TREASURY BOND: 7.594%
                                        RENTAL FACTOR 3.31468%
                                        LEASE FUNDING NO: 94003


                        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: May 12th, 1993.


1. Term

     The "Initial Term" shall commence on the 12th day of May, 1994 
(the "Lease Commencement Date") and will continue for a term of one 
hundred eight (108) months ending on May 12th, 2003.

2. Rent

     (a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate 
rental charge of $1,002,866.76, payable in arrears in thirty-six (36) 
quarterly installments of $27,857.41 each, beginning on August 12, 1994 
and continuing on the same day of each calendar quarter thereafter during 
the Initial Term, with the final such installment being due and payable 
on May 12, 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.

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.


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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 12th day of May, 
1994.

                              LESSEE:

                              COCA-COLA BOTTLING CO. CONSOLIDATED

                              By: Brenda B. Jackson
                                  Brenda B. Jackson
                              Title: Vice President & Treasurer

Accepted in Atlanta, Georgia, this      day of         ,     .

                              LESSOR:
                              COCA-COLA FINANCIAL CORPORATION

                              By:
                              Title:


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