AMENDED AND RESTATED

                                     BY-LAWS

                                       0F

                       COCA-COLA BOTTLING CO. CONSOLIDATED

                                    Article I

                                     OFFICES

         SECTION 1. Principal Office. The principal office of the Corporation
 shall be located at Charlotte, North Carolina, and the address of the
 registered office of the Corporation in the State of Delaware and the name of
 the registered agent at such address shall be as specified in the Certificate
 of Incorporation.

         SECTION 2. Other Offices. The Corporation may have offices at such
 other places, either within or without the State of Delaware as the Board of
 Directors may from time to time determine, or as the affairs of the Corporation
 may require.

                                   Article II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. Place of Meetings. All meetings of the stockholders shall be
held at the principal office of the Corporation, or at such other place, either
within or without the State of Delaware, as shall be designated in the notice of
the meeting or agreed upon by a majority of the stockholders entitled to vote
thereat.

         SECTION 2. Annual Meeting. The annual meeting of the stockholders shall
 be held within or without the State of Delaware at such time as may be
 determined by the Board of Directors. Such meetings shall be held for the
 purpose of electing directors of the Corporation and for the transaction of
 such other business as may be properly brought before the meeting.

         SECTION 3. Special Meetings. Special meetings of the stockholders may
 be called at any time by the Chairman of the Board, any Vice-Chairman,
 President, Secretary or the Board of Directors of the Corporation, or by any
 stockholder pursuant to the written request of the holders of not less than
 one-tenth (1/10th) of the total vote entitled to be cast at the meeting.

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          SECTION 4. Notice of Meeting. Written or printed notice stating the
 time and place of the meeting shall be delivered not less than ten (10) nor
 more than sixty (60) days before the date thereof, either personally or by
 mail, by or at the direction of the Board of Directors, Chairman of the Board,
 the Secretary or other person calling the meeting, to each stockholder of
 record entitled to vote at such meeting.

          In the case of an annual meeting, the notice of meeting need not
 specifically state the business to be transacted thereat, unless it is a
 matter, other than the election of directors, on which the vote of the
 stockholders is expressly required by the provisions of the Delaware General
 Corporation Law. In the case of a special meeting, the notice of meeting shall
 specifically state the purpose or purposes for which the meeting is called.

          When a meeting is adjourned for thirty (30) days or more, or if after
 the adjournment a new record date is fixed for the adjourned meeting, notice of
 the adjourned meeting shall be given as in the case of an original meeting.
 When a meeting is adjourned for less than thirty (30) days in any one
 adjournment, it is not necessary to give notice of the adjourned meetinq other
 than by announcement at the meeting at which the adjournment is taken.

          SECTION 5. Voting Lists. At least ten (10) days before each meeting of
 stockholders, the Secretary shall prepare an alphabetical list of the
 stockholders entitled to vote at such meeting with the number of shares held by
 each and the list shall be open to examination of any stockholder at any time
 during the usual business hours, for a period of at least ten (10) days prior
 to the meeting either at a place within the city where the meeting is to be
 held, which place shall be specified in the notice of the meeting, or, if not
 so specified, at the place where the meeting is to be held. This list shall
 also be produced and kept open at the time and place of the meeting and shall
 be subject to inspection by any stockholder present during the whole time of
 the meeting.

          SECTION 6. Quorum. Subject to the provisions of Article IX hereof, the
 holders of shares representing a majority of the total outstanding vote of all
 shares entitled to vote, represented in person or by proxy shall constitute a
 quorum at meetings of stockholders. If there is no quorum at the opening of a
 meeting of stockholders, such meeting may be adjourned from time to time by the
 vote of a majority of the shares voting on the motion to adjourn; and, at any
 adjourned meeting at which a quorum is

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present, any business may be transacted which might have been transacted at the
original meeting.

          The stockholders at a meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum present.

          SECTION 7. Voting of Shares. The holders of shares of the
Corporation's classes of capital stock shall be entitled to the respective
voting rights granted in Article Fourth of the Corporation's Certificate of
Incorporation.

          In all matters other than the election of directors, the affirmative
vote of a majority of the total votes of all of the shares of the Corporation's
capital stock present in person or represented by proxy and entitled to vote on
the subject matter at a meeting of stockholders at which a quorum is present
shall be the act of the stockholders on that matter, unless the vote of a
greater number or by class is required by law, by the Certificate of
Incorporation or these By-laws. Directors shall be elected by a plurality of the
votes as provided in Article III Section 3.

          Voting on all matters except the election of directors shall be by
voice vote or by a show of hands, unless the holders of one tenth (1/10th) of
the total votes represented at the meeting shall, prior to the voting on any
matter, demand a ballot vote on that particular matter.

          If any stockholder so demands, election of directors shall be by
written ballot.

          SECTION 8. Informal Action by Stockholders. Any action which may be
taken at a meeting of the stockholders may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and filed with the
Secretary of the Corporation, to be kept in the Corporate minute book. Every
written consent shall bear the date of signature of each stockholder who signs
the consent, which date shall be no earlier than 60 days prior to the date such
consent is filed with the Secretary.

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                                  Article III

                                   DIRECTORS

          SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by the Board of Directors or by such Executive and other
Committees as the Board may establish pursuant to these By-laws.

          SECTION 2. Number, Term and Qualification. The number of directors of
the Corporation shall be determined from time to time by the stockholders or the
Board of Directors and shall be not less than nine and not more than twelve. The
Board of Directors shall be divided into three classes, each class to be as
nearly equal in number as possible. The successors of the directors whose terms
expire each year shall be elected to hold office for the term of three years, so
that the term of office of one class of directors shall expire in each year.
Directors need not be residents of the State of Delaware or stockholders of the
Corporation.

          SECTION 3. Election of Directors. Except as provided in Section 5 of
this Article, the directors shall be elected at the annual meeting of
stockholders; and those persons who receive the highest number of votes shall be
deemed to have been elected.

          SECTION 4. Removal. Directors may be removed from office only for
cause by a vote of stockholders holding a majority of the shares entitled to
vote at an election of directors. If any directors are so removed, new directors
may be elected at the same meeting.

          SECTION 5. Vacancies. Vacancies and newly-created directorships may be
filled by majority vote of the directors then in office, although less than a
quorum, or by a sole remaining director, to hold office until the next election
of the class for which such directors shall have been chosen, and until their
successors shall be elected and qualified.

          SECTION 6. Compensation. The Board of Directors may fix the
compensation of directors for their services as such and may provide for the
payment of all expenses incurred by directors in attending regular or special
meetings of the Board.

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          SECTION 7. Executive and Other Committees. The Board of Directors may,
by resolution adopted by a majority of the whole Board, designate one (1) or
more directors to constitute an Executive Committee, which Committee, to the
extent provided in such resolution, shall have and may exercise all of the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, including the power to declare dividends,
authorize the issuance of stock and adopt a certificate of ownership and merger
of the Corporation and any of its subsidiaries. The Board of Directors may, by
resolution adopted by a majority of the whole Board, from time to time designate
other committees of the Board, with such lawfully delegable powers and duties as
it thereby confers, to serve at the pleasure of the Board and shall, for these
committees, elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternative members who may
replace any absent or disqualified member at any meeting of the committee. No
committee may exercise any of the following powers: amend the Certificate of
Incorporation (except fixing preferred stock terms); adopt an agreement of
merger with any entity other than a subsidiary; recommend to stockholders a
sale of substantially all of the Corporation's assets; recommend to stockholders
the dissolution or revocation of dissolution of the Corporation; or amend the
By-laws.

          SECTION 8. Indemnification of Directors and Officers. The Corporation
shall indemnify to the fullest extent permitted by law any person made, or
threatened to be made, a party to an action, suit or proceeding by reason of the
fact that he, his testator or intestate is or was a director or officer of the
Corporation, or serves or served any other corporation at the request of the
Corporation. The Corporation may, but shall not be obligated to, maintain
insurance at its expense to protect itself and any such person against expense
or loss arising from any such action, suit, or proceeding.

          The indemnification provided by this Section shall apply to acts and
transactions occurring heretofore or hereafter and shall not be deemed exclusive
of any other rights to which those seeking indemnification are entitled under
any statute, certificate or articles of incorporation, by-laws, agreement, vote
of stockholders or directors or otherwise, both as to action in his official
capacity and as to action in any other capacity while holding such office, and
shall continue as to a person who has ceased to be an

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officer or director and shall inure to the benefit of the heirs, executors and
administrators of such a person.
                                   Article IV
                             MEETINGS OF DIRECTORS

          SECTION 1. Regular Meetings. A regular meeting of the Board of
Directors shall be held immediately after, and at the same place as, the annual
meeting of stockholders. In addition, the Board of Directors may provide, by
resolution, the time and place, either within or without the State of Delaware,
for the holding of additional regular meetings.

          SECTION 2. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, any
Vice Chairman, the President or any two (2) directors. Such meetings may be held
either within or without the State of Delaware.

          SECTION 3. Notice of Meetings. Regular meetings of the Board of
Directors may be held without notice.

          The person or persons calling a special meeting of the Board of
Directors shall, at least two (2) days before the meeting, give notice thereof
by any usual means of communication. Such notice need not specify the purpose
for which the meeting is called.

          Attendance by a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.


          SECTION 4. Quorum. A majority of the directors fixed by these by-laws
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors.

          SECTION 5. Manner of Acting. Except as otherwise provided in the
By-laws, and in the Certificate of Incorporation, the act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

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          SECTION 6. Participating in Meetings by Conference Telephone. Members
of the Board of Directors, or of any committee thereof, may participate in a
meeting of such board or committee by means of conference telephone or similar
equipment that enables all persons participating in the meeting to hear each
other. Such participation shall constitute presence in person at such meeting.

          SECTION 7. Informal Action by Directors or Committees. Action required
or permitted to be taken at any meeting of the Board of Directors or any
Committee thereof may be taken without a meeting, if all of the members of the
Board or Committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of the proceedings of the Board
or Committee whether done before or after the actions so taken.

          SECTION 8. Presumption of Assent. A director who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action unless his dissent shall
be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as secretary of the meeting
promptly following approval of the minutes of the meeting.

                                   Article V

                                  THE OFFICERS

          SECTION 1. Number. The executive officers of the Corporation shall be
a Chairman of the Board, one or more Vice Chairmen, a President, a Secretary, a
Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers
and other officers as the Board of Directors may from time to time elect. In
addition, there shall be such appointed officers as from time to time are
appointed by an executive officer authorized by Section 2 of this Article V to
make such appointments. Any two (2) or more offices may be held by the same
person except the offices of President and Secretary.

          SECTION 2. Election and Term. The executive officers of the
Corporation shall be elected by the Board of Directors, however, Vice
Presidents, Assistant Secretaries and Assistant Treasurers may be appointed by
an executive officer of the Corporation expressly authorized by the Board to
make such appointments. Such elections may be held at any regular or special
meeting of the Board. Each

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officer shall hold office until his or her death, resignation, retirement,
removal, disqualification or his or her successor is appointed or elected and
qualifies, as applicable.

          SECTION 3. Removal. Any officer or agent elected by the Board of
Directors or appointed by an authorized officer may be removed by the Board, and
any officer or agent appointed by an authorized officer may be removed by the
appointing officer, with or without cause in each instance.

          SECTION 4. Compensation. The compensation of all officers of the
Corporation shall be fixed by the Board of Directors, except that the
compensation of officers appointed by an authorized officer may be fixed by the
appointing officer.

          SECTION 5. The Chairman of the Board. The Chairman of the Board of
Directors shall, when present, preside at all meetings of the stockholders and
of the Board of Directors. The Chairman shall also perform such other duties as
may be directed by the Board of Directors.

          SECTION 6. The Vice Chairmen. The Vice Chairmen of the Board of
Directors shall perform such duties and have such authority as may be directed
by the Chairman of the Board and/or the Board of Directors and shall, in the
absence of the Chairman, preside at all meetings of stockholders and the Board
of Directors.

          SECTION 7. The President. The President shall perform such duties and
have such authority as may be directed by the Chairman of the Board, a Vice
Chairman who is serving as chief executive officer, and/or the Board of
Directors.

          SECTION 8. The Vice-Presidents. The Vice-Presidents shall perform such
duties and have such authority as the Board of Directors, the Chairman of the
Board, any Vice Chairmen and/or President, as applicable, shall prescribe.

          SECTION 9. The Secretary. The Secretary shall, except where otherwise
directed by the Board of Directors, Chairman of the Board, any Vice Chairman
and/or President, (a) record the proceedings of the meetings of stockholders and
directors in a book to be kept for that purpose, (b) give all notices required
by law and by these by-laws, (c) have general charge of the corporate books and
records and of the corporate seal, and affix the


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corporate seal to any lawfully-executed instrument requiring it, (d) shall have
general charge of the stock transfer books of the Corporation and keep, at the
registered or principal office of the Corporation, a record of stockholders
showing the name and address of each stockholder and the number and class of
shares held by each, and (e) sign such instruments as may require the
Secretary's signature and, in general, perform all duties incident to the
office of Secretary, and such other duties as may be assigned to the Secretary
from time to time by the Board of Directors, Chairman of the Board, any Vice
Chairman, and/or President, as applicable, shall prescribe.

          SECTION 10. The Treasurer. The Treasurer shall, except where otherwise
directed by the Board of Directors, Chairman of the Board, any Vice Chairman
and/or President, (a) have custody of all funds and securities belonging to the
Corporation and receive, deposit and disburse the same under the direction of
the Board of Directors, Chairman of the Board, any Vice Chairman and/or
President, as applicable, (b) keep full and accurate accounts of the finances of
the Corporation in books especially provided for that purpose, and (c) in
general, perform all duties incident to such office and such other duties as may
be assigned from time to time by the Board of Directors, Chairman of the Board,
any Vice Chairman and/or President, as applicable.

          SECTION 11. Assistant Secretaries and Treasurers. The Assistant
Secretaries and Assistant Treasurers shall, in the absence or disability of the
Secretary or the Treasurer, respectively, perform the duties and exercise the
powers of those officers, and they shall, in general, perform such other duties
as shall be assigned to them by the Secretary or the Treasurer, respectively, or
by the Board of Directors, Chairman of the Board, any Vice Chairman, and/or
President, as applicable.

          SECTION 12. Bonds. The Board of Directors may, by resolution, require
any and all officers, agents and employees of the Corporation to give bond to
the Corporation, with sufficient sureties, conditioned on the faithful
performance of the duties of their respective offices or positions, and to
comply with such other conditions as may from time to time be required by the
Board of Directors.

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                                   Article VI

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

          SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument on behalf of the Corporation, and such authority may be general
or confined to specific instances.

          SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

          SECTION 3. Checks and Drafts. All checks, drafts or other orders for
the payment of money issued in the name of the Corporation shall be signed by
such officer or officers, agent or agents of the Corporation and in such manner
as shall from time to time be determined by resolution of the Board of
Directors.

          SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such depositories as the Board of Directors may select.

                                  Article VII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

          SECTION 1. Certificates for Shares. Certificates representing shares
of the Corporation shall be issued in such form as the Board of Directors shall
determine to every stockholder for the fully-paid shares owned by him. These
certificates shall be signed by, or bear the facsimile signature of, the
Chairman of the Board, any Vice Chairman, President or any Vice-President and
the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer. They shall
be consecutively numbered or otherwise identified; and the name and address of
the persons to whom they are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Corporation.

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          SECTION 2. Transfer of Shares. Transfer of shares shall be made on the
stock transfer books of the Corporation only upon surrender of the certificates
for the shares sought to be transferred by the record holder thereof or by his
duly-authorized agent, transferee or legal representative. All certificates
surrendered for transfer shall be canceled before new certificates for the
transferred shares shall be issued.

          SECTION 3. Fixing Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof or entitled to receive payment of any dividend or in
order to make a determination of stockholders for any other proper purpose, the
Board of Directors may fix in advance a date as the record date for such
determination of stockholders, such record date in any case to be not more than
sixty (60) days and not less than ten (10) days immediately preceding the date
on which the particular action requiring such determination of stockholders is
to be taken.

          If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held.


          SECTION 4. Lost Certificates. The Board of Directors may authorize the
issuance of a new share certificate in place of a certificate claimed to have
been lost or destroyed, upon receipt of an affidavit of such fact from the
person claiming the loss or destruction. When authorizing the issuance of a new
certificate, the Board may require the claimant to give the Corporation a bond
in such sum as it may direct to indemnify the Corporation against loss from any
claim with respect to the certificate claimed to have been lost or destroyed; or
the Board may, by resolution reciting that the circumstances justify such
action, authorize the issuance of the new certificate without requiring such a
bond.

                                  Article VIII

                               GENERAL PROVISIONS

          SECTION 1. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its

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outstanding  shares in the manner and upon the terms and  conditions  provided
by law and by its  Certificate  of Incorporation.

          SECTION 2. Seal. The corporate seal of the Corporation shall consist
of two concentric circles between which is the name of the Corporation and in
the center of which is inscribed SEAL; and such seal, as impressed on the margin
hereof, is hereby adopted as the corporate seal of the Corporation.

          SECTION 3. Waiver of Notice. Whenever any notice is required to be
given to any stockholder or director under the provisions of the Delaware
General Corporation Law or under the provisions of the Certificate of
Incorporation or these By-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be equivalent to giving such notice.

          SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be as
fixed by the Board of Directors.

          SECTION 5. Shareholder Protection Act. The provisions of The North
Carolina Shareholder Protection Act specified in Article VII of The North
Carolina Business Corporation Act shall not apply to transactions involving the
Corporation, and pursuant to Section 55-9-05 [formerly Section 55-79(ii)] of
said Act, this By-law provision shall formally exempt the Company from the
provisions of Article VII. Any transactions otherwise falling within the scope
of The North Carolina Shareholder Protection Act shall be governed by the
general provisions of The North Carolina Business Corporation Act, to the extent
it applies.

                                   Article IX

                                   AMENDMENTS

          Except as hereinafter otherwise provided, these By-laws may be amended
or repealed and new by-laws may be adopted by the affirmative vote of a majority
of the number of directors fixed by the Certificate of Incorporation and these
By-laws at any regular or special meeting of the Board of Directors, provided
that

          (a) the Board of Directors shall have no power to adopt a by law -

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                   (i) Requiring the holders of more than a majority of the
           shares having voting power to be present or represented by proxy at
           any meeting in order to constitute a quorum or requiring more than a
           majority of the votes cast in person or by proxy to be necessary for
           the transaction of any business, except where higher percentages are
           required by law or by the Certificate of Incorporation, or

                   (ii) Providing for the management of the Corporation
           otherwise than by the Board of Directors or its Executive Committee,

          (b) the affirmative vote of two-thirds of the total number of shares
outstanding and entitled to vote shall be required to amend, alter, change or
repeal Article II, Section 8; Article III, Sections 2 and 4; Article IV, Section
5; and this Article IX of these By-laws.

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