UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934


For the quarterly period ended               September 29, 1996


Commission File Number                             0-9286

 
                       COCA-COLA BOTTLING CO. CONSOLIDATED
             (Exact name of registrant as specified in its charter)

          Delaware                                       56-0950585
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

               1900 Rexford Road, Charlotte, North Carolina 28211
               (Address of principal executive offices) (Zip Code)

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


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

           Class                                 Outstanding at November 5, 1996
Common Stock, $1 Par Value                                   7,958,059
Class B Common Stock, $1 Par Value                           1,336,362

<PAGE>



                         PART I - FINANCIAL INFORMATION


Item l. Financial Statements

Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 In Thousands (Except Share Data)

<TABLE>
<CAPTION>



                                                         Sept. 29,        Dec. 31,           Oct. 1,
                                                            1996            1995              1995
<S>                                                     <C>              <C>               <C> 
ASSETS

Current Assets:
Cash                                                    $    2,709       $    2,434        $    2,723
Accounts receivable, trade, less allowance for
 doubtful accounts of $413, $406 and $401                   27,800           12,098            11,180
Accounts receivable from The Coca-Cola Company               1,535            6,725             6,337
Due from Piedmont Coca-Cola Bottling Partnership                              4,584             1,457
Accounts receivable, other                                   5,372            9,492             4,577
Inventories                                                 32,780           27,989            33,447
Prepaid expenses and other current assets                    7,732            6,935             5,538
                                                        ----------       ----------         ---------
  Total current assets                                      77,928           70,257            65,259
                                                        ----------       ----------         ---------

Property, plant and equipment, less accumulated
 depreciation of $158,301, $153,602 and $152,271           189,706          191,800           189,118
Investment in Piedmont Coca-Cola Bottling Partnership       65,697           65,624            66,629
Other assets                                                34,299           33,268            24,258
Identifiable intangible assets, less accumulated
 amortization of $92,936, $85,535 and $83,068              240,582          247,983           250,450
Excess of cost over fair value of net assets of
 businesses acquired, less accumulated
 amortization of $25,697, $23,980 and $23,407               65,922           67,639            68,212
                                                        ----------       ----------         ---------
  
Total                                                     $674,134         $676,571          $663,926
                                                        ==========       ==========         =========

</TABLE>


See Accompanying Notes to Consolidated Financial Statements

<PAGE>

Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)

<TABLE>
<CAPTION>



                                                                        Sept. 29,           Dec. 31,        Oct. 1,
                                                                           1996              1995             1995
<S>                                                                     <C>              <C>               <C>  
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Portion of long-term debt payable within one year                        $     105         $    120          $    174
Accounts payable and accrued liabilities                                    52,031           65,510            52,812
Accounts payable to The Coca-Cola Company                                    3,748            3,636             3,470
Due to Piedmont Coca-Cola Bottling Partnership                               1,207
Accrued compensation                                                         4,472            5,049             3,464
Accrued interest payable                                                     6,813            6,259             4,886
                                                                          --------         --------          --------
  Total current liabilities                                                 68,376           80,574            64,806
Deferred income taxes                                                      107,492           97,252            99,269
Other liabilities                                                           43,942           39,877            38,364
Long-term debt                                                             405,353          419,896           419,827
                                                                          --------         --------          --------
  Total liabilities                                                        625,163          637,599           622,266
                                                                          --------         --------          --------

Shareholders' Equity:
Convertible Preferred Stock, $100 par value:
 Authorized-50,000 shares; Issued-None
Nonconvertible Preferred Stock, $100 par value:
 Authorized-50,000 shares; Issued-None
Preferred Stock, $.01 par value:
 Authorized-20,000,000 shares; Issued-None
Common Stock, $1 par value:
 Authorized-30,000,000 shares;
 Issued-10,090,859 shares                                                   10,090           10,090            10,090
Class B Common Stock, $1 par value:
 Authorized-10,000,000 shares;
 Issued-1,964,476 shares                                                     1,965            1,965             1,965
Class C Common Stock, $1 par value:
 Authorized-20,000,000 shares; Issued-None
Capital in excess of par value                                             113,762          120,733           123,057
Accumulated deficit                                                        (59,062)         (76,032)          (71,902)
Minimum pension liability adjustment                                          (138)            (138)           (3,904)
                                                                          --------        ---------          --------
                                                                            66,617           56,618            59,306
Less-Treasury stock, at cost:
 Common-2,132,800 shares                                                    17,237           17,237            17,237
 Class B Common-628,114 shares                                                 409              409               409
                                                                          --------        ---------          --------
  Total shareholders' equity                                                48,971           38,972            41,660
                                                                          --------        ---------          --------

Total                                                                     $674,134         $676,571          $663,926
                                                                          ========        =========          ========

</TABLE>

See Accompanying Notes to Consolidated Financial Statements

<PAGE>


Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Data)

<TABLE>
<CAPTION>

                                                                      Third Quarter                  Nine Months
                                                                  1996           1995            1996           1995

<S>                                                            <C>            <C>             <C>            <C>      
Net sales (includes sales to Piedmont of $18,134, $19,355
  $47,823 and $55,664)                                         $ 204,579      $ 203,559       $ 590,154      $ 582,412
Cost of products sold, excluding depreciation shown
  below (includes $14,114, $16,715, $39,112 and
   $48,599 related to sales to Piedmont)                         114,641        120,832         332,535        340,477
                                                               ---------      ---------       ---------       --------
Gross margin                                                      89,938         82,727         257,619        241,935
                                                               ---------      ---------       ---------       --------
Selling expenses                                                  47,277         41,831         132,751        119,918
General and administrative expenses                               13,879         13,868          40,722         40,839
Depreciation expense                                               7,137          6,786          21,199         19,756
Amortization of goodwill and intangibles                           3,060          3,058           9,175          9,173
                                                               ---------      ---------       ---------      ---------
Income from operations                                            18,585         17,184          53,772         52,249
Interest expense                                                   7,543          8,312          22,702         25,205
Other income (expense), net                                       (1,252)        (1,099)         (3,862)        (2,656)
                                                               ---------      ---------       ---------      ---------  
Income before income taxes                                         9,790          7,773          27,208         24,388
Federal and state income taxes                                     3,302          3,134          10,238          9,738
                                                               ---------      ---------       ---------      ---------
Net income                                                     $   6,488      $   4,639       $  16,970      $  14,650
                                                               =========      =========       =========      =========

Net income per share                                           $     .70      $     .50       $    1.83      $    1.58

Cash dividends per share:
 Common Stock                                                  $     .25      $     .25       $     .75      $     .75
 Class B Common Stock                                                .25            .25             .75            .75
Weighted average number of Common and
 Class B Common shares outstanding                                 9,294          9,294           9,294          9,294

</TABLE>

See Accompanying Notes to Consolidated Financial Statements

<PAGE>
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
In Thousands

<TABLE>
<CAPTION>


                                                               Capital                            Minimum
                                            Class B              in                               Pension
                           Common           Common            Excess of         Accumulated      Liability          Treasury
                            Stock            Stock            Par Value           Deficit        Adjustment          Stock


<S>                        <C>              <C>               <C>               <C>              <C>               <C>
Balance on
 January 1, 1995           $10,090          $ 1,965           $130,028          $ (86,552)       $ (3,904)         $ 17,646
Net income                                                                         14,650
Cash dividends
 paid:
 Common                                                         (6,971)

Balance on
 October 1, 1995           $10,090          $ 1,965           $123,057          $ (71,902)       $ (3,904)         $ 17,646
                           =======          =======           ========          =========        ========          ========


Balance on
 December 31, 1995         $10,090          $ 1,965           $120,733          $ (76,032)       $   (138)         $ 17,646
Net income                                                                         16,970
Cash dividends
 paid:
 Common                                                         (6,971)
Balance on
 September 29, 1996        $10,090          $ 1,965           $113,762          $ (59,062)       $   (138)         $ 17,646
                           =======          =======           ========          =========        ========          ========

</TABLE>


See Accompanying Notes to Consolidated Financial Statements


<PAGE>

Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
In Thousands

<TABLE>
<CAPTION>

                                                                                           Nine Months
                                                                                     1996                1995

<S>                                                                                <C>                <C>
Cash Flows from Operating Activities
Net income                                                                         $ 16,970           $ 14,650
Adjustments to reconcile net income to net cash provided
 by operating activities:
  Depreciation expense                                                               21,199             19,756
  Amortization of goodwill and intangibles                                            9,175              9,173
  Deferred income taxes                                                              10,238              9,738
  Losses on sale of property, plant and equipment                                     1,737              1,037
  Amortization of debt costs                                                            396                344
  Undistributed (earnings) losses of Piedmont Coca-Cola                                 (73)             1,100
    Bottling Partnership
  Increase in current assets less current liabilities                               (19,593)           (13,886)
  Increase in other noncurrent assets                                                (1,401)            (1,076)
  Increase in other noncurrent liabilities                                            4,708              2,746
  Other                                                                                   3                132
                                                                                   --------           -------- 
Total adjustments                                                                    26,389             29,064
                                                                                   --------           --------

Net cash provided by operating activities                                            43,359             43,714
                                                                                   --------           --------
Cash Flows from Financing Activities
Payments on long-term debt                                                          (14,543)           (13,144)
Cash dividends paid                                                                  (6,971)            (6,971)
Other                                                                                  (726)             1,721
                                                                                   --------           --------
Net cash used in financing activities                                               (22,240)           (18,394)
                                                                                   --------           --------
Cash Flows from Investing Activities
Additions to property, plant and equipment                                          (21,402)           (26,304)
Proceeds from the sale of property, plant and equipment                                 558              1,895
                                                                                   --------           --------
Net cash used in investing activities                                               (20,844)           (24,409)
                                                                                   --------           --------
Net increase in cash                                                                    275                911
Cash at beginning of period                                                           2,434              1,812
                                                                                   --------           --------
Cash at end of period                                                             $   2,709          $   2,723
                                                                                   ========           ========

</TABLE>

See Accompanying Notes to Consolidated Financial Statements

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)




1. Accounting Policies

The consolidated financial statements include the accounts of Coca-Cola Bottling
Co.  Consolidated  and its majority  owned  subsidiaries  (the  "Company").  All
significant intercompany accounts and transactions have been eliminated.

The  information  contained  in  the  financial  statements  is  unaudited.  The
statements  reflect all  adjustments  which,  in the opinion of management,  are
necessary for a fair statement of the results for the interim periods presented.
All such adjustments are of a normal, recurring nature.

The  accounting  policies  followed  in the  presentation  of interim  financial
results are the same as those  followed on an annual basis.  These  policies are
presented in Note 1 to the  consolidated  financial  statements  included in the
Company's  Annual Report on Form 10-K for the year ended December 31, 1995 filed
with the Securities and Exchange Commission.

Certain  prior year  amounts have been  reclassified  to conform to current year
classifications.

<PAGE>
Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


2. Summarized Income Statement Data of Piedmont Coca-Cola Bottling Partnership

On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont Coca-Cola
Bottling  Partnership  ("Piedmont") to distribute and market soft drink products
primarily in portions of North Carolina and South Carolina.  The Company and The
Coca-Cola Company, through their respective subsidiaries,  each beneficially own
a 50%  interest in  Piedmont.  The Company  provides a portion of the soft drink
products to Piedmont at cost and  receives a fee for  managing  the  business of
Piedmont  pursuant to a management  agreement.  Summarized income statement data
for Piedmont is as follows:

<TABLE>
<CAPTION>

                                       Third Quarter                        Nine Months
In Thousands                        1996           1995                1996            1995
-------------------------------------------------------------------------------------------

<S>                                <C>            <C>                 <C>            <C>     
Net sales                          $60,659        $59,396             $170,838       $163,856
Gross margin                        26,273         23,627               72,523         66,337
Income from operations               2,958          1,777                6,685          5,312
Net income (loss)                    1,880          (758)                  146         (2,200)

</TABLE>



3. Inventories

Inventories are summarized as follows:

<TABLE>
<CAPTION>


                                                   Sept. 29,         Dec. 31,           Oct. 1,
In Thousands                                          1996             1995              1995
---------------------------------------------------------------------------------------------

<S>                                                 <C>              <C>               <C>    
Finished products                                   $19,883          $17,809           $20,429
Manufacturing materials                              10,364            8,809            11,585
Plastic pallets and other                             2,533            1,371             1,433
                                                   ---------        ---------         ---------

Total inventories                                   $32,780          $27,989           $33,447
                                                    =======          =======           =======
</TABLE>

<PAGE>



Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)

4. Long-Term Debt

Long-term debt is summarized as follows:

<TABLE>
<CAPTION>

                                                               Fixed(F) or
                                                  Interest      Variable    Interest       Sept. 29,     Dec. 31,     Oct. 1,
In Thousands                        Maturity        Rate        (V) Rate      Paid           1996          1995         1995
-----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>              <C>      <C>          <C>           <C>          <C>      
Lines of Credit                       2000         5.37%            V        Varies       $    9,620    $  22,590    $  85,601

Term Loan Agreement                   2002-        6.39%            V        Varies          170,000      170,000      120,000
                                      2003

Medium-Term Notes                     1998         6.13%            V        Quarterly        10,000       10,000       10,000

Medium-Term Notes                     1998        10.05%            F        Semi-             2,000        2,000        2,000
                                                                              annually

Medium-Term Notes                     1999         7.99%            F        Semi-            28,585       28,585       66,500
                                                                              annually

Medium-Term Notes                     2000        10.00%            F        Semi-            25,500       25,500       55,000
                                                                              annually 

Medium-Term Notes                     2002         8.56%            F        Semi-            47,000       47,000       66,500
                                                                              annually

Debentures                            2007         6.85%            F        Semi-           100,000      100,000
                                                                              annually
Notes acquired in
 Sunbelt acquisition                  2001         8.00%            F        Quarterly           177          217          217

Capital leases and                    2000 -       6.85% -          F        Varies           12,576       14,124       14,183
 other notes payable                  2001        10.00%
                                                                                            --------     --------     --------
                                                                                             405,458      420,016      420,001
Less: Portion of long-
 term debt payable
 within one year                                                                                 105          120          174
---------------------------------------------------------------------------------------------------------------------------------
Long-term debt                                                                              $405,353     $419,896     $419,827
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


    Coca-Cola Bottling Co. Consolidated
    Notes to Consolidated Financial Statements (Unaudited)



    4. Long-Term Debt (cont.)

    As of September  29,  1996,  the Company was in  compliance  with all of the
    covenants of its various borrowing agreements.

    It is the Company's  intent to renew its lines of credit,  commercial  paper
    borrowings  and  borrowings  under the  revolving  credit  facility  as they
    mature.  To the  extent  that  these  borrowings  do not  exceed  the amount
    available under the Company's $170 million  revolving credit facility,  they
    are classified as noncurrent liabilities.

    A $100 million commercial paper program was established in January 1990 with
    funds to be used for  general  corporate  purposes.  There were no  balances
    outstanding  under this program on September 29, 1996,  December 31, 1995 or
    October 1, 1995.

    In June 1992, the Company entered into a three-year  arrangement under which
    it has the right to sell an undivided interest in a designated pool of trade
    accounts  receivable up to a maximum of $40 million.  This  arrangement  has
    been  amended  to extend it to June 1998 on terms  substantially  similar to
    those  previously in place.  The Company had sold trade  receivables  of $20
    million as of September 29, 1996 and $35 million as of December 31, 1995 and
    October 1, 1995.

    On October 12, 1994, a $400 million shelf  registration  for debt and equity
    securities  filed  with  the  Securities  and  Exchange   Commission  became
    effective and the securities  thereunder  became available for issuance.  On
    November 1, 1995,  the Company  issued $100 million of 6.85%  debentures due
    2007 pursuant to such registration. The net proceeds from this issuance were
    used  principally for refinancing a portion of existing public  indebtedness
    with the remainder used to repay other bank debt.

    On November 20, 1995, the Company entered into a $170 million loan agreement
    with $85  million  maturing in  November  2002 and $85  million  maturing in
    November 2003. This loan was used to repay two $60 million loans  previously
    entered into by the Company and other bank debt.

    The Company has  guaranteed  a portion of the debt for two  cooperatives  in
    which the Company is a member.  The amounts  guaranteed  were $32.5 million,
    $35.2  million and $34 million as of September  29, 1996,  December 31, 1995
    and October 1, 1995, respectively.

<PAGE>

    Coca-Cola Bottling Co. Consolidated
    Notes to Consolidated Financial Statements (Unaudited)



    5. Derivative Financial Instruments

    The  Company  uses  derivative  financial  instruments  to modify  risk from
    interest  rate   fluctuations  in  its  underlying  debt.  The  Company  has
    historically  altered  its  fixed/floating  interest  rate  mix  based  upon
    anticipated  operating cash flows of the Company  relative to its debt level
    and the  Company's  ability to absorb  increases  in interest  rates.  These
    derivative financial instruments are not used for trading purposes.

    The Company had weighted  average  interest  rates for the debt portfolio of
    approximately  7.1%,  7.2% and 7.3% as of September  29, 1996,  December 31,
    1995 and  October 1, 1995,  respectively.  The  Company's  overall  weighted
    average  interest rate on its long-term  debt  decreased  from an average of
    7.4%  during the first nine  months of 1995 to an average of 7.0% during the
    first nine months of 1996.  After  taking into  account the effect of all of
    the interest rate swap  activities,  approximately  47%, 48% and 53% of the
    total debt portfolio was subject to changes in short-term  interest rates as
    of September 29, 1996, December 31, 1995 and October 1, 1995, respectively.

    A rate increase of 1% on the floating rate  component of the Company's  debt
    would have increased  interest  expense for the first nine months of 1996 by
    approximately  $1.4  million and net income for the first nine months  ended
    September 29, 1996 would have been reduced by approximately $.9 million.

    The Company  currently has two interest rate swap agreements.  There were no
    new derivative  financial  instruments,  nor activity with current financial
    instruments,  during  the  third  quarter  or  first  nine  months  of 1996.

    Derivative financial instruments were as follows:

<TABLE>
<CAPTION>

                                           Sept. 29, 1996             December 31, 1995               Oct. 1, 1995
                                     ------------------------------------------------------------------------------------
                                                     Remaining                    Remaining                    Remaining
    In Thousands                      Amount           Term         Amount           Term          Amount         Term
    ---------------------------------------------------------------------------------------------------------------------

    <S>                               <C>             <C>         <C>              <C>          <C>            <C>    
    Interest rate swaps-floating      $ 60,000        7 years     $ 60,000         8 years      $ 60,000       8 years

    Interest rate swaps-fixed           60,000        7 years       60,000         8 years        60,000       8 years

</TABLE>

<PAGE>

     Coca-Cola Bottling Co. Consolidated
     Notes to Consolidated Financial Statements (Unaudited)



    5. Derivative Financial Instruments (cont.)


    The  carrying  amounts and fair values of the  Company's  balance  sheet and
    off-balance-sheet instruments were as follows:

<TABLE>
<CAPTION>


                                                            September 29, 1996                    December 31, 1995
                                                        -----------------------------       -----------------------------
                                                          Carrying           Fair           Carrying             Fair
    In Thousands                                          Amount             Value           Amount              Value
    ----------------------------------------------------------------------------------------------------------------------

    <S>                                                   <C>              <C>               <C>              <C>  
    Balance Sheet Instruments
         Public debt                                      $213,085          $214,721         $213,085          $228,103
         Non-public variable rate long-term
             debt                                          179,620           179,620          192,590           192,590
         Non-public fixed rate long-term debt               12,753            13,448           14,341            16,189

    Off-Balance-Sheet Instruments
         Interest rate swaps                                                  (4,872)                            (4,725)

</TABLE>

    The fair values of the interest rate swaps  represent the estimated  amounts
    the Company would have had to pay to terminate these agreements.

<PAGE>



Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)



6. Supplemental Disclosures of Cash Flow Information

Changes  in  current  assets  and  current  liabilities  affecting  cash were as
follows:

<TABLE>
<CAPTION>

                                                                                            Nine Months
In Thousands                                                                         1996               1995
----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>        
Accounts receivable, trade, net                                                $  (15,702)         $   (3,424)
Due from Piedmont Coca-Cola Bottling Partnership                                    4,584                 (74)
Accounts receivable, other                                                          9,310                 832
Inventories                                                                        (4,791)             (1,576)
Prepaid expenses and other current assets                                            (797)               (484)
Portion of long-term debt payable within one year                                     (15)               (126)
Accounts payable and accrued liabilities                                          (13,366)             (1,863)
Due to Piedmont Coca-Cola Bottling Partnership                                      1,207
Accrued compensation                                                                 (577)               (782)
Accrued interest payable                                                              554              (6,389)
                                                                                ----------         -----------
Increase in current assets less current liabilities                              $(19,593)          $ (13,886)
                                                                                 =========          ==========
</TABLE>

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations



Introduction:

The  following  discussion  presents  management's  analysis  of the  results of
operations  for the third  quarter and first nine months of 1996 compared to the
third  quarter and first nine months of 1995 and changes in financial  condition
from October 1, 1995 and December 31, 1995 to September 29, 1996.

The Company  reported net income of $6.5 million or $.70 per share for the third
quarter of 1996  compared  with net income of $4.6 million or $.50 per share for
the same period in 1995. For the first nine months of 1996, net income was $17.0
million or $1.83 per share  compared to net income of $14.7 million or $1.58 per
share for the first nine months of 1995.

Increased  profits in the third  quarter  and for the first nine  months of 1996
were driven by favorable  trends in costs of certain raw materials and packaging
materials, lower interest costs and a reduced effective income tax rate. Cost of
sales on a per unit basis  declined  due to  decreases  in the costs of aluminum
cans, PET bottles and sweetener.

Strong cash flow from operations has allowed the Company to reduce its long-term
debt by over $14 million and reduce its sale of trade accounts receivable by $15
million from levels at December 31, 1995 and October 1, 1995.  The reductions in
long-term  debt and in the  sale of trade  accounts  receivable  have  favorably
impacted  third  quarter  results  through the  reduction  of interest  expense.
Interest  expense  for the first  nine  months of 1996 was 10% lower than in the
first nine months of 1995.

The results for interim periods are not necessarily indicative of the results to
be expected for the year due to seasonal factors.


Results of Operations:

Net franchise sales for the first nine months of 1996 increased by approximately
4% from the same period in 1995. This increase is on top of a 9% increase in the
same  period in the prior year  resulting  in an average two year growth rate of
over 6.5%. The increase in net franchise  sales in 1996 reflects a 3% increase
in volume and a 1% increase in net selling price.

Gross  margin on net sales for the third  quarter  and first nine months of 1996
increased 8.7% and 6.5%, respectively,  over the comparable periods in 1995. The
increase in gross margin is attributable to increased volume, small increases in
selling prices and reductions in the cost of certain raw materials and packaging
materials, primarily aluminum cans, PET bottles and sweetener.


<PAGE>

Contract sales declined by $3.4 million and $12.5 million from the third quarter
and first nine months of 1995, respectively.  Approximately 25% of the reduction
in contract sales reflects lower sales to other Coca-Cola  bottlers on which the
Company generates a modest profit margin.  The rest of the reduction in contract
sales reflects lower sales to Piedmont Coca-Cola  Bottling  Partnership which is
purchasing more of its product from South Atlantic Canners, Inc., an independent
bottling cooperative. Sales to Piedmont are at the Company's cost.

The Company's  flagship  brands,  Coca-Cola  Classic and diet Coke,  continue to
enjoy strong growth with increased volume of over 3% in the first nine months of
1996.  Sprite has experienced  significant  growth with increased  volume of 21%
over the first  nine  months of 1995.  The new  proprietary  Sprite 20 ounce PET
bottle,  introduced throughout the Company's franchise territory, and an ongoing
Under-the-Crown promotion has contributed to this increase. Mello Yello also had
strong  growth in the first nine months of 1996 with volume up 12% over the same
period in 1995.

For the third  quarter of 1996,  selling  expenses  increased  13% over the same
quarter in 1995. Selling expenses for the first nine months of 1996 increased by
11% over the first nine months of 1995. The increased  selling  expenses are due
primarily  to higher  employment  costs,  increased  expenses  related  to sales
development  programs and special  marketing  costs  related to the 1996 Olympic
Games. The increase in sales development program expense is related primarily to
growth in food store volume. The higher employment costs are attributable to 
increased volume and the Company's  efforts to improve employee  retention in
certain key market areas of its franchise territory.

General and administrative  expenses in the third quarter and for the first nine
months of 1996  were  consistent  with the same  periods  in 1995.  Depreciation
expense  increased 5% between the third quarter of 1996 and the third quarter of
1995. Depreciation expense for the first nine months of 1996 increased 7.3% over
the  same  period  in 1995.  The  increase  in  depreciation  expense  is due to
significant  capital  expenditures  during  1995  for  manufacturing   equipment
necessary for the introduction of new packages.

Interest  expense  decreased 10% in the first nine months of 1996 from the first
nine  months of 1995.  This  reduction  in  interest  expense  is due to reduced
long-term  debt balances  resulting  from operating cash flow and lower interest
rates as a result of the early  retirement of some of the Company's  Medium-Term
Notes in the  fourth  quarter  of 1995.  Outstanding  long-term  debt  decreased
approximately  $14 million  from  October 1, 1995 to  September  29,  1996.  The
Company's  overall  weighted  average interest rate decreased from an average of
7.4%  during  the first  nine  months of 1995 to an  average of 7.0% during the
first nine months of 1996.

Other  expense for the first nine months of 1996  increased by $1.2 million over
the same period in 1995.  This increase is primarily  attributable  to losses on
the sale of certain production equipment.

The  effective  income tax rates for the third  quarter and first nine months of
1996  were  34% and  38%,  respectively,  compared  to 40% in the  corresponding
periods in 1995.  The  decrease is due to the reduced  impact of  non-deductible
items and income tax planning strategies utilized by the Company.

<PAGE>


Changes in Financial Condition:

Working capital  increased $19.9 million from December 31, 1995 and $9.1 million
from  October 1, 1995 to  September  29,  1996.  The Company used cash flow from
operations to reduce the sale of trade accounts receivable by $15 million during
the third  quarter.  The increase in working  capital from  December 31, 1995 is
attributable  to the reduction in the amount of trade accounts  receivable  sold
and reductions of certain accrued liabilities. The increase from October 1, 1995
was due  principally  to the  increase in trade  accounts  receivable  discussed
above,  offset partially by a reduction in amounts receivable from The Coca-Cola
Company.  The Company had sold trade  accounts  receivable  of $20 million as of
September  29, 1996 and $35 million as of December  31, 1995 and October 1, 1995
under  its  arrangement  to  sell  up to  $40  million  of  its  trade  accounts
receivable.

Capital  expenditures  in the first nine  months of 1996 were  $21.4  million as
compared  to $26.3  million in the first nine months of 1995.  Expenditures  for
1996 capital  additions are expected to be lower than  expenditures for 1995 due
to reduced capital requirements for production equipment.

Long-term debt decreased $14 million from October 1, 1995 and December 31, 1995.
Long-term debt has decreased due to repayments of debt from operating cash flow.
On November 1, 1995,  the Company  issued $100 million of 6.85%  debentures  due
2007  pursuant  to a $400  million  shelf  registration  filed in 1994  with the
Securities and Exchange Commission.  The net proceeds from this issuance were 
used to repurchase  $87 million of the Company's  Medium Term Notes due between
1997 and 2002 and to repay other  outstanding  borrowings.  As of September 29,
1996, the Company was in  compliance  with all of the  covenants of its 
various  borrowing agreements.

It is the  Company's  intent to renew  any  borrowings  under  its $170  million
revolving  credit  facility and the informal lines of credit as they mature and,
to the extent that any  borrowings  under the  revolving  credit  facility,  the
informal lines of credit and  commercial  paper program do not exceed the amount
available under the Company's $170 million  revolving credit facility,  they are
classified as noncurrent liabilities.  As of September 29, 1996, the Company had
no amounts  outstanding  under the revolving  credit  facility or the commercial
paper program and had approximately $9.6 million  outstanding under the informal
lines of credit.

As of September 29, 1996 the debt portfolio had a weighted average interest rate
of  approximately  7.1% and  approximately  47% of the total  portfolio  of $405
million was subject to changes in short-term interest rates.

Management  believes that the Company,  through the generation of cash flow from
operations and the  utilization  of unused  borrowing  capacity,  has sufficient
financial resources available to maintain its current operations and provide for
its  current  capital  expenditure  requirements.   The  Company  considers  the
acquisition of additional franchise territories on an ongoing basis.

<PAGE>

                                            PART II - OTHER INFORMATION





Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

         Exhibit
         Number   Description
         27       Financial data schedule for period ended September 29, 1996.


<PAGE>

                                  SIGNATURES


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

                                     COCA-COLA BOTTLING CO. CONSOLIDATED
                                                 (REGISTRANT)


Date: November 12, 1996         By:         /s/ David V. Singer
                                   ---------------------------------------------
                                                David V. Singer
                                   Principal Financial Officer of the Registrant
                                                     and
                                    Vice President - Chief Financial Officer

<PAGE>