TREASURY BOND 7.25%
                                             RENTAL FACTOR 3.23180%
                                             LEASE FUNDING NO: 94007

                           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 12th day of August, 1994 
("Lease Commencement Date"); and will continue for a term of one 
hundred eight (108) months ending on 12th day of August, 2003.

2. Rent

   (a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an 
aggregate rental charge of $2,380,887.72, payable in arrears in thirty-six 
(36) quarterly installments of $66,135.77 each, beginning on November 
12th 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 August 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 .0003591% 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 12th 
day of August, 1994.

                                LESSEE:

                                COCA-COLA BOTTLING CO. CONSOLIDATED

(CORPORATE SEAL)                By: Brenda B. Jackson

Attest: Patricia A. Gill        Title: Vice President & Treasurer

Title: Asst. Secretary

Accepted in Atlanta, Georgia, this 22nd day of August, 1994.

                                LESSOR:

                                COCA-COLA FINANCIAL CORPORATION

                                By: Kathy L. Meyers

                                Title: Op. Mgr.