UNITED STATES SECURITIES AND EXCHANGE COMMISSION
           WASHINGTON, D.C. 20549
                  FORM 10-Q


   
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934


For the quarterly period ended      October 2, 1994


Commission File Number           0-9286            




          COCA-COLA BOTTLING CO. CONSOLIDATED      
  
(Exact name of registrant as specified in its charter)

           Delaware                 56-0950585   
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)    Identification Number)


       1900 Rexford Road, Charlotte, North Carolina  282ll
       (Address of principal executive offices)  (Zip Code)

                          (704) 551-4400           
       (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for
such shorter period that the registrant was
required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes  X    No    


Indicate the number of shares outstanding of each
of the issuer's classes of common stock, as of the
latest practicable date.

        Class            Outstanding at November 4, 1994

Common Stock, $1 Par Value             7,958,059 
Class B Common Stock, $1 Par Value     1,336,362 




                         PART I - FINANCIAL INFORMATION

Item l. Financial Statements.

                    Coca-Cola Bottling Co. Consolidated
                    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                             In Thousands of Dollars



                                        Oct. 2,    Jan. 2,    Oct. 3, 
                                         1994       1994       1993   
                                                     

ASSETS                                           
           
Current Assets:
Cash                                   $  2,200   $  1,262   $  1,562
Accounts receivable, trade, less
 allowance for doubtful accounts
 of $419, $425 and $634                   7,522      4,960      5,257
Accounts receivable from 
 The Coca-Cola Company                    5,991      6,698      2,842
Due from Piedmont Coca-Cola 
 Bottling Partnership                     1,907      2,454      2,268
Accounts receivable, other                6,583     10,758     12,952
Inventories                              30,320     27,533     30,592
Prepaid expenses and other  
 current assets                           8,321      4,734      5,159
  Total current assets                   62,844     58,399     60,632

Property, plant and equipment,
 at cost                                317,030    297,561    292,273
Less - accumulated depreciation
 and amortization                       138,022    134,546    131,876
      Property,
plant and equipment,
 net                                    179,008    163,015    160,397

Investment in Piedmont Coca-Cola
 Bottling Partnership                    68,801     68,400     70,343
Other assets                             19,317     18,700     19,865
Identifiable intangible assets,
 less accumulated amortization of
 $73,200, $65,803 and $63,398           260,318    267,715    279,134
Excess of cost over fair value
 of net assets of businesses
 acquired, less accumulated
 amortization of $21,117, $19,399       
 and $18,826                             70,502     72,220     72,793
         

Total                                  $660,790   $648,449   $663,164



See Accompanying Notes to Consolidated Financial Statements




LIABILITIES AND SHAREHOLDERS' EQUITY




                                        Oct. 2,    Jan. 2,    Oct. 3,
                                         1994       1994        1993  
                                                     

Current Liabilities:
Portion of long-term debt payable 
 within one year                      $    376    $    711   $  1,133
Accounts payable and accrued
 liabilities                            54,948      69,232     62,027
Accounts payable to The Coca-Cola        
 Company                                 1,993       1,876      4,494
Accrued interest payable                 5,593      10,108      4,680
  Total current liabilities             62,910      81,927     72,334
Deferred income taxes                   88,302      80,065     89,044
Other liabilities                       21,630      22,470     21,765
Senior long-term debt                  454,392     434,358    444,587
  Total liabilities                    627,234     618,820    627,730


Shareholders' Equity:
Convertible Preferred Stock, $100 par
 value: Authorized-50,000 shares;
 Issued-None
Nonconvertible Preferred Stock, $100 
 par value: Authorized-50,000 shares;
 Issued-None
Preferred Stock, $.01 par value:
 Authorized-20,000,000 shares;
 Issued-None
Common Stock, $1 par value: 
 Authorized-30,000,000 shares; 
 Issued-10,090,859 shares               10,090      10,090     10,090
Class B Common Stock, $1 par value:
 Authorized-10,000,000 shares;
 Issued-1,964,476 shares                 1,965       1,965      1,965
Class C Common Stock, $1 par value:
 Authorized-20,000,000 shares;
 Issued-None
Capital in excess of par value         132,351     139,322    141,246
Accumulated deficit                    (87,590)    (98,488)  (100,221)
Minimum pension liability adjustment    (5,614)     (5,614)          
                                        51,202      47,275     53,080
Less-Treasury stock, at cost:
 Common-2,132,800 shares                17,237      17,237     17,237
 Class B Common-628,114 shares             409         409        409
  Total shareholders' equity            33,556      29,629     35,434
       
Total                                 $660,790    $648,449   $663,164




See Accompanying Notes to Consolidated Financial Statements





Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Data)





                                    Third Quarter          Nine Months
                                   1994       1993       1994       1993
                                                     

Net sales (includes sales to
 Piedmont of $23,121, $23,886,
 $67,932 and $23,886)           $ 188,418  $ 182,149  $ 552,927  $ 530,922
Cost of products sold,
 excluding depreciation shown
 below (includes $19,679, 
 $20,953, $59,785 and $20,953
 related to sales to Piedmont)    112,554    108,758    328,979    302,054
Gross margin                       75,864     73,391    223,948    228,868
Selling expenses                   37,524     34,508    111,473    111,869
General and administrative
 expenses                          13,565     13,499     39,732     39,927
Depreciation expense                5,895      5,755     17,659     17,403
Amortization of goodwill
 and intangibles                    3,081      3,144      9,235     11,766
Income from operations             15,799     16,485     45,849     47,903

Interest expense                    7,999      7,292     23,358     23,795
Other income (expense), net           761       (686)       474     (2,386)
Income before income taxes and
 effect of accounting change        8,561      8,507     22,965     21,722
Federal and state income taxes      3,662      2,791      9,856      8,622
Income before effect of
 accounting change                  4,899      5,716     13,109     13,100
Effect of accounting change                              (2,211)           
Net income                      $   4,899  $   5,716  $  10,898  $  13,100

Income per share:
 Income before effect of
  accounting change             $     .53  $     .62  $    1.41  $    1.42
 Effect of accounting change                               (.24)          
 Net income                     $     .53  $     .62  $    1.17  $    1.42
 
Cash dividends per share:
 Common Stock                   $     .25  $     .22  $     .75  $     .66
 Class B Common Stock                 .25        .13        .75        .39
Weighted average number of
 Common and Class B Common
 shares outstanding                 9,294      9,294      9,294      9,245




See Accompanying Notes to Consolidated Financial Statements





Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
In Thousands of Dollars




                                  Capital                Minimum
                         Class B    in                   Pension
                 Common  Common  Excess of  Accumulated Liability  Treasury
                  Stock   Stock  Par Value    Deficit   Adjustment  Stock  

                                                 

Balance on
 January 3,
 1993            $ 9,977 $ 1,965 $ 144,831  $ (113,321)            $ 17,646
Net income                                      13,100
Cash dividends
 declared:
 Common                             (5,741)
Issuance of 
 Common Stock        113             2,156                                 
Balance on 
 October 3, 1993 $10,090 $ 1,965 $ 141,246  $ (100,221)            $ 17,646



Balance on
 January 2,
 1994            $10,090 $ 1,965 $ l39,322  $  (98,488)  $ (5,614) $ 17,646
Net income                                      10,898                    
Cash dividends
 declared:
 Common                             (6,971)                                
Balance on
 October 2, 1994 $10,090 $ 1,965 $ 132,351  $  (87,590)  $ (5,614) $ 17,646




See Accompanying Notes to Consolidated Financial Statements





Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
In Thousands of Dollars





                                                   Nine Months     
                                                1994         1993  

                                                     

Cash Flows from Operating Activities
Net income                                    $ 10,898     $ 13,100
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Effect of accounting change                    2,211
  Depreciation expense                          17,659       17,403
  Amortization of goodwill and intangibles       9,235       11,766
  Deferred income taxes                          9,856        8,602
  (Gains) losses on sale of property, plant
    and equipment                               (1,432)       1,334
  Amortization of debt costs                       341          400
  Undistributed earnings of Piedmont
    Coca-Cola Bottling Partnership                (401)        (343)
  Increase in current assets less current
    liabilities                                (26,004)     (12,128)
  Decrease (increase) in other noncurrent
    assets                                        (710)         264
  Decrease in other noncurrent liabilities        (301)        (618)
  Other                                            490          (80) 
Total adjustments                               10,944       26,600
Net cash provided by operating
  activities                                    21,842       39,700

Cash Flows from Financing Activities
Proceeds from the issuance of long-term debt    21,246             
Repayments of long-term debt                    (1,213)    (110,540)
Issuance of Common Stock                                      2,269
Cash dividends paid                             (6,971)      (5,741)
Other                                           (1,260)      (1,584)
Net cash provided by (used in) financing
 activities                                     11,802     (115,596)

Cash Flows from Investing Activities
Additions to property, plant and equipment     (36,748)     (19,068)
Proceeds from the sale of property, plant
 and equipment                                   4,042          611 
Acquisition of companies, net of cash 
 acquired                                                    (1,572)
Net proceeds from sale and contribution
 of assets to Piedmont Coca-Cola Bottling
 Partnership                                                 96,073
Net cash provided by (used in) investing
 activities                                    (32,706)      76,044 
Net increase in cash                               938          148
Cash at beginning of period                      1,262        1,414

Cash at end of period                         $  2,200     $  1,562




See Accompanying Notes to Consolidated Financial Statements





Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements
(Unaudited)



1. Accounting Policies

The consolidated financial statements include the
accounts of Coca-Cola Bottling Co. Consolidated
and its wholly owned subsidiaries ("the Company"). 
All significant intercompany accounts and
transactions have been eliminated.

The information contained in the financial
statements is unaudited.  The statements reflect
all adjustments which, in the opinion of
management, are necessary for a fair statement of
the results for the interim periods presented. 
Except for the accounting change discussed in Note
2, all such adjustments are of a normal, recurring
nature.

The accounting policies followed in the
presentation of interim financial results are the
same as those followed on an annual basis.  These
policies are presented in Note 1 to the
consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year
ended January 2, 1994 filed with the Securities
and Exchange Commission.

Certain prior year amounts have been reclassified
to conform to current year classifications. 



2. Accounting Change 

In November 1992, the Financial Accounting
Standards Board issued Statement of Financial
Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits" ("SFAS
112").  SFAS 112 requires the accrual, during the
years that employees render service, of the
expected cost of providing postemployment benefits
if certain criteria are met.  The Company adopted
the provisions of SFAS 112 in the first quarter of
1994, effective January 3, 1994.  As a result, the
Company recorded a one-time, after-tax charge of
$2.2 million.  This charge appears within the
caption "Effect of accounting change."



Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements
(Unaudited)



3. Summarized Income Statement Data of Piedmont
Coca-Cola Bottling
   Partnership

On July 2, 1993, the Company and The Coca-Cola
Company formed Piedmont Coca-Cola Bottling
Partnership ("Piedmont") to distribute and market
soft drink products primarily in portions of North
Carolina and South Carolina.  The Company and The
Coca-Cola Company, through their respective
subsidiaries, each beneficially own a 50% interest
in Piedmont.  The Company provides a majority of
the soft drink products to Piedmont and receives a fee
for managing the business of Piedmont pursuant to a
management agreement.  Summarized income statement
data for Piedmont is as follows:





                                     Third Quarter       Nine Months   
In Thousands                         1994     1993       1994     1993 

                                                    

Net sales                          $51,837  $50,427   $149,470  $50,427
Gross margin                        22,534   21,619     64,313   21,619
Income from operations               2,576    2,579      6,397    2,579
Net income                           1,612      686        802      686




4. Inventories

Inventories are summarized as follows:





                                     Oct. 2,      Jan. 2,     Oct. 3,
In Thousands                           1994         1994        1993 

                                                     

Finished products                    $18,272      $16,622     $19,546
Manufacturing materials               10,444        9,498      10,173
Used bottles and cases                 1,604        1,413         873

Total inventories                    $30,320      $27,533     $30,592





Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)     


5. Long-Term Debt

Long-term debt is summarized as follows: 





                                        Fixed(F) or
                               Interest  Variable  Interest  Oct. 2,  Jan. 2,   Oct. 3,
In Thousands         Maturity    Rate    (V) Rate    Paid     1994     1994      1993

                                                          
Lines of Credit        1997      4.98% -    V      Varies   $114,601 $ 18,335  $ 18,420
                                 5.55%

Commercial Paper                                                                  9,987
                           
Term Loan Agreement                                                    75,000    75,000

Term Loan Agreement    2000      5.75%      V      Semi-      60,000   60,000    60,000
                                                    annually                     
 

Term Loan Agreement    2001      5.69%      V      Semi-      60,000   60,000    60,000
                                                    annually

Medium-Term Notes      1998      5.61%      V      Quarterly  10,000   10,000    10,000

Medium-Term Notes       1999     7.99%      F      Semi-      66,500   66,500    66,500
                                                    annually

Medium-Term Notes      2000     10.05%      F      Semi-      57,000   57,000     57,000
                                                    annually

Medium-Term Notes       2002     8.56%      F      Semi-      66,500   66,500    66,500
                                                    annually      

Notes acquired in
 Sunbelt acquisition   2001      8.00%      F      Quarterly   5,421    5,442     5,441

Capital leases and
 other notes payable   1994 -    6.85% -    F      Varies     14,746   16,292    16,872
                       2001     12.00%                                                 
                                                             454,768  435,069   445,720
Less: Portion of 
 long-term debt      
 payable within                                                                  
 one year                                                        376      711     1,133
 
                                      
Senior long-term debt                                       $454,392 $434,358  $444,587




Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements
(Unaudited)



5. Long-Term Debt (cont.)


As of October 2, 1994, the Company was in
compliance with all of the covenants of its
various borrowing agreements.

It is the Company's intent to renew its lines of
credit, commercial paper borrowings and borrowings
under the revolving credit facility as they
mature.  To the extent that these borrowings do
not exceed the amount available under the
Company's $170 million revolving credit facility,
they are classified as noncurrent liabilities.

A $100 million commercial paper program was
established in January 1990 with funds to be used
for general corporate purposes.  There were no
balances outstanding under this program on October
2, 1994 or January 2, 1994.  On October 3, 1993,
approximately $10.0 million was outstanding under
the commercial paper program. 

In June 1992, the Company entered into a three-
year arrangement under which it has the right to
sell an undivided interest in a designated  pool
of trade accounts receivable for up to a maximum
of $40 million.  The Company had sold trade
receivables of $35 million, $33 million and $34.5
million as of October 2, 1994, January 2, 1994 and
October 3, 1993, respectively.



6. Financial Instruments with Off-Balance-Sheet
Risk

The Company uses interest rate hedging products to
cost effectively modify risk from interest rate
fluctuations in its underlying debt.  The Company
alters its fixed/floating interest rate mix based
upon anticipated operating cash flows of the
Company relative to its debt level and the
Company's ability to absorb increases in interest
rates.  The Company has entered into interest rate
hedging transactions that resulted in weighted
average interest rates for the debt portfolio of
approximately 6.6%, 6.7% and 6.1% as of October 2,
1994, January 2, 1994 and October 3, 1993,
respectively.  Including the effect of hedging
activities, approximately 55%, 43% and 44% of the
total debt portfolio was subject to changes in
short-term interest rates as of October 2, 1994,
January 2, 1994 and October 3, 1993, respectively.




Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements
(Unaudited)



6.  Financial Instruments with Off-Balance-Sheet
Risk (cont.)


Off-balance-sheet financial instruments were as
follows:




                    October 2, 1994      January 2, 1994        October 3, 1993   
                           Remaining             Remaining              Remaining
 In Thousands     Amount     Term       Amount     Term        Amount     Term    

                                                      

Interest swaps-
  floating       $221,600  6-9 years   $221,600  7-10 years   $221,600  7-10 years

Interest swaps-
  fixed           215,000  1-9 years    368,000  1-10 years    308,000  1-10 years

Interest caps     110,000    1 year     110,000   1.5 years    110,000    2 years

Financial 
  guarantees       26,861  7-10 years    13,094    7 years      16,961    8 years 





7. Income Taxes

Reported income tax expense differs from the
amount computed at the statutory rate due to
amortization of nondeductible goodwill, state
income taxes, nondeductible premiums on officers'
life insurance and other nondeductible expenses.




Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements
(Unaudited)



8. Supplemental Disclosures of Cash Flow
Information

Changes in current assets and current liabilities
affecting cash, net of effects from acquisitions
and divestitures and effect of accounting change,
are as follows:




                                                  Nine Months    
In Thousands                                    1994       1993  

                                                   

Accounts receivable, trade, net               $ (2,562)  $ (9,616) 
Due from Piedmont                                  547     (2,268)
Accounts receivable, other                       4,882     (1,862)
Inventories                                     (2,787)    (5,999)
Prepaid expenses and other current assets       (3,587)    (2,113)
Portion of long-term debt payable within         
 one year                                         (335)      (370)
Accounts payable and accrued liabilities       (17,647)    16,462
Accrued interest payable                        (4,515)    (6,362)
Increase                                      $(26,004)  $(12,128) 




Cash payments during the period were as follows:




                                                  Nine Months    
In Thousands                                    1994       1993  
                                                   

Interest                                      $ 27,533   $ 29,757
Income taxes                                       55      1,252



Noncash items related to the formation of Piedmont on July 2, 1993 were as 
follows:




In Thousands

                                                      

Assets contributed to Piedmont                           $48,254
Assumption of Company liabilities by Piedmont              4,800




Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations


Introduction:

The following discussion presents management's
analysis of the results of operations for the
first nine months of 1994 compared to the first
nine months of 1993 and changes in financial
condition from October 3, 1993 and January 2, 1994
to October 2, 1994.

On July 2, 1993, the Company and The Coca-Cola
Company formed Piedmont Coca-Cola Bottling
Partnership ("Piedmont") to distribute and market
soft drink products primarily in certain portions
of North Carolina and South Carolina.  The Company
provides a majority of the soft drink products to
Piedmont and receives a fee for managing the
business of Piedmont pursuant to a management
agreement.  The Company sold or contributed to
Piedmont its territories located in South
Carolina, as well as certain territories located
in North Carolina.  Assets were sold or
contributed at their approximate carrying values. 
Proceeds from the sale of territories to Piedmont,
net of the Company's cash contribution, totaled
approximately $96 million and were used to reduce
the Company's long-term debt.  The Company is
accounting for its investment in Piedmont using
the equity method of accounting.

The Company filed a registration statement with
the Securities and Exchange Commission on July 20,
1994 (which became effective October 12, 1994)
pursuant to which the Company may offer from time
to time debt or equity securities in an aggregate
amount of $400 million.  Upon any future
commencement of an offering, any net proceeds from
sales of the securities would be used for general
corporate purposes, including repayment of debt,
future acquisitions, capital expenditures or
working capital.  There are no current plans with
respect to any specific significant acquisition or
use of proceeds. 

The Company reported net income of $4.9 million or
$.53 per share for the third quarter of 1994
compared with $5.7 million or $.62 per share for
the same period in 1993.  For the first nine
months of 1994, the Company reported net income of
$10.9 million or $1.17 per share compared to $13.1
million or $1.42 per share in the first nine
months of 1993.  A one-time, after-tax noncash
charge of $2.2 million or $.24 per share was
recorded in the first quarter of 1994 due to the
adoption of Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for
Postemployment Benefits" ("SFAS 112").  The
Company does not expect any significant impact on
the results of future operations due to the
adoption of this accounting standard.

The results for interim periods are not
necessarily indicative of the results to be
expected for the year due to seasonal factors.





Result of Operations:

For the third quarter of 1994, net sales increased
approximately 3.5% over the 1993 period.  Case volume increased
by slightly more than 1% and  average selling
prices were slightly higher.  The volume growth
was slower in the third quarter of 1994 than in
the first half of 1994, reflecting milder
temperatures in July and August within the
franchise territories. 

Net sales for the first nine months of 1994
increased 4.1% over the same period of 1993;
however, results of operations for the nine-month
periods are not directly comparable due to the
formation of Piedmont on July 2, 1993.

Excluding the results of the branches sold or
contributed to Piedmont from 1993 results,
franchise net sales increased by 5.5% for the
first nine months of 1994.  This increase in
franchise net sales was primarily due to increased
volume.  The introduction of certain New Age
beverages, such as Nestea and PowerAde,
contributed approximately 1.4% of the increase in
franchise sales in the first nine months of 1994. 
Average net selling prices were slightly higher
than those of the 1993 periods, sustaining the
increases realized in 1993 versus 1992.  Sales to
other bottlers increased for the first nine months
of 1994 over the same period in 1993 primarily due
to the sale of finished products to Piedmont. 
Soft drink products are sold to Piedmont at cost.

When the results for the first nine months are
adjusted to reflect comparable territories, gross
margin increased 4.3%.  Cost of goods sold as a
percentage of net sales was slightly higher as
increases in the costs of ingredients were
partially offset by lower packaging costs. 
Packaging costs are expected to increase
significantly at the end of the fourth quarter of
1994 and during the first quarter of 1995 as a
result of increases in the cost of PET and
aluminum.  The Company expects to increase selling
prices to cover the expected increased cost of raw
materials.

Excluding the results of the branches sold or
contributed to Piedmont from 1993 results, selling
expenses increased from approximately 23.3% of net
sales in the first nine months of 1993 to
approximately 24.7% of net sales in the first nine
months of 1994.  Higher employment costs resulted
from normal wage rate adjustments and planned
increases in certain sales and operations
functions to improve customer service and reduce
turnover.  Also, the sales and operations
functions increased as a result of increased
volume in the first half of 1994.  Expenses
associated with the introduction of New Age
beverages also increased 1994 selling expenses. 
General and administrative expenses as a
percentage of net sales for the comparable
franchise territories were slightly lower than for
the 1993 periods.

Amortization of goodwill and intangibles declined
21.5% for the first nine months of 1994,
reflecting the sale and contribution of franchise
territories to Piedmont. 





Interest expense increased almost 10% from the
third quarter of 1993 to the third quarter of 1994
but was slightly lower for the first nine months
of 1994 versus the comparable period in 1993.  The
third quarter increase was due to higher short-
term interest rates.  Interest expense had been
lower during the first half of 1994 due primarily
to the decrease of more than $100 million in
outstanding debt during the third quarter of 1993. 
Proceeds from the sale of territories to Piedmont,
net of the Company's cash contribution, were used
to reduce the Company's long-term debt.

The change in "other income (expense), net" for
the first nine months of 1994 was due primarily to
a third quarter 1994 gain on the sale of one of
the Company's aircraft and a first quarter 1994
gain on the sale of an idle production facility. 
This facility was acquired in the 1991 Sunbelt
acquisition and was closed in April 1992.  For the
first nine months of 1994, gains of approximately
$1.4 million on sales of property, plant and
equipment were included in "other income
(expense), net."  Losses of approximately $1.3
million on sales of property, plant and equipment
were included in "other income (expense), net" for
the first nine months of 1993.

The estimated annual effective tax rate for
federal and state income taxes was 43% for both
the third quarter and the first nine months of
1994.  The difference between the effective rate
and the statutory rate was due primarily to
amortization of nondeductible goodwill, state
income taxes, nondeductible premiums on officers'
life insurance and other nondeductible expenses.  


Changes in Financial Condition:

Working capital increased $23.5 million from
January 2, 1994 and $11.6 million from October 3,
1993 to October 2, 1994.  These increases resulted
principally from increases in trade accounts
receivable and decreases in accounts payable. 
Inventory balances increased from January 2, 1994
in order to support Piedmont's inventory
requirements.  The increase in trade accounts
receivable resulted primarily from increases in
net sales.

Capital expenditures in 1994 will be higher than
in 1993.  The Company is purchasing rather than
leasing new vehicles and is making certain
manufacturing improvements needed to produce new
packages.  Expenditures for capital additions in
1995 are expected to be lower than in 1994.

The Company uses interest rate hedging products to
cost effectively modify risk from interest rate
fluctuations in its underlying debt.  The Company
alters its fixed/floating interest rate mix based
upon anticipated operating cash flows of the
Company relative to its debt level and the
Company's ability to absorb increases in interest
rates.  As of October 2, 1994, the debt portfolio
had a weighted average interest rate of
approximately 6.6% and approximately 55% of the
total portfolio was subject to changes in 



short-term interest rates.  As a result of
increases in short-term interest rates, the
Company expects that interest expense in the
remainder of 1994 will increase versus the fourth
quarter of 1993.

Long-term debt increased $20.0 million from
January 2, 1994 due primarily to the increase in
working capital.  As of October 2, 1994, the
Company was in compliance with all of the
covenants of its various borrowing agreements.  

It is the Company's intent to renew any borrowings
under its $170 million revolving credit facility
and the informal lines of credit as they mature.
To the extent that any borrowings under the
revolving credit facility, the informal lines of
credit and commercial paper program do not exceed
the amount available under the Company's $170
million revolving credit facility, they are
classified as noncurrent liabilities.  As of
October 2, 1994, the Company had no balances
outstanding under the revolving credit facility or
the commercial paper program and had $114.6
million outstanding under the informal lines of
credit.  The Company had sold trade accounts
receivable of $35 million as of October 2, 1994
compared to $33 million and $34.5 million on
January 2, 1994 and October 3, 1993, respectively. 


In February 1994, the Board of Directors approved
an increase in the dividend for the first quarter
of 1994.  Quarterly dividends were increased to
$.25 per share on both the Common and Class B
Common shares outstanding.  This dividend rate has
been maintained during 1994.  Annual dividend
payments will total approximately $9.3 million in
1994.

Management believes that the Company, through the
generation of cash flow from operations and the
utilization of unused borrowing capacity, has
sufficient financial resources available to
maintain its current operations and provide for
its current capital expenditure requirements.  The
Company considers the acquisition of additional
franchise territories on an ongoing basis.



                       PART II - OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits 





 Exhibit
 Number    Description

        

 10.1      Agreement, dated as of December 23, 1993, between the Company and
           Western Container Corporation covering purchase of PET bottles.

 10.2      Lease Funding No. 94007, dated as of August 12, 1994, of a Master
           Equipment Lease between the Company and Coca-Cola Financial
           Corporation covering various vending machines. 

 10.3      Lease Funding No. 94008, dated as of September 7, 1994, of a Master
           Equipment Lease between the Company and Coca-Cola Financial
           Corporation covering various vending machines. 

 10.4      Lease Funding No. 94009, dated as of October 10, 1994, of a Master
           Equipment Lease between the Company and Coca-Cola Financial
           Corporation covering various vending machines. 

 10.5      Lease Funding No. 94010, dated as of October 26, 1994, of a Master
           Equipment Lease between the Company and Coca-Cola Financial
           Corporation covering various vending machines. 

 27        Financial data schedule for period ended October 2, 1994.



(b)   Reports on Form 8-K

 None.


                                SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, 
the Registrant has duly caused this report to be signed on its behalf 
by the undersigned, thereunto duly authorized.




                                     
                                        COCA-COLA BOTTLING CO. CONSOLIDATED
                                          (REGISTRANT)


Date: November 14, 1994                 By:    /s/ David V. Singer
                                                David V. Singer
                                          Principal Financial Officer
                                              of the Registrant
                                                      and
                                        Vice President - Chief Financial
                                                    Officer