TREASURY BOND 7.1367%
                                          RENTAL FACTOR 3.24629%
                                          LEASE FUNDING NO: 94004




                      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


1. Term


    The "Initial Term" shall commence on the 3rd day of June, 1994 ("Lease
Commencement Date"); and will continue for a term of one hundred eight (108)
months ending on 3rd day of June, 2003.


2. Rent 


    (a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,544,340.96, payable in arrears in thirty-six (36) 
quarter annual installments of $42,898.36 each, beginning on September 3, 
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 June 3, 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.



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 of the cost of such item 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 officers, this 3rd day of
June, 1994.




                              LESSEE:
                              COCA-COLA BOTTLING CO. CONSOLIDATED



(CORPORATE SEAL)              By: Brenda B. Jackson


Attest: Patricia A. Gill      Title:  Brenda B. Jackson
                                      Vice President & Treasurer

Title: Assistant Secretary

Accepted in Atlanta, Georgia, this     day of              , 1994.

                              LESSOR:
                              COCA-COLA FINANCIAL CORPORATION
                              By:
                              Title: