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                 EXHIBIT 10.2

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                                                   TREASURY BOND 6.79%
                                                   RENTAL FACTOR 3.16478%
                                                   LEASE FUNDING NO: 95009


                        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 14th day of August, 1995 ("Lease
Commencement Date"); and will continue for a term of one hundred eight (108)
months ending on 14th day of August, 2004.

2. Rent

   (a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $2,128,819.68, payable in arrears in thirty-six (36) quarterly
installments of $59,133.88 each, beginning on November 14, 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 August 14, 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.

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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.

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  IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly
executed and delivered by its duly authorized officers, this 14th day
of August, 1995.



   LESSEE:
  

   COCA-COLA BOTTLING CO. CONSOLIDATED


(CORPORATE SEAL)                          By: (Signature of Brenda B. Jackson)
                                               Brenda B. Jackson

Attest:  (Signature of Patricia A. Gill)  Title: Vice President & Treasurer

Title:  Assistant Secretary

Accepted in Atlanta, Georgia, this 14th day of August, 1995.

    LESSOR:
    
    COCA-COLA FINANCIAL CORPORATION

    By: (Signature of Andre Balfour)
    Title: Operations Manager

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          CERTIFICATE OF ACCEPTANCE

    This Certificate of Acceptance is executed and delivered under and pursuant
to the terms of that certain Master Equipment Lease dated February 9, 1993 (the
"Lease") between Coca-Cola Financial Corporation ("Lessor") and Coca-Cola 
Bottling Co. Consolidated ("Lessee"). This Certificate of Acceptance shall be
deemed to be a part of, and shall be governed by, the terms and conditions of 
the Lease and words and phrases defined in the Lease shall have the same 
meanings in this Certificate of Acceptance. 

  The undersigned, the Lessee under the Lease, acknowledges and agrees that the
Equipment described on the manufacturers' invoices summarized on the attached 
Exhibit "A", has been delivered to Lessee and installed and has been accepted 
by the Lessee under and pursuant to and subject to all terms and conditions of
the Lease, and that such Equipment is in good order and condition and is of the
manufacture, design and capacity selected by Lessee and is suitable for 
Lessee's purposes. Lessee understands that Lessor is relying on the foregoing 
certification in its purchase of such Equipment and, to induce Lessor to 
purchase such Equipment, Lessee agrees that it will settle all claims, defenses,
set-offs and counterclaims it may have with the manufacturer directly with the
manufacturer and will not assert any thereof against Lessor, that its obligation
to Lessor is absolute, and that Lessor is neither the manufacturer, distributor
nor seller of such Equipment.

   This Certificate of Acceptance does not and shall not limit, abrogate or
detract from any rights or claims against any manufacturer or vendor of the
Equipment including, but not limited to, any warranties or representations 
written or oral, statutory, express or implied.

   IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to be
executed and delivered by its duly authorized officers, the 14th day of 
August, 1995.

(CORPORATE SEAL)                      LESSEE: COCA-COLA BOTTLING CO.
CONSOLIDATED

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

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