TREASURY BOND 7.75%
                                                  RENTAL FACTOR 3.29519%
                                                  LEASE FUNDING NO: 94009

                                 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 10th day of October, 1994 ("Lease 
Commencement Date"); and will continue for a term of one hundred eight (108) 
months ending on 10th day of October, 2003.

2. Rent

   (a)  BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate 
rental charge of $1,934,304.48, payable in arrears in thirty-six (36) quarterly
installments of $53,730.68 each, beginning on January 10th 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 October 10, 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 lessor of (i) a daily rate of .000366% 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 10th 
day of October, 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      day of         , 1994.

      LESSOR:

      COCA-COLA FINANCIAL CORPORATION

      By:

      Title: