TREASURY BOND: 7.04%
                                         RENTAL FACTOR: 3.23188
                                         LEASE FUNDING NO: 94002


                       LEASE SUPPLEMENT TO
         MASTER EQUIPMENT LEASE (the "Master Lease")
                           BETWEEN
         COCA-COLA FINANCIAL CORPORATION ("Lessor")
                             AND
       COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
                  DATED: FEBRUARY 9, 1993


               Lease Supplement Date: April 25,1994

1. Term

     The "Initial Term" shall commence on the 25TH day of April, 1994 
(the "Lease Commencement Date") and will continue for a term of one 
hundred eight months (108) months ending on April 25TH, 2003.

2. Rent

     (a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an 
aggregate rental charge of $2,256,942.24 payable in thirty six (36) 
quarterly installments of $62,692.84 each, beginning on July 25th, 1994 
and continuing every third month thereafter during the Initial Term, 
with the final such installment being due and payable on April 25th, 2003.

     (b) INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments 
made by Lessor for Equipment from the date of Lessor's payment, if paid 
prior to the Lease Commencement Date, until the Lease Commencement Date. 
Interim Rent shall be calculated from the date of such payment on the 
basis of a rate which shall be the lesser of (i) a daily rate 
of           per dollar so paid by Lessor, (which rate is based on the 
rate implied by the Basic Rent amount set forth above), or (ii) a per 
annum rate applied to the amount so paid by Lessor equal to the 
"Prime Rate" as published in The Wall Street Journal on the last 
business day prior to the date of such payment by Lessor. Interim 
Rent shall be payable in full on the Lease Commencement Date.

     (c) SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent, 
Lessee shall pay Lessor all Supplemental Rent provided for in the 
Master Lease including, without limitation, all applicable sales and 
use taxes.

3. Location of the Equipment

     The location(s) of the Equipment leased is (are) set forth 
on Exhibit "A" attached hereto.



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4. Equipment Leased

The Equipment leased is described on each equipment invoice and installation 
notification subject to this Lease Supplement. The supporting equipment 
invoices, installation notifications and equipment serial numbers are 
summarized on Exhibit "A" attached hereto.

5. Stipulated Loss Value

     The "Stipulated Loss Value" of each item of Equipment, as of 
any particular date of computation, shall be determined with reference 
to Exhibit "B" attached hereto by multiplying the original cost of such 
item of Equipment as stated on Exhibit "A" hereto by the percentage 
set forth opposite the applicable month number on Exhibit "B" hereto. 
For this purpose the applicable month number means the number of months 
or partial months elapsed since the Lease Commencement Date. If only 
a portion of an item of Equipment is affected by any event causing 
calculation of "Stipulated Loss Value" as specified in the Master Lease, 
and the cost of such portion of the Equipment cannot be readily determined 
from the original cost of such item set forth on Exhibit A, then the 
Stipulated Loss Value for such portion of the Equipment shall be as 
reasonably calculated by Lessor, with written notice of such amount being 
sent to Lessee by Lessor.

6. Lease

     This Lease Supplement is executed and delivered under and pursuant 
to the terms of the Master Lease, and this Lease Supplement shall be 
deemed to be a part of, and shall be governed by the terms and conditions 
of the Master Lease. For purposes of this Lease Supplement, capitalized 
terms which are used herein but which are not otherwise defined herein 
shall have the meanings ascribed to such terms in the Master Lease.

     IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be 
duly executed and delivered by its duly authorized officer, 
this     day of April 1994.

                             LESSEE: COCA-COLA BOTTLING CO. CONSOLIDATED

                             By: Brenda B. Jackson
                             Title: Vice President & Treasurer
                             [CORPORATE SEAL]

Accepted in Atlanta, Georgia, this 26th day of April, 1994.

                             LESSOR:
                             COCA-COLA FINANCIAL CORPORATION
                             By: Chris Tambeaux
                             Title: Vice President


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