TREASURY BOND 7.18%
                                                       RENTAL FACTOR 3.21075%
                                                       LEASE FUNDING NO: 94008


                           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 7th day of September, 1994 ("Lease
Commencement Date"); and will continue for a term of one hundred eight (108) 
months ending on 7th day of September, 2003.

2. Rent 

   (a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate 
rental charge of $1,516,048.92, payable in arrears in thirty-six (36) 
quarterly installments of $42,112.47 each, beginning on December 7th 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 
September 7, 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 .0357% 
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 7th day of 
September, 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 13 day of September, 1994.

  LESSOR:

  COCA-COLA FINANCIAL CORPORATION

  By: William Knight
  Title: Vice President