TREASURY BOND 7.3066%
                                          RENTAL FACTOR 3.25294%
                                          LEASE FUNDING NO: 94006




                      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 8th day of July, 1994 
("Lease Commencement Date"); and will continue for a term of one hundred 
eight (108) months ending on the 8th day of July, 2003.


2. Rent


    (a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,376,483.40, payable in arrears in thirty-six (36) quarterly
installments of $38,235.65 each, beginning on October 8,1994 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 July 8, 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 8th day of 
July, 1994.




                             LESSEE:
                             COCA-COLA BOTTLING CO. CONSOLIDATED



(CORPORATE SEAL)              By: Brenda B. Jackson
Attest: Patricia A. Gill      Title: Vice President & Treasurer
Title: Assistant Secretary



Accepted in Atlanta, Georgia, this 12th day of July, 1994.


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