EXHIBIT 4.12
                              SECOND AMENDMENT

         THIS SECOND AMENDMENT (this "Amendment") is made as of February ____,
2000, by and among COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation
(the "Borrower"), the lending institutions signatory hereto (the "Lenders"), and
GENERAL ELECTRIC CAPITAL CORPORATION, as agent (the "Agent", or in its capacity
as a Lender, "GECC"). Capitalized terms not otherwise defined herein shall be
ascribed the meanings set forth in the Loan Agreement (defined hereafter).

         WHEREAS, Borrower has heretofore entered into that certain Loan
Agreement, dated as of November 20, 1995, with the Lenders and LTCB Trust
Company ("LTCB"), as agent (the "Original Loan Agreement"), pursuant to which
the Lenders have agreed to make term loans in the amount of $170,000,000 (the
"Loan") to the Borrower; and

         WHEREAS, the Original Loan Agreement was amended by that certain
Amendment No. 1 dated as of July 22, 1997 (the "First Amendment") among the
Borrower, LTCB, as agent, and the Lenders party thereto. The Original Loan
Agreement, as amended by the First Amendment, is the "Loan Agreement".

         WHEREAS, effective October 6, 1999, LTCB has assigned all of its
interests as a Lender under the Loan Agreement to GECC and LTCB has resigned its
position as agent under the Loan Agreement; and

         WHEREAS, effective October 6, 1999, the Agent has been appointed by the
Required Banks to serve as agent under the Loan Agreement in replacement of
LTCB; and

         WHEREAS, in light of the change in agent under the Loan Agreement from
LTCB to Agent, the Borrower has requested that the Agent and the Lenders agree
to amend certain definitions contained in the Loan Agreement and make certain
other modifications to the Loan Agreement and the other Loan Documents as more
particularly set forth below; and

         WHEREAS, the Agent and the Lenders signing this Amendment are willing
to amend such definitions and make certain other modifications to the Loan
Agreement all upon the terms and conditions set forth in this Amendment.

         NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.       AMENDMENT OF DEFINITIONS. Subject to the terms and conditions of this
         Amendment, the Loan Agreement and the other Loan Documents are hereby
         amended as follows:

         (a)      The definition of "LIBOR" in Section 1.01 of the Loan
                  Agreement is hereby deleted in its entirety and the following
                  is inserted in lieu thereof:

                           "'LIBOR' shall mean, for any Interest Period, the
                           rate per annum, as determined by the Agent (rounded
                           upwards, if necessary, to the

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                           nearest 1/16 of 1%) to be the rate for deposits in
                           Dollars for the applicable Interest Period which
                           appears on the Telerate Page 3750 at approximately
                           11:00 a.m. London time, two Business Days prior to
                           the first day of such Interest Period having a term
                           comparable to such Interest Period and in an amount
                           comparable to the principal amount of the Loan
                           scheduled to be outstanding for such Interest Period.
                           If, for any reason, such rate is not available, then
                           'LIBOR' shall mean the rate per annum at which, in
                           the opinion of the Agent, Dollars in an amount
                           comparable to the principal amount of the Loan
                           scheduled to be outstanding are being offered to
                           leading banks for settlement in the London interbank
                           market at approximately 11:00 a.m. London time, two
                           Business Days prior to the first day of such Interest
                           Period having a term comparable to such Interest
                           Period."

         (b)      The definition of "Prime Rate" in Section 1.01 of the Loan
                  Agreement is hereby deleted in its entirety and the following
                  is inserted in lieu thereof:

                           "'Prime Rate' shall mean the rate of interest from
                           day to day announced by the Agent as the higher on
                           that day of (i) the rate publicly quoted from time to
                           time by The Wall Street Journal in the Money Rates
                           section as the 'prime rate' (or, if The Wall Street
                           Journal ceases quoting a prime rate, the highest per
                           annum rate of interest published by the Federal
                           Reserve Board in Federal Reserve statistical release
                           H.15 (519) entitled 'Selected Interest Rates' as the
                           bank prime loan rate or its equivalent), and (ii) the
                           weighted average of the interest rates on overnight
                           federal funds transactions among members of the
                           Federal Reserve System plus fifty (50) basis points
                           per annum. Each change in any interest rate provided
                           for herein or in the Notes based upon the Prime Rate
                           resulting from a change in the Prime Rate shall take
                           effect at the time of such change in the Prime Rate."

         (c) The definition of "Reference Banks" in Section 1.01 is hereby
deleted in its entirety. Any reference to the term "Reference Banks" elsewhere
in the Loan Documents shall be deemed to be a reference to Agent.

         (d)      Any reference in any of the Loan Documents to LTCB shall be
deemed to be a reference to GECC.

2.       CHANGE OF NOTICE ADDRESS; LENDING OFFICE. The notice address for each
         of Agent and GECC shall be as follows:

         Address:          3379 Peachtree Road, Northeast

                           Suite 600

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                           Atlanta, Georgia  30326

         Telex No.:

         Telecopier No.:   (404) 262-9034

         Telephone No.:    (404) 814-3100

         Attention:        Ms. Elaine Moore, Senior Vice President

The Lending Office of GECC shall be as follows:

         Address:          3379 Peachtree Road, Northeast

                           Suite 600

                           Atlanta, Georgia  30326

3.       REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
         warrants to the Agent and the Lenders that (a) this Amendment has been
         duly authorized, executed and delivered by the Borrower, (b) no Default
         or Event of Default has occurred and is continuing as of this date, and
         (c) all of the representations and warranties made by the Borrower in
         Sections 7.01 through 7.03, 7.07 through 7.14, 7.17, and 7.19 of the
         Loan Documents are true and correct in all material respects on and as
         of the date of this Amendment (except to the extent that any such
         representations or warranties expressly referred to a specific prior
         date). Any breach by the Borrower of any of the representations and
         warranties contained in this Section shall be an Event of Default for
         all purposes under the Loan Agreement and the other Loan Documents.

4.       CONDITIONS PRECEDENT. The effectiveness of the amendments in Section 1
         of this Amendment shall be conditioned upon receipt by the Agent of the
         following (or upon the written waiver thereof approved and executed by
         the Agent and the Required Banks, in their respective discretion):

         (a)      The Agent shall have received a certificate of an appropriate
                  officer of the Borrower, in form and substance satisfactory to
                  the Agent, with respect to (i) the organizational documents of
                  the Borrower, (ii) the resolutions authorizing the execution,
                  delivery and performance of this Amendment and all documents
                  executed and delivered to the Agent in connection therewith
                  and (iii) the incumbency of officers of such Credit Party
                  authorized to execute and deliver this Amendment.

         (b)      The Agent shall have received evidence satisfactory to it of
                  the Borrower's existence and good standing in its jurisdiction
                  of formation.

         (c)      The Agent shall have received an opinion of counsel to the
                  Borrower regarding (i) the due authorization and execution of
                  the this Amendment, (ii) the enforceability of this Amendment
                  and (iii) such other matters as may be

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                  requested by the Agent or the Required Banks, all in form and
                  substance satisfactory to the Agent and the Required Banks.

         (d)      The Agent shall have received such other documents,
                  certificates and instruments as the Agent may reasonably
                  request.

         (e)      The Agent shall have received all fees and expenses incurred
                  by the Agent in connection with the negotiation, preparation
                  and execution of this Amendment including, without limitation,
                  the legal fees and other out of pocket expenses of the Agent.

5.       RATIFICATION. The Borrower hereby ratifies and reaffirms each and every
         term, covenant and condition set forth in the Loan Agreement and all
         other documents delivered by the Borrower in connection therewith
         (including without limitation the other Loan Documents to which the
         Borrower is a party), effective as of the date hereof.

6.       ESTOPPEL. To induce the Agent and the Lenders to enter into this
         Amendment, the Borrower hereby acknowledges and agrees that, as of the
         date hereof, there exists no right of offset, defense or counterclaim
         in favor of the Borrower as against the Agent or any Lender with
         respect to the obligations of the Borrower to the Agent or any Lender
         under the Loan Agreement or the other Loan Documents, either with or
         without giving effect to this Amendment. The Borrower hereby confirms
         its obligation to repay the entire outstanding principal balance of the
         Loan, together with all interest accrued thereon, and any other charges
         and fees now due or hereafter becoming due to Agent or any Lender, all
         in accordance with the provisions of the Loan Agreement and the other
         Loan Documents.

7.       EFFECTIVENESS OF THIS AMENDMENT. All of the provisions of this
         Amendment shall be effective immediately upon the delivery to the Agent
         of this Amendment executed by the Borrower, the Agent and the requisite
         number of Lenders whose consent is required under the Loan Agreement to
         effect the amendments herein.

8.       REIMBURSEMENT OF EXPENSES. The Borrower agrees that it shall reimburse
         the Agent on demand for all costs and expenses (including, without
         limitation, reasonable attorney's fees) actually incurred by the Agent
         in connection with the negotiation, preparation and execution of the
         Amendment and all documents executed and delivered to the Agent in
         connection therewith. The reimbursement obligations under this
         Amendment shall constitute Obligations under the Loan Agreement.

9.       GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
         ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

10.      SEVERABILITY OF PROVISIONS. Any provision of this Amendment which is
         prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions hereof
         or affecting the validity or enforceability of such provision in any
         other jurisdiction. To the extent permitted by applicable law, the
         Borrower hereby waives any

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         provision of law that renders any provision hereof prohibited or
         unenforceable in any respect.

11.      SUCCESSORS AND ASSIGNS; COUNTERPARTS; FACSIMILE DELIVERY. This
         Amendment shall be binding upon all parties hereto, their successors
         and permitted assigns. This Amendment may be executed in any number of
         counterparts, each of which shall be deemed to be an original but all
         of which together shall be deemed to be one instrument. This Amendment
         may be delivered by facsimile transmission with the same effect as if
         originally executed counterparts of this Amendment were delivered to
         all parties hereto.

12.      ENTIRE AGREEMENT. The Loan Agreement and the other Loan Documents, as
         amended by this Amendment, embody the entire agreement among the
         parties hereto relating to the subject matter hereof and supersede all
         prior agreements, representations and understandings, if any, relating
         to the subject matter hereof.

         IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized, as of the date
first above written.

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<CAPTION>
<S>                                                          <C>
BORROWER:                                                    AGENT:
--------                                                     -----

COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware              GENERAL ELECTRIC CAPITAL CORPORATION
corporation,

By:                                                          By:
    ------------------------------                              -----------------------------
Name:                                                        Name:
Title:                                                       Title:



GENERAL ELECTRIC CAPITAL CORPORATION, as Lender              DG BANK, as Lender


By:                                                          By:
    ------------------------------                              -------------------------------
Name:                                                        Name:
Title:                                                       Title:


FLEET NATIONAL BANK, as Lender                               INDUSTRIAL BANK OF JAPAN, LTD., as


By:                                                          By:
    ------------------------------                              ------------------------------
Name:                                                        Name:
Title:                                                       Title:

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<PAGE>

SOCIETE GENERALE, as Lender                                  WACHOVIA BANK OF NORTH CAROLINA, N.A., as Lender


                                                             By:
By:                                                             -------------------------------
    ------------------------------                           Name:
Name:                                                        Title:
Title:

SUNTRUST BANK, as Lender                                     CHIBA BANK, LTD., as Lender


By:                                                          By:
    ------------------------------                              ------------------------------
Name:                                                        Name:
Title:                                                       Title:

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