TREASURY BOND 7.78%
                                                      RENTAL FACTOR 3.29480%
                                                      LEASE FUNDING NO: 94010



                            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 26th day of October, 1994 ("Lease
Commencement Date"); and will continue for a term of one hundred eight (108)
months ending on 26th day of October, 2003.

2. Rent

   (a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,099,719.00, payable in arrears in thirty-six (36) quarterly
installments of $30,547.75 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 October 26, 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 .00037% 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   day of              , 1994.

   LESSOR:

   COCA-COLA FINANCIAL CORPORATION

   By:
   Title: