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                             EXHIBIT 10.13

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                                           TREASURY BOND 6.15%
                                           RENTAL FACTOR 3.06212%
                                           LEASE FUNDING NO: 95011

                          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 15TH day of September, 1995
("Lease Commencement Date"); and will continue for a term of one hundred
eight (108) months ending on 15th day of September, 2004.

2. Rent

(a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate
rental charge of $1,235,106.36, payable in arrears in thirty-six (36)
quarterly installments of $34,308.51 each, beginning on December 15,
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 15, 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 15th day of
September, 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 27th day of October, 1995.

          LESSOR:

          COCA-COLA FINANCIAL CORPORATION

          By: (Signature of Andre Balfour appears here)

          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 15th
day of September, 1995.

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



Attest: (Signature of Patricia A. Gill)   By: (Signature of Brenda B. Jackson)
                                               Brenda B. Jackson

Title: Assistant Secretary                 Title: Vice President & Treasurer