EXHIBIT 10.4


                                                       TREASURY BOND 6.20%
                                                       RENTAL FACTOR 3.08672%
                                                       LEASE FUNDING NO: 95007

                             LEASE SUPPLEMENT TO
                  MASTER EQUIPMENT LEASE (the "Master Lease")
                                    BETWEEN
                  COCA-COLA FINANCIAL CORPORATION ("Lessor")
                                      AND
                 COC-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
                               DATED: February 9, 1993

1. Term

The "Initial Term" shall commence on the 20th day of June, 1995 ("Lease
Commencement Date"); and will continue for a term of one hundred eight
(108) months ending on 20th day of June, 2004.

2. Rent

(a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,077,077.52, payable in arrears in thirty-six (36)
quarterly installments of $ 29,918.82 each, beginning on September 20,
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 June 20, 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 .0037
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 20th day of
June, 1995.

LESSEE:
COCA-COLA BOTTLING CO. CONSOLIDATED

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

Accepted in Atlanta, Georgia, this 29th day of June, 1995.

LESSOR:
COCA-COLA FINANCIAL CORPORATION

By: /s/ Andre Balfour
Title: Operations Manager