Exhibit 4.1
                                 EXECUTION COPY


          AMENDMENT NO. 1, dated as of July 22, 1997, to the LOAN AGREEMENT,
dated as of November 20, 1995 (the "Loan Agreement"), among COCA-COLA BOTTLING
CO. CONSOLIDATED, a corporation duly organized and validly existing under the
laws of the State of Delaware (the "Company"); the financial institutions named
therein as lenders (the "Banks"); and LTCB TRUST COMPANY, a trust company
organized under the laws of the State of New York, as agent on behalf of the
Banks (in such capacity, the "Agent").

          WHEREAS, pursuant to the Loan Agreement, the Banks have made loans to
the Borrower in an aggregate principal amount of $170,000,000;

          WHEREAS, the Company has requested that the Banks agree to extend the
maturity of said loans; and

          WHEREAS, the Banks are willing to extend such maturity on the terms
and conditions set forth in this Amendment No. 1;

          NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:

          SECTION 1. Certain Defined Terms. Except as otherwise expressly
provided in this Amendment No. 1, capitalized terms defined in the Loan
Agreement and used herein shall have their respective defined meanings when used
herein.

          SECTION 2. Amendments. Effective upon the Amendment No. 1 Effective
Date (as defined in Section 3 of this Amendment No. 1), the Loan Agreement is
hereby amended as follows:

          1. In Section 1.01 of the Loan Agreement, the definition of the term
"Indebtedness" shall be amended to add to the end of clause (a) thereof but
before the semicolon the following phrase:

          , except that indebtedness and obligations of the Company or any
          Subsidiary of the type described in this clause (a), to the extent
          held by the Company or another Subsidiary, shall not be included in
          the definition of "Indebtedness" for any purpose of this Agreement
          other than Sections 7.11 and 8.07 hereof

          2. In Section 1.01 of the Loan Agreement, the definition of the term
"Interim Maturity Date" shall be amended to read in its entirety as follows:

               "Interim Maturity Date" shall mean July 22, 2004; provided that
          if such date is not a Business Day, the Interim Maturity Date shall be
          the next succeeding Business Day, unless such next succeeding Business
          Day falls in a subsequent 

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          calendar month, in which case the Interim Maturity Date shall be the
          next preceding Business Day.

          3. In Section 1.01 of the Loan Agreement, the definition of the term
"Loan Documents" shall be amended to read in its entirety as follows:

               "Loan Documents" shall mean this Agreement (including, without
          limitation, Amendment No. 1 hereto), the Notes, the fee letter dated
          November 20, 1995 between the Agent and the Company, and the Letter of
          Authorization dated April 11, 1997 between the Agent and the Company.

          4. In Section 1.01 of the Loan Agreement, the definition of the term
"Maturity Date" shall be amended to read in its entirety as follows:

               "Maturity Date" shall mean July 22, 2005; provided that if such
          date is not a Business Day, the Maturity Date shall be the next
          succeeding Business Day, unless such next succeeding Business Day
          falls in a subsequent calendar month, in which case the Maturity Date
          shall be the next preceding Business Day.

          5. In Section 1.01 of the Loan Agreement, the definition of "Voting
Shares" shall be amended to read in its entirety as follows:

               "Voting Shares" shall mean (a) with respect to a corporation,
          Capital Stock of the class or classes having general voting power
          under ordinary circumstances for the election of the board of
          directors, managers or trustees or similar governing body thereof
          (irrespective of whether at the time stock of any other class or
          classes shall have or might have voting power by reason of the
          happening of any contingency); (b) with respect to a limited
          partnership or a general partnership, the interest of each general
          partner therein; (c) with respect to a limited liability company, such
          membership interests as are empowered either to vote with respect to
          the management of such limited liability company or to elect or
          appoint the manager of the limited liability company; and (d) with
          respect to any other type of entity, such voting interests therein as
          may be comparable to the Capital Stock of a corporation of the class
          or classes described in clause (a) of this definition (irrespective of
          whether at the time interests of any other class or classes shall have
          or might have voting power by reason of the happening of any
          contingency).

          6. In Section 7.02 of the Loan Agreement, each reference to "January
2, 1995" shall be amended to read "December 29, 1996", and each reference to
"July 2, 1995" shall be amended to read "March 30, 1997".

          7.  Section  7.01 of the Loan Agreement shall be amended to read
in its entirety as follows:


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               7.01 Existence. Each of the Company and each of its Subsidiaries:
          (a) if it is a corporation, is duly organized, validly existing and in
          good standing under the laws of the jurisdiction of its incorporation,
          and if it is any other type of entity, is duly organized, validly
          existing and in good standing under the laws of the jurisdiction in
          which it has been established; (b) has all requisite power and has all
          governmental licenses, authorizations, consents and approvals
          necessary to own its assets and carry on its business as now being
          conducted; and (c) if it is (1) a limited partnership or a general
          partnership, either it or its general partner or general partners (as
          required by the law of each applicable jurisdiction) is qualified to
          do business in all jurisdictions in which the nature of the business
          conducted by the Company or such Subsidiary, as the case may be, makes
          such qualification necessary, and (2) any other type of business
          entity (including, without limitation, a corporation or a limited
          liability company), it is qualified to do business in all
          jurisdictions in which the nature of the business conducted by it
          makes such qualification necessary. The Company is qualified to do
          business in Virginia, Tennessee, North Carolina and South Carolina,
          and each of the Subsidiaries listed in Schedule 1 is qualified to do
          business in the states indicated for such Subsidiary in Schedule 1.

          8. Sections 7.03, 7.08, 7.10, 7.15, 7.18 and 7.19 of the Loan
Agreement are hereby replaced in their entirety as follows:

               7.03 Litigation. Except as disclosed in Schedule 2 hereto, there
          are no legal or arbitral proceedings or any proceedings by or before
          any governmental or regulatory authority or agency, now pending or (to
          the best knowledge of the Company) threatened against the Company or
          any Subsidiary that could reasonably be expected to have a material
          adverse effect on the consolidated financial condition, business or
          results of operations taken as a whole, of the Company and its
          consolidated Subsidiaries or on the Company's ability to perform its
          obligations hereunder and under the Notes.

               7.08 ERISA. Each of the Company and the ERISA Affiliates has
          fulfilled all obligations under the minimum funding standards of ERISA
          and the Code with respect to each Plan, has paid, or, in accordance
          with ERISA and the Code, has accrued a liability for, all
          contributions requested on behalf of each Multiemployer Plan, is in
          compliance in all substantial respects with all applicable provisions
          of ERISA and the Code, and has not incurred any liability to the PBGC
          in excess of $25,000, except for premiums due, or any Plan or
          Multiemployer Plan except for claims for benefits or requirements for
          contributions, in either case made in accordance with the terms of
          such Plan or Multi-Employer Plan. Except as disclosed in Schedule 3
          hereto, there are no disputes relating to ERISA or employee benefits
          or relations to which the Company or any of its Restricted
          Subsidiaries is a party and which if adversely determined would
          subject the Company or any of its Restricted Subsidiaries to any
          material liability.


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               7.10 Ownership. 29.67% of the shares of the Common Stock of the
          Company issued and outstanding as of the date hereof are owned, both
          beneficially and of record and free and clear of all Mortgages,
          directly by The Coca-Cola Company. All such shares of Common Stock
          have been legally and validly issued and are fully paid and
          non-assessable. Except as disclosed in Schedule 4 hereto, there are no
          outstanding options, warrants, rights, agreements, contracts, calls,
          commitments or demands of any character obligating or entitling either
          the Company or The Coca-Cola Company to sell, issue, redeem or
          repurchase any Capital Stock of the Company.

               7.15 Voting Agreement. Based upon information furnished to the
          Company by the parties to the Voting Agreement (as defined below in
          this Section 7.15), pursuant to the terms of a voting agreement among
          The Coca-Cola Company, J. Frank Harrison, Jr., J. Frank Harrison, III
          and Reid M. Henson, in his capacity as co-trustee of certain trusts
          holding shares of the Company's Class B Common Stock, dated January
          27, 1989 (the "Voting Agreement"), The Coca-Cola Company granted an
          irrevocable proxy with respect to any shares of Class B Common Stock
          or Common Stock owned by The Coca-Cola Company and any shares of
          Common Stock into which shares of Class B Common Stock are converted
          or exchanged to J. Frank Harrison, III, for life, and thereafter to J.
          Frank Harrison, Jr. Schedule 4 hereto contains a true and complete (in
          all material respects) description of the Voting Agreement.

               7.18 Bottle Contracts and Allied Bottle Contracts. The agreements
          identified in Schedule 5 are all of the material Bottle Contracts and
          Allied Bottle Contracts to which the Company or any Restricted
          Subsidiary is a party as of the date hereof. Each Bottle Contract and
          Allied Bottle Contract is in full force and effect and the Company and
          each of its Restricted Subsidiaries are in substantial compliance with
          the terms and conditions applicable to them contained in such Bottle
          Contracts and Allied Bottle Contracts.

               7.19 Debt Instruments. The agreements identified in Schedule 6
          are all of the agreements, bonds, debentures, notes and other
          instruments evidencing Debt in an original principal amount of greater
          than or equal to $5,000,000 of the Company or any of its Restricted
          Subsidiaries and in respect of which any of them is obligated,
          directly or contingently, as of the date hereof. Each of the Company
          and each of its Subsidiaries is in full compliance with the terms and
          conditions applicable to them contained in each such agreement, bond,
          debenture, note or other instrument.

          9. In Section 8.01(a) of the Loan Agreement, the words "the chief
financial officer of the Company" shall be amended to read "the chief financial
officer or (if authorized by the Company for such function) the vice
president/treasurer of the Company".

          10. In Section 8.01(c) of the Loan Agreement, the words "the chief
financial officer of the Company" shall be amended to read "the chief financial
officer or (if authorized by the Company for such function) the vice
president/treasurer of the Company".


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          11. The heading of Section 8.02 of the Loan Agreement shall be changed
to read "Legal Existence, Etc.", and in clause (a) of said Section, the words
"its corporate existence" shall be amended to read "its legal existence as a
corporation, general partnership, limited partnership or limited liability
company, as the case may be for the Company or such Subsidiary,".

          12. The proviso to the first sentence of Section 11.06(b) of the Loan
Agreement shall be amended to read in its entirety as follows:

          provided that any assignment of less than the full Commitment, Loans
          or Notes held by a Bank, if made to a Person that was not a Bank (or
          an affiliate of a Bank) immediately prior to such assignment, shall be
          in an aggregate principal amount of not less than $10,000,000.

          13. Schedules 1, 2, 3, 4, 5 and 6 to the Loan Agreement are hereby
replaced by Schedules 1, 2, 3, 4, 5, and 6, respectively, to this Amendment No.
1.

          14. Each reference in the Loan Agreement to "this Agreement" and the
words "hereof", "herein", "hereto" and the like shall be deemed to refer to the
Loan Agreement as amended by this Amendment No. 1, but references to "the date
hereof" and "the date of this Agreement" shall continue to refer to the date of
the Loan Agreement (being November 20, 1995), except that in the definition of
"Common Stock" in Section 1.01, and in Sections 7.10, 7.18 and 7.19 of the Loan
Agreement, references to "the date hereof" shall refer to the date of this
Amendment No. 1, and in the definition of "Restricted Subsidiary" in Section
1.01, the last reference to "the date hereof" shall refer to the date of this
Amendment No. 1.

          SECTION 3. Conditions Precedent. The effectiveness of the amendments
set forth in Section 2 of this Amendment No. 1 is subject to the fulfillment of
the following conditions precedent to the satisfaction of the Agent Bank (the
date on which all of the foregoing conditions are so fulfilled being called the
"Amendment No. 1 Effective Date"):

          A. The Agent Bank shall have received each of the following documents,
each of which shall be satisfactory to the Agent in form and substance, and
(except for the New Notes, as defined below) shall be accompanied by sufficient
copies for the Agent and each Bank.

          1. Counterparts of this Agreement which, when taken together, bear the
     signatures of the Company, the Agent and all of the Banks.

          2. New Notes in substantially the form of Exhibit A to this Amendment
     No. 1, duly executed and delivered by the Company to the order of each Bank
     and otherwise appropriately completed (said Notes being referred to in this
     Amendment No. 1 as the "New Notes").

          3. An Officers' Certificate (which shall include the signature thereon
     of the Secretary of the Company), dated the Amendment No. 1 Effective Date,
     containing certified copies of the certificate of incorporation and bylaws
     and all other organizing documents of the Company and all corporate action
     taken by the Company approving this 

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     Amendment No. 1, the Loan Agreement as amended hereby and the New
     Notes and the performance of its obligations hereunder and thereunder
     (including, without limitation, a certificate setting forth the resolutions
     of the Board of Directors of the Company adopted in respect of the
     transactions contemplated hereby and thereby and any shareholder action
     taken in respect thereof). The foregoing corporate documents and/or
     corporate action shall include evidence of the authority of the vice
     president/treasurer of the Company to issue the certificates contemplated
     by Sections 8.01(a) and 8.01(c) of the Loan Agreement as amended hereby.

          4. Good standing certificates for the Company from the States of
     Delaware, Tennessee, Virginia, North Carolina and South Carolina and good
     standing certificates for each of the Subsidiaries listed in Schedule 1 to
     the Loan Agreement from the states of their respective incorporation and
     from each state in which such Subsidiary is doing business, as set forth in
     said Schedule 1.

          5. An Officers' Certificate (which shall include the signature thereon
     of the Secretary of the Company), dated the Amendment No. 1 Effective Date,
     in respect of each of the officers who is authorized to sign this Amendment
     No. 1 and the New Notes on its behalf.

          6. An Officers' Certificate to the effect set forth in Section 3(B)
     hereof.

          7. An opinion of Witt, Gaither & Whitaker, special counsel to the
     Company, substantially in the form of Exhibit B hereto.

          8. Evidence of the payment to the Agent of all fees described in the
     Letter of Authorization dated April 11, 1997 between the Agent and the
     Company.

          9. An Officers' Certificate stating that the Senior Debt Rating of the
     Company by Moody's is at least Baa3 and by S&P is at least BBB-.

          10. Such other opinions and other documents as the Agent or any Bank
     may reasonably request.

          B. On and as of the Amendment No. 1 Effective Date, and both before
and after giving effect to the amendments provided for in Section 2 hereof, as
of the date of the Loans to be made as part of such borrowing and after giving
effect thereto: (a) no Default or Rating Decline shall have occurred and be
continuing; and (b) the representations and warranties made by the Company in
the Agreement as remade pursuant in Section 4 of this Amendment No.
1 shall be true and correct in all material respects.

          SECTION 4. Representations and Warranties. The Borrower hereby
remakes, on and as of the Amendment No. 1 Effective Date, both before and after
giving effect to each of the amendments provided for in this Amendment No. 1,
each of the representations and warranties of the Borrower in the Loan Agreement
as amended hereby and in each other document referred to herein or therein.

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          SECTION 5. Miscellaneous.

          1. Acknowledgment of Principal Amount of Debt. The Company hereby
acknowledges that the Banks have made Loans to it under the Loan Agreement in
the aggregate principal amount of $170,000,000, all of which aggregate principal
amount is outstanding and unpaid on the date hereof.

          2. Governing Law. This Amendment No. 1 and the Loan Agreement as
amended hereby shall be governed by, and construed in accordance with, the laws
of the State of New York.

          3. Counterparts. This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may executed this Amendment No. 1 by
signing any such counterpart.

          4. Full Force and Effect. Except as expressly provided in Section 2 of
this Amendment No. 1, the Loan Agreement shall remain unmodified and in full
force and effect.

          5. Expenses. Without limiting the obligations of the Company under the
Loan Agreement, the Company agrees to pay and to reimburse the Agent for paying,
forthwith upon any request therefor by the Agent, all fees and disbursements of
special counsel to the Agent in connection with the preparation, execution,
delivery and administration of this Amendment No. 1, the Loan Agreement as
amended hereby and each of the other documents contemplated hereby and thereby
(including, without limitation, all drafts of documents, whether or not
utilized) and the consummation of the transactions contemplated hereby and
thereby.

          6. New Notes. The Company acknowledges and agrees that the New Notes
are "Notes" as defined in the Loan Agreement as amended hereby, and are subject
to all the benefits thereof.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 as of the day and year first above written.

                              COCA-COLA BOTTLING CO. CONSOLIDATED


                              By   /s/ William B. Elmore
                                 Title: Vice President & Treasurer

                             
                              LTCB TRUST COMPANY, as Agent


                              By   /s/ John A. Krob
                                   Title: Senior Vice President


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                              LTCB TRUST COMPANY, as lender


                              By   /s/ John A. Krob
                                  Title:  Senior Vice President

                              SUNTRUST BANK, as lender


                              By   /s/ Charles J. Johnson
                                  Title: Vice President


                              By   /s/ Donald M. Lynch
                                  Title: Group Vice President

                              THE SAKURA BANK, LIMITED, as lender



                              By   /s/ Toshihiko Ogata
                                   Title: Joint General Manager

                              DEUTSCHE GENOSSENSCHAFTSBANK, as  lender



                              By   /s/ William J. Bartlett
                                   Title: Assistant Vice President



                              By   /s/ Bobby Ryan Oliver, Jr.
                                   Title: Assistant Vice President


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                              CREDIT LYONNAIS CAYMAN ISLANDS
                              BRANCH, as lender



                              By   /s/ David M. Cause
                                   Title: First Vice President

                              SOCIETE GENERALE, as lender



                              By   /s/ Richard M. Lewis
                                   Title: Vice President

                              THE CHIBA BANK, LTD., as lender



                              By   /s/ Masamichi Abe
                                   Title: General Manager

                              THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                              ATLANTA AGENCY, as lender



                              By   /s/ Kazuo Iida
                                   Title: General Manager