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                      EXHIBIT 10.1


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                                             TREASURY BOND 6.45%
                                             RENTAL FACTOR 3.12368%
                                             LEASE FUNDING NO: 95008

                     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 18th day of July, 1995 ("Lease
Commencement Date"); and will continue for a term of one hundred eight (108) 
months ending on 18th day of July, 2004.

2. Rent

       (a) BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate 
rental charge of $1,495,957.32, payable in arrears in thirty-six (36) quarterly
installments of $41,554.37 each, beginning on October 18, 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 July 18, 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 18th day
of July, 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 26th day of July, 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 18th
day of July, 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