EXHIBIT 10.10


TREASURY BOND 7.57%
RENTAL FACTOR 3.31328%
LEASE FUNDING NO: 95002

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 9th day of March, 1995 ("Lease
Commencement Date"); and will continue for a term of one hundred eight (108) 
months ending on 9th day of March, 2004.

2.  Rent

     (a)  BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate 
rental charge of $927,129.96, payable in arrears in thirty-six (36) quarterly
installments of $25,753.61 each, beginning on June 9, 1995 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 March 9, 2004.
     (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 .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 the 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 9th day of March, 1995.

          LESSEE:

          COCA-COLA BOTTLING CO. CONSOLIDATED

(CORPORATE SEAL)              By: /s/ Brenda B. Jackson
Attest:Patricia A. Gill       Title: Vice President & Treasurer
Title:Assistant Secretary

Accepted in Atlanta, Georgia, this 30 day of MARCH, 1995

          LESSOR

          COCA-COLA FINANCIAL CORPORATION

          By: Andre Balfour
          Title: OPERATIONS MANAGER