forth certain of its
     business objectives in proposing the joint venture.  The
     proposal was formulated in a document for presentation to senior

                                   - 30 -



     management of The Coca-Cola Company; a copy of that document is
     attached as Exhibit N and is incorporated herein by reference.

     Immediately after the meeting, Mr. Cowart contacted members of
     senior management of The Coca-Cola Company to determine if The
     Coca-Cola Company would have an interest in discussing a proposed
     joint venture with CCBCC and was authorized on February 8, 1993 to
     continue discussing the proposal for a joint venture with
     Consolidated.  There can be no assurance that any discussions between
     The Coca-Cola Company and CCBCC will lead to a definitive agreement
     or, if an agreement is reached, that any transaction between The
     Coca-Cola Company and CCBCC will result.  Any agreement or transaction
     would be subject to Board approvals and any other required corporate
     action.


AMENDMENT NO. 10 TO SCHEDULE 13D DATED FEBRUARY 26, 1993, FILED WITH THE
COMMISSION ON MARCH 3, 1993

     Item 4 is hereby amended and supplemented by adding to the
     information previously filed under this Item the following:

     On February 26, 1993, The Coca-Cola Company and Coca-Cola Bottling
     Co. Consolidated executed a letter of intent pursuant to which such
     companies would form a 50/50 joint venture.  A copy of such letter of
     intent is attached hereto as Exhibit O and is incorporated herein by
     reference.


AMENDMENT NO. 11 TO SCHEDULE 13D DATED APRIL 27, 1993, FILED WITH THE
COMMISSION ON APRIL 28, 1993

     Item 4 is hereby amended and supplemented by adding to the
     information previously filed under this Item the following:

     On April 27, 1993, The Coca-Cola Company and Coca-Cola Bottling Co.
     Consolidated executed an amendment to the previously executed letter
     of intent relating to the formation of a joint venture by the parties
     for the purpose of acquiring certain bottling territories currently
     held by the parties.  A copy of such amendment is attached hereto as
     Exhibit P and is incorporated herein by reference.


AMENDMENT NO. 12 TO SCHEDULE 13D DATED JUNE 15, 1993, FILED WITH THE
COMMISSION ON JUNE 16, 1993

     Item 4 is hereby amended and supplemented by adding to the
     information previously filed under this Item the following:

     On June 15, 1993, The Coca-Cola Company decided to exercise
     its right to acquire approximately 33,464 shares of Common
     Stock, par value $1.00 per share, of Coca-Cola Bottling Co.
     Consolidated pursuant to the Stock Rights and Restrictions
     Agreement dated as of January 27, 1989, as reflected in the
     letter from Coca-Cola Bottling Co. Consolidated, dated April 21,
     1993.  Upon the consummation of such purchase, The Coca-Cola

                                   - 31 -



     Company will own 2,488,497 shares of Common Stock, par value $1.00
     per share, representing approximately 31.27% of the Common Stock.

     On June 15, 1993, The Coca-Cola Company and Coca-Cola Bottling Co.
     Consolidated agreed that the previously announced bottling joint
     venture between the two companies would include the territories of
     Aiken and Beaufort, South Carolina.  The letter of intent between the
     parties dated April 27, 1993 excluded those two bottling territories
     from the assets being contributed by Coca-Cola Bottling Co.
     Consolidated to the joint venture.


AMENDMENT NO. 13 TO SCHEDULE 13D DATED JULY 2, 1993, FILED WITH THE
COMMISSION ON JULY 6, 1993

     Item 4 is hereby amended and supplemented by adding to the
     information previously filed under this Item the following:

     On July 2, 1993, The Coca-Cola Company and Coca-Cola Bottling Co.
     Consolidated ("CCBCC") entered into a bottling joint venture pursuant
     to a Partnership Agreement and a Definition and Adjustment Agreement,
     copies of which are attached as Exhibit S and Exhibit T, respectively,
     and are incorporated herein by reference.  Each company owns a 50%
     stake in the joint venture.  Under the terms of the joint venture,
     each party executed a note payable to the joint venture and CCBCC also
     contributed the Beaufort, Greenville and Wilson bottling territories.
     The Partnership thereafter purchased additional bottling territories
     from The Coca-Cola Company and the Hartwell, Abbeville, Anderson,
     Charleston, Columbia, Greenwood, Hampton, Summerville and Plymouth
     territories from CCBCC pursuant to the Fayetteville Asset Purchase
     Agreement, the Palmetto Asset Purchase Agreement and the Affiliated
     Asset Purchase Agreement, copies of which are attached as Exhibit U,
     Exhibit V and Exhibit W, respectively, and are incorporated herein by
     reference.  The joint venture will be managed by CCBCC.

     The Partnership anticipates the purchase of the Aiken, South
     Carolina territory from CCBCC within the next few months.

     Under the Partnership Agreement, a subsidiary of CCBCC will use its
     best efforts, subject to the interests of the shareholders of CCBCC,
     to purchase the entire interest of a subsidiary of The Coca-Cola
     Company (which holds its interest in the Partnership) in the
     Partnership for the fair market value thereof during the period
     between the sixth and eighth anniversaries of July 2, 1993.  This
     proposed purchase is subject to (a) the ability of such subsidiary of
     CCBCC to obtain financing for the purchase of such interests on terms
     that are not materially less favorable than any bank financing then
     available to CCBCC, (b) such transaction will not impair CCBCC's
     public debt rating, and (c) CCBCC's reasonable, good faith conclusion
     that such purchase would provide the shareholders of CCBCC with an
     acceptable return given the resulting risk.


                                   - 32 -



AMENDMENT NO. 14 TO SCHEDULE 13D DATED AUGUST 6, 1993, FILED WITH THE
COMMISSION ON AUGUST 11, 1993

     Item 4 is hereby amended and supplemented by adding to the
     information previously filed under this Item the following:

     On August 6, 1993, Coca-Cola Bottling Co. Consolidated ("CCBCC")
     sold certain assets to CCBCC Coca-Cola Bottling Partnership (formerly
     known as "Carolina Coca-Cola Bottling Partnership") (the
     "Partnership"), a general partnership owned by The Coca-Cola Company
     and CCBCC, for a purchase price of approximately $11.1 million,
     subject to adjustment as set forth in and pursuant to the Aiken
     Definition and Adjustment Agreement and the Aiken Asset Purchase
     Agreement, copies of which are attached as Exhibit X and Exhibit Y,
     respectively, and are incorporated herein by reference.


AMENDMENT NO. 15 TO SCHEDULE 13D DATED JANUARY 17, 1997, FILED
WITH THE COMMISSION ON JANUARY 17, 1997

     Item 4 is hereby amended and supplemented by adding to
     the information previously filed under this Item the
     following:

     On December 16, 1996, Consolidated announced that it
     expected to purchase from its stockholders about 508,426
     shares of Common Stock pursuant to a Dutch auction self-
     tender offer.  In addition, on January 7, 1997,
     Consolidated announced that it had purchased 145,260
     shares of Common Stock in a private transaction with a
     single stockholder.  Consolidated indicated on January 7,
     1997 that following these purchases it has 7,320,609
     shares of Common Stock outstanding and 1,319,862 shares
     of Class B Common Stock outstanding.  As a result of
     these purchases, The Coca-Cola Company now owns
     approximately 33.99% of the outstanding shares of Common
     Stock and approximately 20.39% of the outstanding shares
     of the Class B Common Stock (representing in the
     aggregate approximately 23.35% of the total votes of all
     outstanding shares of all classes of capital stock of
     Consolidated).

     Pursuant to the Stock Rights and Restrictions Agreement,
     The Coca-Cola Company has agreed that if it (a) owns
     30.67% of more of the outstanding shares of common stock
     of Consolidated (i.e., shares of both Common Stock and
     Class B Common Stock) or (b) owns 23.59% or more of the
     total votes of all outstanding shares of all classes of
     capital stock of Consolidated, it will (x) negotiate in
     good faith for a sale of the shares of common stock of
     Consolidated in excess of 29.67% to Consolidated and (y)
     in any event exchange that number of shares of Class B
     Common Stock for shares of Common Stock so that it will
     (i) own from 20% to 21% of the outstanding shares of
     Class B Common Stock and (ii) hold from 22.59% to 23.59%
     of the total votes of all outstanding shares of all
     classes of capital stock of Consolidated.

     As a result of the purchases by Consolidated in
     December 1996 and January 1997, The Coca-Cola Company
     now owns approximately 31.92% of the total number of
     outstanding shares of common stock (i.e., shares of both


                                   - 33 -



     Common Stock and Class B Common Stock).  Accordingly, on
     January 17, 1997, The Coca-Cola Company commenced negotiations
     with Consolidated regarding the repurchase by Consolidated from
     The Coca-Cola Company of approximately 275,000 shares of Common
     Stock in accordance with the Stock Rights and Restrictions
     Agreement.  No assurances can be given as to the outcome of such
     negotiations, the terms of any such repurchase or the timing
     of any such repurchase.


ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.

The following is a chronological list of responses to Item 5 from the
original Schedule 13D filing through all amendments, including Amendment
No. 15 first filed today.

SCHEDULE 13D DATED MAY 7, 1987, FILED WITH THE COMMISSION ON MAY 18, 1987

     Upon the closing of the transactions contemplated by the Stock
     Purchase Agreement, The Coca-Cola Company will obtain direct ownership
     of 1,355,009 shares of Common Stock and 269,183 shares of Class B
     Common Stock.  Such shares will represent 20% of the then outstanding
     Common Stock and Class B Common Stock, respectively, and in the
     aggregate will represent 20% of the voting power of all outstanding
     capital stock of Consolidated.  Class B Common Stock may be converted
     into Common Stock on a share-for-share basis.

     Pursuant to the Voting Agreement, J. Frank Harrison and J. Frank
     Harrison, III, have agreed to vote their Consolidated shares for the
     nominee of The Coca-Cola Company for election to the Consolidated
     Board of Directors and were granted an irrevocable proxy by The
     Coca-Cola Company with respect to the shares of Class B Common Stock
     to be beneficially owned by The Coca-Cola Company.  The irrevocable
     proxy also relates to any shares of Common Stock into which The
     Coca-Cola Company's shares of Class B Common Stock are converted or
     which are otherwise substituted for such shares of Class B Common
     Stock.  The irrevocable proxy covers voting on the election of
     directors and any other matters on which holders of Class B Common
     Stock are entitled to vote, except with respect to any merger,
     consolidation, sale of substantially all of Consolidated's assets, any
     other corporate reorganization or other similar corporate transaction
     involving Consolidated and as a result of which the Harrisons would
     not exercise voting control of the resulting entity.

     The Coca-Cola Company agreed in the Voting Agreement to support the
     control of Consolidated by the Harrison family, provided that J. Frank
     Harrison and/or J. Frank Harrison, III, are/is actively involved in
     the management of Consolidated.  The Voting Agreement provides that
     The Coca-Cola Company will consider in good faith any proposal that
     the Harrisons, or either of them, make for the purchase of the shares
     of Common Stock or Class B Common Stock owned by The Coca-Cola Company,
     but the Harrisons do not have any legally binding option or right to
     purchase such shares pursuant to such provision.  However, in the event
     that the existence of disproportionate voting rights in the Class B


                                   - 34 -



     Common Stock causes or would cause a viable market for the Common
     Stock no longer to exist, as a result of which the holders of
     Class B Common Stock have surrendered such shares to Consolidated
     or are no longer able to vote such shares of Class B Common Stock
     disproportionately, J. Frank Harrison and/or J. Frank Harrison, III
     shall have the option (assignable to Consolidated) to purchase The
     Coca-Cola Company's shares of Class B Common Stock for $38.50 per
     share plus an amount sufficient to give The Coca-Cola Company a 25%
     compounded annual rate of return from the date of the Voting
     Agreement, after taking into account dividends and other distributions
     previously received on the Class B Common Stock.

     The Voting Agreement and irrevocable proxy terminate upon the written
     agreement of the parties, or such time as The Coca-Cola Company is not
     the beneficial owner of any shares of Common Stock or Class B Common
     Stock.  The irrevocable proxy also terminates at such time as J. Frank
     Harrison and J. Frank Harrison, III do not collectively vote shares of
     Common Stock or Class B Common Stock representing in the aggregate at
     least 15% of the total voting power of all classes of the capital
     stock of Consolidated.

     The following information, derived from Consolidated's Proxy Statement
     dated April 8, 1987, is set forth with respect to the beneficial
     ownership of Common Stock and Class B Common Stock by each of J. Frank
     Harrison and J. Frank Harrison, III, assuming issuance of the shares
     of Common Stock and Class B Common Stock to The Coca-Cola Company
     pursuant to the Stock Purchase Agreement (the table does not include
     the Purchased Shares in shares beneficially owned or voted by J. Frank
     Harrison or J. Frank Harrison, III; see above with respect to the
     Voting Agreement and irrevocable proxy):
PERCENTAGE PERCENTAGE SHARES OF OUT- OF OF STANDING PERCENTAGE SHARES OF OUTSTANDING CLASS B CLASS B OF TOTAL COMMON COMMON COMMON COMMON VOTING STOCK STOCK STOCK STOCK POWER(5) J. Frank Harrison 1,243,315(1) 18.4% 948,582(2) 70.5% 60.0% J. Frank Harrison, III 403(3) * 335,988(4) 25.0% 5.9% - --------------------------------- * Less than l%. (1) Includes 530,519 shares held by a trust over which J. Frank Harrison has sole voting power. (2) Includes 235,786 shares held by a trust over which J. Frank Harrison has sole voting power. (3) Held as custodian for a minor under the North Carolina Uniform Gifts to Minors Act, as to which J. Frank Harrison, III has sole voting power. (4) Consists of (i) 99,942 shares held by J. Frank Harrison, III as co-trustee over which he has shared voting and investment power, (ii) 235,786 shares held in a trust for the benefit of J. Frank Harrison over which J. Frank Harrison, III has shared investment - 35 - power but over which J. Frank Harrison has sole voting power (such shares are also included above in shares beneficially owned by J. Frank Harrison), and (iii) 260 shares held as custodian for a minor under the North Carolina Uniform Gifts to Minors Act, as to which J. Frank Harrison, III has sole voting and investment power. (5) The 235,786 shares held in trust for J. Frank Harrison as to which J. Frank Harrison, III has shared investment power are included only as to J. Frank Harrison for voting purposes.
Except as set forth above, neither The Coca-Cola Company, nor, to the best of its knowledge, any executive officer or director of The Coca-Cola Company owns or has any right to acquire, directly or indirectly, any Common Stock or has effected any transaction in the Common Stock during the past 60 days. AMENDMENT NO. 1 TO SCHEDULE 13D DATED JUNE 26, 1987, FILED WITH THE COMMISSION ON JULY 15, 1987 Item 5 is hereby amended by adding the following: The Coca-Cola Company has direct ownership of 1,355,033 shares of Common Stock and 269,158 shares of Class B Common Stock. Such shares represent 20% of the outstanding Common Stock and Class B Common Stock, respectively, and in the aggregate represent 20% of the voting power of all outstanding capital stock of Consolidated. AMENDMENT NO. 2 TO SCHEDULE 13D DATED DECEMBER 17, 1988, FILED WITH THE COMMISSION ON DECEMBER 22, 1988 Item 5 is hereby amended by adding the following: As described above in Item 4, under the [Shareholder's] Agreement The Coca-Cola Company has a right of first refusal and purchase obligations in certain circumstances with respect to the 712,796 shares of Common Stock and 1,048,524 shares of Class B Common Stock now owned, as well as certain additional shares hereafter acquired, by the Harrisons. The Coca-Cola Company beneficially owns 1,355,033 shares of Common Stock (20% of the outstanding Common Stock) and 269,158 shares of Class B Common Stock (20% of the outstanding Class B Common Stock), representing in the aggregate 20% of the outstanding shareholder vote of Consolidated. As previously disclosed, subject to the amendment disclosed above in Item 4, The Coca-Cola Company has previously granted to J. Frank Harrison and/or J. Frank Harrison, III an irrevocable proxy with respect to the shares of Class B Common Stock beneficially owned by The Coca-Cola Company. The Coca-Cola Company is also engaged in certain negotiations with Consolidated relating to the proposed acquisition by The Coca-Cola Company of approximately 1,100,000 additional shares of Common Stock in exchange for all of the outstanding shares of capital stock of The Coca-Cola Bottling Company of West Virginia, Inc., - 36 - plus $2,000,000 in cash and the execution by Consolidated and its subsidiaries of The Coca-Cola Company's 1987 Bottle Contract (which would provide additional pricing flexibility to The Coca-Cola Company) and related agreements, which The Coca-Cola Company anticipates will be a condition to the consummation of any such proposed transaction. While no assurance can be given that the proposed transaction will be consummated in whole or in part, or that if consummated it will be undertaken on the terms set forth above, the Agreement will remain in effect even if the proposed transaction is not consummated. If the approximately 1,100,000 additional shares are acquired, the shares of Common Stock and Class B Common Stock of Consolidated owned by The Coca-Cola Company would represent in the aggregate approximately 22.57% of the outstanding shareholder vote of Consolidated and the shares of Common Stock owned by The Coca-Cola Company would represent approximately 31.16% of the outstanding Common Stock (based on the outstanding Common Stock and Class B Common Stock at December 16, 1988). AMENDMENT NO. 3 TO SCHEDULE 13D DATED DECEMBER 23, 1988, FILED WITH THE COMMISSION ON DECEMBER 27, 1988 Item 5 is hereby amended by adding the following: Upon the closing of the transactions contemplated by the Letter and based upon the number of outstanding shares at December 23, 1988, The Coca-Cola Company will have direct ownership of 2,455,033 shares of Common Stock (approximately 31.16% of the outstanding Common Stock) and 269,158 shares of Class B Common Stock (approximately 20% of the outstanding Class B Common Stock), which in the aggregate represent approximately 22.57% of the voting power of all outstanding capital stock of Consolidated. AMENDMENT NO. 4 TO SCHEDULE 13D DATED JANUARY 27, 1989, FILED WITH THE COMMISSION ON JANUARY 31, 1989 Item 5 is hereby amended by adding the following: Upon the closing of the transactions provided for in the Acquisition Agreement and based upon the number of outstanding shares at January 27, 1989, The Coca-Cola Company has direct ownership of 2,455,033 shares of Common Stock (approximately 31.32% of the outstanding Common Stock) and 269,158 shares of Class B Common Stock (approximately 20% of the outstanding Class B Common Stock), which in the aggregate represent approximately 22.59% of the voting power of all outstanding capital stock of Consolidated. - 37 - AMENDMENT NO. 5 TO SCHEDULE 13D DATED APRIL 18, 1991, FILED WITH THE COMMISSION ON APRIL 19, 1991 Item 5 is hereby amended by adding the following: Peter V. Ueberroth, a director of The Coca-Cola Company, owns, indirectly through a family trust of which he is a co-trustee and beneficiary, 2,000 shares of common stock of the Issuer. He has shared power to vote or direct the vote and shared power to dispose or direct the disposition of this stock. AMENDMENT NO. 7 TO SCHEDULE 13D DATED DECEMBER 20, 1991, FILED WITH THE COMMISSION ON DECEMBER 23, 1991 Item 5 is amended and supplemented by adding to the information previously filed under this item the following: As a result of the acquisition of 25,000 newly issued shares of the Preferred Stock by CCFC on December 20, 1991, The Coca-Cola Company now beneficially owns 2,455,033 shares of Common Stock (or approximately 31.3% of the outstanding shares of Common Stock at November 1, 1991), 269,158 shares of Class B Common Stock (or approximately 20% of the outstanding shares of Class B Common Stock at November 1, 1991), and 25,000 shares of the Series B Senior Cumulative Non-Convertible Preferred Stock (representing 100% of the outstanding shares of such series). The Coca-Cola Company beneficially owns shares of Consolidated representing in the aggregate approximately 22.59% of the total voting power of all outstanding capital stock of Consolidated. AMENDMENT NO. 15 TO SCHEDULE 13D DATED JANUARY 17, 1997, FILED WITH THE COMMISSION ON JANUARY 17, 1997 Item 5 is hereby amended and supplemented by adding to the information previously filed under this Item the following: As a result of the purchase of shares of Common Stock by Consolidated from its stockholders pursuant to a Dutch auction self-tender offer in December 1996 and the purchase by Consolidated of shares of Common Stock in a private transaction with a single stockholder in early January 1997, the percentage ownership represented by the shares of Common Stock and Class B Common Stock beneficially owned by The Coca-Cola Company has increased. The Coca-Cola Company now beneficially owns 2,488,497 shares of Common Stock (or approximately 33.99% of the outstanding shares of Common Stock at January 7, 1997), 269,158 shares of Class B Common Stock (or approximately 20.39% of the outstanding shares of Class B Common Stock at January 7, 1997). The Coca-Cola Company beneficially owns shares of Consoldiated representing in the aggregate approximately 23.35% of the total votes of all outstanding shares of all classes of capital stock of Consolidated. - 38 - In accordance with the Stock Rights and Restrictions Agreement, on January 17, 1997, The Coca-Cola Company commenced negotiations with Consolidated regarding the repurchase by Consolidated from The Coca-Cola Company of approximately 275,000 shares of Common Stock. No assurances can be given as to the outcome of such negotiations, the terms of any such repurchase or the timing of any such repurchase. See Item 4 of this Amendment No. 15 to Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The following is a chronological list of responses to Item 6 from the original Schedule 13D filing through all amendments, including Amendment No. 15 first filed today. Item 6 is hereby amended and restated as follows: With exception of the Stock Purchase Agreement, as amended, the irrevocable proxies, the Letter, the Acquisition Agreement, the Stock Rights and Restrictions Agreement and the Voting Agreement referred to in Items 3 and 5 above, or as previously disclosed in this Schedule 13D, The Coca-Cola Company and, to the best of its knowledge, the persons named in Item 2 or Exhibit A hereto, are not a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Consolidated. See Items 4 and 5 above with respect to certain contracts, arrangements, understandings and relationships (legal or otherwise) arising pursuant to the Shareholder's Agreement with respect to the securities of Consolidated. On October 29, 1992, CCFC received notice pursuant to the Preferred Stock Purchase Agreement that Consolidated was repaying the Preferred Stock held by CCFC. A copy of the notice is attached hereto as Exhibit M. The Preferred Stock was repaid on October 30, 1992. On April 23, 1993, The Coca-Cola Company received a letter from Coca-Cola Bottling Co. Consolidated reflecting the right of The Coca-Cola Company to purchase an additional 33,464 shares of Common Stock, par value $1.00 per share, pursuant to the Stock Rights and Restrictions Agreement dated as of January 27, 1989. Such right is a preemptive right existing under the Stock Rights and Restrictions Agreement and was triggered by action of the Board of Directors of Coca-Cola Bottling Co. Consolidated issuing an additional 80,000 shares of Common Stock. A copy of the letter is attached as Exhibit Q. The price for such shares is $20.00 per share. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A (99) - Directors and Executive Officers of The Coca-Cola Company -- filed herewith. - 39 - THE FOLLOWING EXHIBITS WERE FILED IN PAPER AS EXHIBITS TO THE RESPECTIVE AMENDMENTS INDICATED BELOW: SCHEDULE 13D DATED MAY 7, 1987, FILED WITH THE COMMISSION ON MAY 18, 1987 AND AMENDMENT NO. 1 TO SCHEDULE 13D DATED JUNE 26, 1987, FILED WITH THE COMMISSION ON JULY 15, 1987 Exhibit B - Stock Purchase Agreement dated as of May 7, 1987 between The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated. Exhibit C - Voting Agreement dated May 7, 1987 among The Coca-Cola Company, J. Frank Harrison and J. Frank Harrison, III (including form of and executed irrevocable proxy). AMENDMENT NO. 2 TO SCHEDULE 13D DATED DECEMBER 17, 1988, FILED WITH THE COMMISSION ON DECEMBER 22, 1988 Exhibit D - Shareholder's Agreement dated as of December 17, 1988 by and among The Coca-Cola Company, J. Frank Harrison, J. Frank Harrison, III and certain trusts. AMENDMENT NO. 3 TO SCHEDULE 13D DATED DECEMBER 23, 1988, FILED WITH THE COMMISSION ON DECEMBER 27, 1988 Exhibit E - Letter of Intent dated December 23, 1988 between The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated. AMENDMENT NO. 4 TO SCHEDULE 13D DATED JANUARY 27, 1989, FILED WITH THE COMMISSION ON JANUARY 31, 1989 Exhibit F - Acquisition Agreement dated January 27, 1989 between The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated. Exhibit G - Stock Rights and Restrictions Agreement dated January 27, 1989 between The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated. Exhibit H - Voting Agreement dated January 27, 1989 among J. Frank Harrison, Jr., J. Frank Harrison, III, Reid M. Henson, as Co-trustee under certain trusts and The Coca-Cola Company (Irrevocable Proxy appears as an exhibit thereto). AMENDMENT NO. 6 TO SCHEDULE 13D DATED DECEMBER 16, 1991, FILED WITH THE COMMISSION ON DECEMBER 18, 1991 Exhibit I - Preferred Stock Term Sheet. Exhibit J - Loan Term Sheet. - 40 - AMENDMENT NO. 7 TO SCHEDULE 13D DATED DECEMBER 20, 1991, FILED WITH THE COMMISSION ON DECEMBER 23, 1991 Exhibit K - Preferred Stock Purchase Agreement dated as of December 19, 1991 between Coca-Cola Bottling Co. Consolidated and Coca-Cola Financial Corporation. Exhibit L - Credit Agreement dated as of December 19, 1991 between Coca-Cola Bottling Co. Consolidated and Coca-Cola Financial Corporation. AMENDMENT NO. 8 TO SCHEDULE 13D DATED OCTOBER 30, 1992, FILED WITH THE COMMISSION ON NOVEMBER 2, 1992 Exhibit M - Notice of Redemption dated October 29, 1992. AMENDMENT NO. 9 TO SCHEDULE 13D DATED FEBRUARY 8, 1993, FILED WITH THE COMMISSION ON FEBRUARY 9, 1993 Exhibit N - CCBCC Concept for Joint Venture in the Carolinas. AMENDMENT NO. 10 TO SCHEDULE 13D DATED FEBRUARY 26, 1993, FILED WITH THE COMMISSION ON MARCH 3, 1993 Exhibit O - Letter of Intent dated February 26, 1993 between Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company. AMENDMENT NO. 11 TO SCHEDULE 13D DATED APRIL 27, 1993, FILED WITH THE COMMISSION ON APRIL 28, 1993 Exhibit P - Amendment to February 26, 1993 Letter of Intent between Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company, dated April 27, 1993. Exhibit Q - Letter, dated April 21, 1993, from David V. Singer, Vice President, Coca-Cola Bottling Co. Consolidated to The Coca-Cola Company. AMENDMENT NO. 12 TO SCHEDULE 13D DATED JUNE 15, 1993, FILED WITH THE COMMISSION ON JUNE 16, 1993 Exhibit R - Letter, dated June 15, 1993 from Jack L. Stahl, Senior Vice President and Chief Financial Officer of The Coca-Cola Company, to David V. Singer, Vice President of Coca-Cola Bottling Co. Consolidated. - 41 - AMENDMENT NO. 13 TO SCHEDULE 13D DATED JULY 2, 1993, FILED WITH THE COMMISSION ON JULY 6, 1993 Exhibit S - Partnership Agreement. Exhibit T - Definition and Adjustment Agreement. Exhibit U - Fayetteville Asset Purchase Agreement. Exhibit V - Palmetto Asset Purchase Agreement. Exhibit W - Affiliated Asset Purchase Agreement. AMENDMENT NO. 14 TO SCHEDULE 13D DATED AUGUST 6, 1993, FILED WITH THE COMMISSION ON AUGUST 11, 1993 Exhibit X - Aiken Definition and Adjustment Agreement. Exhibit Y - Aiken Asset Purchase Agreement. - 42 - 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: January 17, 1997 - 43 - EXHIBIT INDEX EXHIBIT DESCRIPTION A (99) Directors and Executive Officers of The Coca-Cola Company -- Filed herewith (Amendment No. 15 and Restatement of Form 13D) B Stock Purchase Agreement dated as of May 7, 1987 between The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated -- incorporated by reference to the same exhibits to Schedule 13D dated May 7, 1987, filed with the Commission on May 18, 1987 and Amendment No. 1 to Schedule 13D dated June 26, 1987, filed in paper with the Commission on July 15, 1987 C Voting Agreement dated May 7, 1987 among The Coca-Cola Company, J. Frank Harrison and J. Frank Harrison, III (including form of and executed irrevocable proxy) -- incorporated by reference to the same exhibits to Schedule 13D dated May 7, 1987, filed with the Commission on May 18, 1987 and Amendment No. 1 to Schedule 13D dated June 26, 1987, filed in paper with the Commission on July 15, 1987 D Shareholder's Agreement dated as of December 17, 1988 by and among The Coca-Cola Company, J. Frank Harrison and J. Frank Harrison, III and certain trusts -- incorporated by reference to the same exhibit to Amendment No. 2 to Schedule 13D dated December 17, 1988, filed in paper with the Commission on December 22, 1988 E Letter of Intent dated December 23, 1988 between The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated -- incorporated by reference to the same exhibit to Amendment No. 3 to Schedule 13D dated December 23, 1988, filed in paper with the Commission on December 27, 1988 F Acquisition Agreement dated January 27, 1989 between The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated -- incorporated by reference to the same exhibit to Amendment No. 4 to Schedule 13D dated January 27, 1989, filed in paper with the Commission on January 31, 1989 G Stock Rights and Restrictions Agreement dated January 27, 1989 between The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated -- incorporated by reference to the same exhibit to Amendment No. 4 to Schedule 13D dated January 27, 1989, filed in paper with the Commission on January 31, 1989 H Voting Agreement dated January 27, 1989 among J. Frank Harrison, Jr., J. Frank Harrison, III, Reid M. Henson, as Co-trustee under certain trusts and The Coca-Cola Company (Irrevocable Proxy appears as an exhibit thereto) -- incorporated by reference to the same exhibit to Amendment No. 4 to Schedule 13D dated January 27, 1989, filed in paper with the Commission on January 31, 1989 I Preferred Stock Term Sheet -- incorporated by reference to the same exhibit to Amendment No. 6 to Schedule 13D dated December 16, 1991, filed in paper with the Commission on December 18, 1991 J Loan Term Sheet -- incorporated by reference to the same exhibit to Amendment No. 6 to Schedule 13D dated December 16, 1991, filed in paper with the Commission on December 18, 1991 K Preferred Stock Purchase Agreement dated as of December 19, 1991 between Coca-Cola Bottling Co. Consolidated and Coca-Cola Financial Corporation -- incorporated by reference to the same exhibit to Amendment No. 7 to Schedule 13D dated December 20, 1991, filed in paper with the Commission on December 23, 1991 L Credit Agreement dated as of December 19, 1991 between Coca-Cola Bottling Co. Consolidated and Coca-Cola Financial Corporation -- incorporated by reference to the same exhibit to Amendment No. 7 to Schedule 13D dated December 20, 1991, filed in paper with the Commission on December 23, 1991 M Notice of Redemption received from Consolidated on October 29, 1992 -- incorporated by reference to the same exhibit to Amendment No. 8 to Schedule 13D dated October 30, 1992, filed in paper with the Commission on November 2, 1992 N CCBCC Concept for Joint Venture in the Carolinas -- incorporated by reference to the same exhibit to Amendment No. 9 to Schedule 13D dated February 8, 1993, filed in paper with the Commission on February 9, 1993 O Letter of Intent dated February 26, 1993 between Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company -- incorporated by reference to the same exhibit to Amendment No. 10 to Schedule 13D dated February 26, 1993, filed in paper with the Commission on March 3, 1993 P Amendment to February 26, 1993 Letter of Intent between Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company, dated April 27, 1993 -- incorporated by reference to the same exhibit to Amendment No. 11 to Schedule 13D dated April 27, 1993, filed in paper with the Commission on April 28, 1993 Q Letter, dated April 21, 1993, from David V. Singer, Vice President, Coca-Cola Bottling Co. Consolidated to The Coca-Cola Company -- incorporated by reference to the same exhibit to Amendment No. 11 to Schedule 13D dated April 27, 1993, filed in paper with the Commission on April 28, 1993 R Letter dated June 15, 1993 from Jack L. Stahl, Senior Vice President and Chief Financial Officer of The Coca-Cola Company, to David V. Singer, Vice President of Coca-Cola Bottling Co. Consolidated -- incorporated by reference to the same exhibit to Amendment No. 12 to Schedule 13D dated June 15, 1993, filed in paper with the Commission on June 16, 1993 S Partnership Agreement -- incorporated by reference to the same exhibit to Amendment No. 13 to Schedule 13D dated July 2, 1993, filed in paper with the Commission on July 6, 1993 T Definition and Adjustment Agreement -- incorporated by reference to the same exhibit to Amendment No. 13 to Schedule 13D dated July 2, 1993, filed in paper with the Commission on July 6, 1993 U Fayetteville Asset Purchase Agreement -- incorporated by reference to the same exhibit to Amendment No. 13 to Schedule 13D dated July 2, 1993, filed in paper with the Commission on July 6, 1993 V Palmetto Asset Purchase Agreement -- incorporated by reference to the same exhibit to Amendment No. 13 to Schedule 13D dated July 2, 1993, filed in paper with the Commission on July 6, 1993 W Affiliated Asset Purchase Agreement -- incorporated by reference to the same exhibit to Amendment No. 13 to Schedule 13D dated July 2, 1993, filed in paper with the Commission on July 6, 1993 X Aiken Definition and Adjustment Agreement -- incorporated by reference to the same exhibit to Amendment No. 14 to Schedule 13D dated August 6, 1993, filed in paper with the Commission on August 11, 1993 Y Aiken Asset Purchase Agreement -- incorporated by reference to the same exhibit to Amendment No. 14 to Schedule 13D dated August 6, 1993, filed in paper with the Commission on August 11, 1993

                                                      EXHIBIT A (99)
                                    
                                    
        DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY
                                    
                                    
     Set forth below is the name, business address, present occupation
or employment and five-year employment history 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 own any 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 Roberto C. Goizueta * Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company M. Douglas Ivester * President and Chief Operating Officer of The Coca-Cola Company Herbert A. Allen President, Chief Executive Allen & Company Officer and a Managing Director Incorporated of Allen & Company Incorporated, 711 Fifth Avenue a privately held investment New York, NY 10022 banking firm Ronald W. Allen Chairman of the Board, President Delta Air Lines, Inc. and Chief Executive Officer of Hartsfield International Delta Air Lines, Inc., a major Airport U.S. air transportation company Atlanta, GA 30320 Cathleen P. Black President of the Hearst Magazines Hearst Magazines Division of The Hearst Corporation 959 8th Avenue a major media and communications New York, NY 10019 company Warren E. Buffett Chairman of the Board of Berkshire Hathaway Inc. Directors and Chief Executive 1440 Kiewit Plaza Officer of Berkshire Hathaway Omaha, NE 68131 Inc., a diversified holding company Charles W. Duncan, Jr. Private investor Duncan Interests 600 Travis, Suite 6100 Houston, TX 77002-3007
DIRECTORS OF THE COCA-COLA COMPANY
PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ADDRESS Susan B. King Leader in Residence, Hart Hart Leadership Program Leadership Program, Duke Terry Sanford Institute University, a program for the of Public Policy development and advancement of Duke University leadership and management Box 90248 skills in the public and private Durham, NC 27708-0248 sectors Donald F. McHenry University Research Professor Edmund A. Walsh School of Diplomacy and International of Foreign Service Affairs, Georgetown University; Georgetown University President of The IRC Group, a Washington, D.C. 20057 New York City and Washington, D.C. consulting firm Sam Nunn Partner of the law firm of King & Spalding King & Spalding since 191 Peachtree Street January 3, 1997; member of the Atlanta, GA 30303 United States Senate until January 1997 Paul F. Oreffice Retired as Chairman of the Board 2630 Barcelona Drive of Directors of The Dow Chemical Fort Lauderdale, FL 33301 Company in 1992 (The Dow Chemical Company is a diversified chemical, metals, plastics and packaging company) James D. Robinson III Chairman and Chief Executive J.D. Robinson Inc. Officer of RRE Investors, LLC, a 22nd Floor private venture investment firm; 126 East 56th Street President of J.D. Robinson Inc., New York, NY 10022 a strategic advisory company; Senior Advisor to Trust Company of the West, an insurance and investment management firm Peter V. Ueberroth Investor and Managing Director, The Contrarian Group, Inc. The Contrarian Group, Inc., a Suite 900 management company 500 Newport Center Drive Newport Beach, CA 92660 James B. Williams Chairman of the Board of SunTrust Banks, Inc. Directors and Chief Executive P.O. Box 4418 Officer, 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 and President The Minute Maid Company and Chief Executive Officer of 2000 St. James Place The Minute Maid Company Houston, TX 77056 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 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 and Northern Ireland. Jack L. Stahl Senior Vice President and President of the North America Group 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. Joseph R. Gladden, Jr. Senior Vice President and General Counsel George Gourlay Senior Vice President and Manager of the Technical Operations Division Earl T. Leonard, Jr. Senior Vice President, Corporate Affairs Sergio S. Zyman Senior Vice President and Chief Marketing Officer