Exhibit 10.3








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                                                 TREASURY BOND 6.33%
                                                 RENTAL FACTOR 3.08927%
                                                 LEASE FUNDING NO: 95010



                     LEASE SUPPLEMENT TO
             MASTER EQUIPMENT LEASE (the "Master Lease")
                          BETWEEN
             COCA-C0LA FINANCIAL CORPORATION ("Lessor")
                           AND
           COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
                    DATED: February 9, 1993


1.   Term

    The "Initial Term" shall commence on the 8TH day of September, 1995
("Lease Commencement Date"); and will continue for a term of one hundred
eight (108) months ending on 8th day of September, 2004.

2.   Rent

     (a)  BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,107,408.96, payable in arrears in thirty-six (36)
quarterly installments of $30,761.36 each, beginning on December 8, 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 September 8, 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 8th day of
September, 1995.


    LESSEE:

    COCA-COLA BOTTLING CO. CONSOLIDATED

(CORPORATE SEAL)                   By:     /s/ Brenda B. Jackson
                                               Brenda B. Jackson

Attest:  /s/ Patricia A. Gill      Title: Vice President & Treasurer

Title: Assistant Secretary


Accepted in Atlanta, Georgia, this 18th day of September, 1995.


    LESSOR:

    COCA-COLA FINANCIAL CORPORATION

    By:  /s/  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 8th
day of September, 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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