UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                   FORM 10-K/A-2

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                  For the fiscal year ended December 29, 1996
                          Commission file number 0-9286

                       COCA-COLA BOTTLING CO. CONSOLIDATED
             (Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>

                  DELAWARE                                             56-0950585
<S>                                                                <C>   

(State or other jurisdiction of incorporation or organization)     (I.R.S. Employer Identification
                                                                        Number)
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               1900 REXFORD ROAD, CHARLOTTE, NORTH CAROLINA 28211
               (Address of principal executive offices) (Zip Code)

                                 (704) 551-4400
              (Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:  None
Securities Registered Pursuant to Section 12(g) of the Act:
                          Common Stock, $1.00 par value
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X    No_

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements,
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.___

State the aggregate market value of voting stock held by non-affiliates of the
Registrant.
                                              MARKET VALUE AS OF MARCH 10, 1997
     Common Stock, $1 par value                       $267,413,000
     Class B Common Stock, $1 par value                       *
*No market exists for the shares of Class B Common Stock, which is neither
registered under Section 12 of the Act nor subject to Section 15(d) of the Act.
The Class B Common Stock is convertible into Common Stock on a share for share
basis at the option of the holder.

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

               CLASS                           OUTSTANDING AS OF MARCH 10, 1997
                -----                          --------------------------------
     Common Stock, $1 Par Value                         7,044,985
     Class B Common Stock, $1 Par Value                 1,319,862

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of Proxy Statement to be filed pursuant to Section 14 of the Exchange
Act with respect to 1996 Annual Meeting of Shareholders.....Part III, Items
10-13
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The Registrant hereby amends the following items, financial statements, exhibits
or other portions of its Annual Report on Form 10-K for the fiscal year ended
December 29, 1996, which was filed with the Commission on March 25, 1997, as set
forth in the pages attached hereto:

         A. Part IV, Item 14 A.3(ii) of the Annual Report on Form 10-K is
         amended to reflect the filing of Exhibit (99.1), "Information,
         Financial Statements and Exhibits required by Form 11-K with Respect to
         the Coca-Cola Bottling Co. Consolidated Savings Plan."

         B. Exhibit (99.1), "Information, Financial Statements and Exhibits
         Required by Form 11-K with Respect to the Coca-Cola Bottling Co.
         Consolidated Savings Plan" is filed pursuant to Rule 15d-21 of the
         Securities Act of 1934. The information is filed separately under cover
         of Form SE.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                      COCA-COLA BOTTLING CO. CONSOLIDATED
                                                  (Registrant)



                                      By:      _____________________________
                                                        David V. Singer
                                       Vice President & Chief Financial Officer


Dated:  June  27, 1997