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                                                                  EXHIBIT 10.72

                                STOCK PLEDGE AGREEMENT

     THIS STOCK PLEDGE AGREEMENT (the "Agreement") is made and entered into as
of this 11th day of March, 1998 by and between EACH OF THE UNDERSIGNED (the
"Pledgors", and each individually a "Pledgor"), and NATIONSBANK, NATIONAL
ASSOCIATION, a national banking association organized and existing under the
laws of the United States, as Agent (the "Agent") for each of the financial
institutions (the "Lenders" and collectively with the Agent and any affiliate of
a Lender party to any Swap Agreement the "Secured Parties") now or hereafter
party to the Credit Agreement (as defined below).  All capitalized terms used
but not otherwise defined herein shall have the respective meanings assigned
thereto in the Credit Agreement.

                                 W I T N E S S E T H:

     WHEREAS, the Secured Parties have agreed to provide to Texas Bottling
Group, Inc. (the "Borrower") certain credit facilities, including a revolving
credit facility with a letter of credit sublimit pursuant to the Credit
Agreement dated as of March 11, 1998 among the Borrower, the Agent and the
Lenders (as from time to time amended, revised, modified, supplemented, or
amended and restated the "Credit Agreement"); and

     WHEREAS, each of the  Pledgors (other than the Borrower) has entered into
that certain Guaranty Agreement of even date herewith (the "Guaranty") together
with certain other Subsidiaries of the Borrower and the Agent; and

     WHEREAS, as collateral security for the payment and performance of the
Borrower's Obligations under the Credit Agreement and the Pledgors' obligations
under the Guaranty, each Pledgor is willing to pledge and grant to the Agent for
the benefit of the Lenders a security interest in all of the issued and
outstanding shares of capital stock, whether now in existence or hereafter
issued, of each of its subsidiaries, all of which are required to be subject to
a Pledge Agreement pursuant to the Credit Agreement (the "Pledged Stock"),
including without limitation the Pledged Stock in the Subsidiaries more
particularly described on SCHEDULE I hereto (such Subsidiaries, together with
all other Subsidiaries whose capital stock may be required to be subject to a
Pledge Agreement from time to time, are hereinafter referred to collectively as
the "Pledged Subsidiaries"); and

     WHEREAS, the Lenders are unwilling to enter into the Loan Documents unless
each Pledgor enters into this Agreement;

     NOW, THEREFORE, in order to induce the Secured Parties to enter into the
Loan Documents and to make Loans and issue Letters of Credit and in
consideration of the premises and the mutual covenants contained herein, the
parties hereto agree as follows:

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     1.   PLEDGE OF STOCK; OTHER COLLATERAL.

     (a)  As collateral security for the payment and performance by the Borrower
of its now or hereafter existing Obligations and by the Pledgors of their now or
hereafter existing liabilities and obligations under the Guaranty (collectively
with the Obligations, the "Secured Obligations"), each Pledgor hereby pledges
and collaterally assigns to the Agent for the benefit of the Lenders, and grants
to the Agent for the benefit of the Lenders a first priority lien and security
interest in, the Pledged Stock owned by such Pledgor as set forth on Schedule 1
hereto and all of the following:

               (i)    all cash, securities, dividends, rights, and other
     property at any time and from time to time declared or distributed in
     respect of or in exchange for any or all of the Pledged Stock, other than
     cash dividends permitted to be retained by such Pledgor under Section 9
     hereof;

               (ii)   all other property hereafter delivered to the Agent in
     substitution for or in addition to any of the foregoing, all certificates
     and instruments representing or evidencing such property and all cash,
     securities, interest, dividends, rights, and other property at any time and
     from time to time declared or distributed in respect of or in exchange for
     any or all of such Pledged Stock; and

               (iii)  all proceeds of any of the foregoing.

All such Pledged Stock, certificates, instruments, cash, securities, interest,
dividends, rights and other property referred to in this SECTION 1, other than
cash dividends issued in respect of such Pledged Stock that are permitted to be
retained by the Pledgors under SECTION 9 hereof, are herein collectively
referred to as the "Collateral."  All of the Pledged Stock described on SCHEDULE
I in effect from time to time is currently owned by the respective Pledgors and
represented by the stock certificates listed on SCHEDULE I hereto. Certificates
evidencing all the Pledged Stock on the Closing Date, together with stock powers
duly executed in blank by the Pledgors, have been delivered to the Agent.

     (b)  Each Pledgor agrees to deliver all the Collateral to the Agent at such
location or locations as the Agent shall from time to time designate by written
notice pursuant to SECTION 25 hereof for its custody at all times until
termination of this Agreement, together with such instruments of assignment and
transfer as requested by the Agent.

     (c)  Each Pledgor agrees to deliver all share certificates, documents,
agreements, financing statements, amendments thereto, assignments or other
writings as the Agent may request to carry out the terms of this Agreement or to
protect or enforce the lien and security interest in the Collateral hereunder
granted to the Agent for the benefit of the Lenders and further agrees to do and
cause to be done all things determined by the Agent to be necessary to perfect
and keep in full force the Lien in the Collateral hereunder granted thereby in
favor of the Agent for the benefit of the Lenders, including, but not limited
to, the prompt payment of all documented out-of-pocket fees and expenses
incurred in connection with any filings made to perfect or continue the lien and
security interest in the Collateral hereunder granted in favor of the Agent for
the benefit of the Lenders.  Each Pledged Subsidiary agrees to make appropriate
entries to the extent required to evidence the security interest


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upon its books and records (including without limitation its stock record and
transfer books) disclosing the Lien in the Collateral hereunder granted to
the Agent for the benefit of the Lenders hereunder.

     (d)  All advances, charges, costs and expenses, including reasonable
attorneys' fees, incurred or paid by any Secured Party in exercising any right,
power or remedy conferred by this Agreement, or in the enforcement thereof,
shall become a part of the Secured Obligations and shall be paid to the Agent
for the benefit of the Lenders by the Pledgors immediately upon demand therefor,
with interest thereon from the date of demand until paid in full at the Default
Rate for Base Rate Loans.

     2.   STATUS OF PLEDGED STOCK. Each Pledgor hereby represents and warrants
to the Agent for the benefit of the Lenders that (i) all of the shares of
Pledged Stock of its Pledged Subsidiaries are validly issued and outstanding,
fully paid and nonassessable and constitute all the authorized, issued and
outstanding shares of common stock of each of the Pledged Subsidiaries of such
Pledgor, (ii) such Pledgor is the registered and record and beneficial owner of
such Pledged Stock, free and clear of all Liens, charges, equities, encumbrances
and restrictions on pledge or transfer (other than the Liens created under the
Loan Documents and restrictions imposed by applicable law and Liens set forth on
SCHEDULE 7.7 OF THE CREDIT AGREEMENT), (iii) such Pledgor has full corporate
power, legal right and lawful authority to execute this Agreement and to pledge,
assign and transfer such Pledged Stock in the manner and form hereof, and (iv)
the pledge, assignment and delivery of such Pledged Stock by such Pledgor to the
Agent for the benefit of the Lenders pursuant to this Agreement creates,
together with the delivery of the certificates evidencing such Pledged Stock,
when such delivery has been accomplished, a valid and perfected first priority
security interest in such Pledged Stock in favor of the Agent for the benefit of
the Lenders, securing the payment of the Secured Obligations.  Except as
permitted under SECTIONS 9.6  OR 9.8 of the Credit Agreement, none of the
Pledged Stock (nor any interest therein or thereto) shall be sold, transferred
or assigned, nor any Lien created therein, without the Agent's prior written
consent, which may be withheld for any reason.  Each Pledgor covenants with the
Agent for the benefit of the Lenders that it shall at all times cause the
Pledged Stock of its Pledged Subsidiaries to be represented by the certificates
now and hereafter delivered to the Agent in accordance with SECTION 1 hereof and
that it shall not cause, suffer or permit any of its Pledged Subsidiaries to
issue any capital stock, or securities convertible into, or exercisable or
exchangeable for, capital stock, at any time during the term of this Agreement
other than to the Pledgors or pursuant to SECTION 9.8 of the Credit Agreement
and subject to this Agreement pursuant to SECTION 23 hereof.

     3.   PRESERVATION AND PROTECTION OF COLLATERAL.

     (a)  The Agent shall be under no duty or liability with respect to the
collection, protection or preservation of the Collateral, or otherwise, other
than the obligation to deal with the Collateral while in its possession in the
same manner as the Agent deals with similar securities or property for its own
account.

     (b)  Each Pledgor agrees to pay when due all taxes, charges, Liens and
assessments against the Collateral in which it has an interest, unless being
contested in good faith by appropriate


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proceedings diligently conducted and against which adequate reserves have
been established in accordance with GAAP and evidenced to the reasonable
satisfaction of the Agent and provided further that all enforcement
proceedings in the nature of levy or foreclosure are effectively stayed.
Upon the failure of the Pledgors to so pay or contest such taxes, charges,
Liens or assessments, the Agent at its option may pay or contest any of them
(the Agent having the sole right to determine the legality or validity and
the amount necessary to discharge such taxes, charges, Liens or assessments).

     4.   DEFAULT.  Upon the occurrence and during the continuance of any Event
of Default, the Agent is given full power and authority, then or at any time
thereafter during such continuance, to sell, assign and deliver or collect the
whole or any part of the Collateral, or any substitute therefor or any addition
thereto, in one or more sales, with or without any previous demands or demand of
performance or, to the extent permitted by law, notice or advertisement, in such
order as the Agent may elect; and any such sale may be made either at public or
private sale at the Agent's place of business or elsewhere, either for cash or
upon credit or for future delivery, at such price as the Agent may reasonably
deem fair; and the Agent may be the purchaser of any or all Collateral so sold
and hold the same thereafter in its own right free from any claim of the
Pledgors or right of redemption.  Any sale hereunder may be conducted by an
auctioneer or any officer or agent of the Agent. Each Pledgor recognizes that
the Agent may be unable to effect a public sale of the Collateral by reason of
certain prohibitions contained in the Securities Act of 1933, as amended (the
"Securities Act"), and applicable law, and may be otherwise delayed or adversely
affected in effecting any sale by reason of present or future restrictions
thereon imposed by governmental authorities, and that as a consequence of such
prohibitions and restrictions the Agent may be compelled (i) to resort to one or
more private sales to a restricted group of purchasers who will be obliged to
agree, among other things, to acquire the stock for their own account, for
investment and not with a view to the distribution or resale thereof, or (ii) to
seek regulatory approval of any proposed sale or sales, or (iii) to limit the
amount of Collateral sold to any Person or group.  Each Pledgor agrees and
acknowledges that private sales so made may be at prices and upon terms less
favorable to the Pledgors than if such Collateral was sold either at public
sales or at private sales not subject to other regulatory restrictions, and that
the Agent has no obligation to delay the sale of any of the Collateral for the
period of time necessary to permit the issuer of such Collateral to register or
otherwise qualify the Pledged Stock, even if such issuer would agree to register
or otherwise qualify for public sale under the Securities Act or applicable
state law. The Pledgor agrees that private sales made under the foregoing
circumstances will not, for that reason, be deemed to have been made in a manner
which is not commercially reasonable. Each Pledgor hereby acknowledges that a
ready market may not exist for the Pledged Stock since it is not traded on a
national securities exchange or quoted on an automated quotation system and
agrees and acknowledges that in such event the Pledged Stock may be sold for an
amount less than a pro rata share of the fair market value of the issuer's
assets minus its liabilities.  In addition to the foregoing, the Lenders may
exercise such other rights and remedies as may be available under the Loan
Documents, at law or in equity.

     5.   PROCEEDS OF SALE.  The proceeds of the sale of any of the Collateral
and all sums received or collected from or on account of such Collateral shall
be applied to the payment of expenses incurred or paid by the Agent in
connection with any holding, sale, transfer or delivery of the Collateral, to
the payment of any other costs, charges, reasonable attorneys' fees or expenses
mentioned herein, and to the payment of the Secured Obligations or any part
thereof, all in such


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order and manner as is provided in SECTION 10.5 of the Credit Agreement and
otherwise as the Agent may determine and as permitted by applicable law.  The
Agent shall, upon satisfaction in full of all such Secured Obligations, pay
any balance to the Pledgors or otherwise as may be required by applicable law.

     6.   PRESENTMENTS, DEMANDS AND NOTICES.  Except as expressly provided in
the Loan Documents, the Agent shall not be under any duty or obligation
whatsoever to make or give any presentments, demands for performances, notices
of nonperformance, protests, notice of protest or notice of dishonor in
connection with any obligations or evidences of indebtedness held thereby as
collateral, or in connection with any obligations or evidences of indebtedness
which constitute in whole or in part the Secured Obligations secured hereunder.

     7.   ATTORNEY-IN-FACT. Each Pledgor hereby appoints the Agent as such
Pledgor's attorney-in-fact for the purposes of carrying out the provisions of
this Agreement and taking any action and executing any instrument which the
Agent may deem necessary or advisable to accomplish the purposes hereof, which
appointment is coupled with an interest and is irrevocable; PROVIDED, that the
Agent shall have and may exercise rights under this power of attorney only upon
the occurrence and during the continuance of an Event of Default.  Without
limiting the generality of the foregoing, upon the occurrence and during the
continuance of an Event of Default, the Agent shall have the right and power to
receive, endorse and collect all checks and other orders for the payment of
money made payable to such Pledgor representing any dividend, interest payment,
principal payment or other distribution payable or distributable in respect of,
or otherwise constituting, the Collateral or any part thereof and to give full
discharge for the same.

     8.   WAIVER BY PLEDGORS.  Each Pledgor waives (to the extent permitted by
applicable law) any right to require the Agent or any Lender or any other
obligee of the Secured Obligations to (a) proceed against any other Pledgor or
any Person, including without limitation any Guarantor, (b) proceed against or
exhaust any Collateral or other collateral for the Secured Obligations, or (c)
pursue any other remedy in its power; and waives (to the extent permitted by
applicable law) any defense arising by reason of any disability or other defense
of any other Pledgor or any other Person, including without limitation any
Guarantor, or by reason of the cessation from any cause whatsoever of the
liability of any other Pledgor or any other Person, including without
limitation, any Guarantor.  The Agent may at any time deliver (without
representation, recourse or warranty) the Collateral or any part thereof to any
Pledgor who has an interest therein and the receipt thereof by such Pledgor
shall be a complete and full acquittance for the Collateral so delivered, and
the Agent shall thereafter be discharged from any liability or responsibility
therefor.

     9.   DIVIDENDS AND VOTING RIGHTS.

     (a) All dividends and other distributions with respect to the Pledged Stock
shall be subject to the pledge hereunder, except for cash dividends which are,
to the extent permitted to be made under the Credit Agreement, permitted to be
retained by the Pledgors so long as no Event of Default shall have occurred and
be continuing, and any such dividends may be retained by the Pledgors free from
any Lien hereunder.  Upon the occurrence and during the continuance of any Event
of Default, all such cash and other dividends shall be promptly delivered to the
Agent (together, if the Agent


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shall request, with stock powers or instruments of assignment duly executed
in blank affixed to any stock certificate or other negotiable document or
instrument so distributed) to be held by the Agent as provided herein, and,
at the option of the Agent, if not released to the Borrower, released or
disposed of by it hereunder, to be applied to the Secured Obligations as they
become due.

     (b)  So long as no Event of Default shall have occurred and be continuing,
the registration of the Collateral in the name of any Pledgor shall not be
changed and the Pledgors shall be entitled to exercise all voting and other
rights and powers pertaining to the Collateral for all purposes not inconsistent
with the terms hereof.

     (c)  Upon the occurrence and during the continuance of any Event of
Default, at the option of the Agent, all rights of the Pledgors to receive and
retain dividends upon the Collateral shall cease and shall thereupon be vested
in the Agent for the benefit of the Lenders.

     (d)  Upon the occurrence and during the continuance of any Event of
Default, at the option of the Agent, all rights of the Pledgors to exercise the
voting or consensual rights and powers which they are authorized to exercise
with respect to the Collateral pursuant to subsection (b) above shall cease and
the Agent may thereupon (but shall not be obligated to), at its request, cause
such Collateral to be registered in the name of the Agent or its nominee or
agent for the benefit of the Lenders and exercise such voting or consensual
rights and powers as appertain to ownership of such Collateral, and to that end
each Pledgor hereby appoints the Agent as its proxy, with full power of
substitution, to vote and exercise all other rights as a shareholder with
respect to the Pledged Stock hereunder upon the occurrence and during the
continuance of any Event of Default, which proxy is coupled with an interest and
is irrevocable prior to termination of this Agreement as set forth in SECTION 22
hereof, and each Pledgor hereby agrees to provide such further proxies as the
Agent may reasonably request; PROVIDED, HOWEVER, that the Agent in its
discretion may from time to time refrain from exercising, and shall not be
obligated to exercise, any such voting or consensual rights or such proxy.

     10.  POWER OF SALE.  Until the Facility Termination Date, the power of sale
and other rights, powers and remedies granted to the Agent for the benefit of
the Lenders hereunder shall continue to exist and may be exercised by the Agent
at any time and from time to time irrespective of the fact that any Secured
Obligations or any part thereof may have become barred by any statute of
limitations or that the liability of any Pledgor may have ceased.

     11.  OTHER RIGHTS.  The rights, powers and remedies given to the Agent for
the benefit of the Lenders by this Agreement shall be in addition to all rights,
powers and remedies given to any Lenders by virtue of any statute or rule of
law.  Any forbearance or failure or delay by the Agent in exercising any right,
power or remedy hereunder shall not be deemed to be a waiver of such right,
power or remedy, and any single or partial exercise of any right, power or
remedy hereunder shall not preclude the further exercise thereof.  Every right,
power and remedy of the Lenders shall continue in full force and effect until
such right, power or remedy is specifically waived by the Required Lenders by an
instrument in writing.


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     12.  ANTI-MARSHALLING PROVISIONS.  The right is hereby given by each
Pledgor to the Agent, for the benefit of the Secured Parties, to make releases
(whether in whole or in part) of all or any part of the Collateral agreeable to
the Agent without notice to, or the consent, approval or agreement of other
parties and interests, including junior lienors, which releases shall not impair
in any manner the validity of or priority of the Liens and security interests in
the remaining Collateral conferred under such documents, nor release such
Pledgor from personal liability for the Secured Obligations hereby secured.
Notwithstanding the existence of any other security interest in the Collateral
held by the Agent, for the benefit of the Secured Parties, the Agent shall have
the right to determine the order in which any or all of the Collateral shall be
subjected to the remedies provided in this Agreement.  The proceeds realized
upon the exercise of the remedies provided herein shall be applied by the Agent,
for the benefit of the Secured Parties, in the manner provided in SECTION 10.5
of the Credit Agreement.  Each Pledgor hereby waives any and all right to
require the marshalling of assets in connection with the exercise of any of the
remedies permitted by applicable law or provided herein.

     13.  ABSOLUTE RIGHTS AND OBLIGATIONS.  All rights of the Secured Parties,
and all obligations of the Pledgors hereunder, shall be absolute and
unconditional irrespective of:

          (a)  any lack of validity or enforceability of the Credit Agreement,
     any other Loan Document or any other agreement or instrument relating to
     any of the Secured Obligations;

          (b)  any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Secured Obligations, or any other
     amendment or waiver of or any consent to any departure from the Credit
     Agreement, any other Loan Document or any other agreement or instrument
     relating to any of the Secured Obligations;

          (c)  any exchange, release or non-perfection of any other collateral,
     or any release or amendment or waiver of or consent to departure from any
     guaranty, for all or any of the Secured Obligations; or

          (d)  any other circumstances which might otherwise constitute a
     defense available to, or a discharge of, the Pledgors in respect of the
     Secured Obligations or of this Agreement.

     14.  DEFINITIONS.  All terms used herein and not otherwise defined herein
or in the Credit Agreement shall be defined in accordance with the appropriate
definitions appearing in the Uniform Commercial Code as in effect in Texas, and
such definitions are hereby incorporated herein by reference and made a part
hereof.

     15.  ENTIRE AGREEMENT.  This Agreement, together with the Credit Agreement,
the Facility Guaranty and other Loan Documents, constitutes and expresses the
entire understanding between the parties hereto with respect to the subject
matter hereof, and supersedes all prior agreements and understandings,
inducements, commitments or conditions, express or implied, oral or written,
except as herein contained.  The express terms hereof control and supersede any
course of performance or usage of the trade inconsistent with any of the terms
hereof.  Neither this Agreement nor any portion or provision hereof may be
changed, altered, modified, supplemented,


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discharged, canceled, terminated, or amended orally or in any manner other
than by an agreement, in writing signed by the parties hereto.

     16.  FURTHER ASSURANCES.  Each Pledgor agrees at its own expense to do such
further acts and things, and to execute and deliver such additional conveyances,
assignments, financing statements, agreements and instruments, as the Agent may
at any time request in connection with the administration or enforcement of this
Agreement or related to the Collateral or any part thereof or in order better to
assure and confirm unto the Agent its rights, powers and remedies for the
benefit of the Lenders hereunder.  Each Pledgor hereby consents and agrees that
the issuers of or obligors in respect of the Collateral shall be entitled to
accept the provisions hereof as conclusive evidence of the right of the Agent,
on behalf of the Lenders, to exercise its rights hereunder with respect to the
Collateral, notwithstanding any other notice or direction to the contrary
heretofore or hereafter given by the Pledgors or any other Person to any of such
issuers or obligors.

     17.  BINDING AGREEMENT; ASSIGNMENT.  This Agreement, and the terms,
covenants and conditions hereof, shall be binding upon and inure to the benefit
of the parties hereto, and to their respective successors and assigns, except
that no Pledgor shall assign this Agreement or any interest herein or in the
Collateral, or any part thereof, or otherwise pledge, encumber or grant any
option with respect to the Collateral, or any part thereof, or any cash or
property held by the Agent as Collateral under this Agreement, other than as
permitted by SECTIONS 9.2 AND 9.8 of the Credit Agreement.  All references
herein to the Agent shall include any successor thereof, each Lender and any
other obligees from time to time of the Secured Obligations.

     18.  SWAP AGREEMENTS.  All obligations of the Borrower under Swap
Agreements shall be deemed to be Secured Obligations secured hereby, and each
Lender or affiliate of a Lender party to any such Swap Agreement shall be deemed
to be a Secured Party hereunder.

     19.  SEVERABILITY.  In case any Lien, security interest or other right of
any Secured Party or any provision hereof shall be held to be invalid, illegal
or unenforceable, such invalidity, illegality or unenforceability shall not
affect any other Lien, security interest or other right granted hereby or
provision hereof.

     20.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and all the counterparts taken together shall be deemed to
constitute one and the same instrument.

     21.  INDEMNIFICATION.  Without limitation of SECTION 12.9 of the Credit
Agreement but subject to the limitation of liability as set forth therein or any
other indemnification provision in any Loan Document, the Pledgor hereby
covenants and agrees to pay, indemnify, and hold the Secured Parties harmless
from and against any and all other out-of-pocket liabilities, costs, expenses or
disbursements of any kind or nature whatsoever arising in connection with any
claim or litigation by any Person resulting from the execution, delivery,
enforcement, performance and administration of this Agreement or the Loan
Documents, or the transactions contemplated hereby or thereby, or in any respect
relating to the Collateral or any transaction pursuant to which the Pledgor has
incurred any Obligation (all the foregoing, collectively, the "indemnified
liabilities"); PROVIDED, HOWEVER, that the Pledgor shall have no obligation
hereunder with respect to indemnified liabilities directly or


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primarily arising from the willful misconduct or gross negligence of the
Agent or any Lender.  The agreements in this Section 21 shall survive
repayment of all Secured Obligations, termination or expiration of this
Agreement and occurrence of the Facility Termination Date.  So long as no
Event of Default shall have occurred hereunder, no claim for which indemnity
is claimed shall be compromised or settled by an Indemnified Party without
the prior written consent of the Pledgor from whom indemnity is claimed.

     22.  TERMINATION.  This Agreement and all obligations of the Pledgors
hereunder shall terminate on the Facility Termination Date or earlier pursuant
to SECTION 4.2(b) of the Credit Agreement, at which time the Liens and rights
granted to the Agent for the benefit of the Lenders hereunder shall
automatically terminate and no longer be in effect, and the Collateral shall
automatically be released from the Liens created hereby.  Upon such termination
of this Agreement, the Agent shall, at the sole expense of the Pledgors, deliver
to the Pledgors the certificates evidencing the Pledged Stock (and any other
property received as a dividend or distribution or otherwise in respect of the
Pledged Stock then in its custody), together with any cash and other property
then constituting the Collateral, not then sold or otherwise disposed of in
accordance with the provisions hereof and take such further actions as may be
necessary to effect the same and as shall be reasonably acceptable to the Agent.

     23.  ADDITIONAL SHARES.  If any Pledgor shall acquire or hold (a) any
additional shares of capital stock of any Pledged Subsidiary or (b) any shares
of capital stock of any Subsidiary not listed on SCHEDULE I hereto which are
required to be subject to a Pledge Agreement pursuant to the terms of SECTION
8.19 or any other provision of the Credit Agreement (any such shares described
in clauses (a) or (b) above being referred to herein as the "Additional
Shares"), such Pledgor shall deliver to the Agent for the benefit of the Lenders
(i) a revised SCHEDULE I hereto reflecting the ownership and pledge of such
Additional Shares and (ii) a Stock Pledge Agreement Supplement in the form of
EXHIBIT A hereto with respect to such Additional Shares duly completed and
signed by such Pledgor.  Each Pledgor shall comply with the requirements of this
SECTION 23 concurrently with the acquisition of any such Additional Shares in
the case of shares described in clause (a) above, and within the time period
specified in SECTION 8.19 or elsewhere in the Credit Agreement with respect to
shares described in clause (b) above.

     24.  REMEDIES CUMULATIVE.  All remedies hereunder are cumulative and are
not exclusive of any other rights and remedies of the Agent provided by law or
under the Credit Agreement, the other Loan Documents, or other applicable
agreements or instruments.  The making of the Loans to the Borrower pursuant to
the Credit Agreement, and the issuing of Letters of Credit for the benefit of
the Borrower, shall be conclusively presumed to have been made or extended,
respectively, in reliance upon each Pledgor's assignment of the Pledged Stock
pursuant to the terms hereof.

     25.  NOTICES.  Any notice required or permitted hereunder shall be given,
(a) with respect to any Pledgor, care of the Borrower at its address indicated
in SECTION 12.2 of the Credit Agreement and (b) with respect to the Agent or a
Lender, at the Agent's address indicated in SECTION 12.2 of the Credit
Agreement.  All such notices shall be given and shall be effective as provided
in SECTION 12.2 of the Credit Agreement.


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     26.  GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.

          (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
     WITH, THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS EXECUTED, AND
     TO BE FULLY PERFORMED, IN SUCH STATE NOTWITHSTANDING ITS EXECUTION AND
     DELIVERY OUTSIDE SUCH STATE.

          (b)  EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS
     THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
     AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY
     STATE OR FEDERAL COURT SITTING IN THE COUNTY OF DALLAS, STATE OF TEXAS,
     UNITED STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS
     AGREEMENT, EACH PLEDGOR EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR
     HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THE EXERCISE OF
     JURISDICTION OVER IT AND ITS PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT,
     ACTION OR PROCEEDING, AND EACH PLEDGOR HEREBY IRREVOCABLY SUBMITS GENERALLY
     AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT,
     ACTION OR PROCEEDING.

          (c)  EACH PLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY
     PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL
     PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR
     CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF THE BORROWER PROVIDED IN
     SECTION 12.2 OF THE CREDIT AGREEMENT, OR BY ANY OTHER METHOD OF SERVICE
     PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF TEXAS.

          (d)  NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL PRECLUDE
     ANY SECURED PARTY FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT
     OF OR RELATING TO ANY LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTION WHERE
     EACH PLEDGOR OR ANY OF SUCH PLEDGOR'S PROPERTY OR ASSETS MAY BE FOUND OR
     LOCATED.  TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH
     JURISDICTION, EACH PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
     OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION
     OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT AND ITS
     PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE
     AVAILABLE UNDER APPLICABLE LAW.


                                      10

<PAGE>

          (e)  IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR
     REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT,
     DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN
     CONNECTION THEREWITH, EACH PLEDGOR AND THE AGENT ON BEHALF OF THE LENDERS
     HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH
     ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY
     AND HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
     ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR
     PROCEEDING.

                               [SIGNATURE PAGES FOLLOW]













                                      11

<PAGE>

     IN WITNESS WHEREOF, the parties have duly executed this Stock Pledge
Agreement on the day and year first written above.


                                       PLEDGORS:


                                       TEXAS BOTTLING GROUP, INC.


                                       By:
                                          ----------------------------------
                                       Name:  Charles F. Stephenson
                                       Title: Vice President











                             Signature Page 1 of 2

<PAGE>

                                    AGENT:

                                    NATIONSBANK, NATIONAL ASSOCIATION, as Agent
                                    for the Lenders


                                    By:
                                       ----------------------------------
                                    Name:  Thomas F. O'Neill
                                    Title: Senior Vice President













                             Signature Page 2 of 2

<PAGE>

                                      SCHEDULE I


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                               Certificate   Number of   Class/Type of
 Issuing Corporation    Pledgor                   Numbers      Shares    Pledged Stock     Status
-----------------------------------------------------------------------------------------------------
 <S>                    <C>                    <C>           <C>         <C>               <C>
 Coca-Cola Bottling     Texas Bottling Group,        1          1,000         Common       Deliver at
 Company of             Inc.                                                               Closing
 the Southwest
-----------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                      EXHIBIT A


                          STOCK PLEDGE AGREEMENT SUPPLEMENT

     THIS STOCK PLEDGE AGREEMENT SUPPLEMENT  (this "Supplement"), dated as of
______________, 199__ is made by and between ___________________________,
_____________________________ (the "Pledgor"), and NATIONSBANK, NATIONAL
ASSOCIATION, a national banking association organized and existing under the
laws of the United States, as Agent (the "Agent") for each of the financial
institutions (the "Lenders") now or hereafter party to the Credit Agreement
dated as of March 11, 1998 among such Lenders, the Agent and Texas Bottling
Group, Inc.  All capitalized terms used but not otherwise defined herein shall
have the respective meanings assigned thereto in the Stock Pledge Agreement (as
defined below).

     WHEREAS,  the Pledgor is a party to that certain Stock Pledge Agreement
dated as of ___________ __, 1998 by the Pledgor and certain affiliates of the
Pledgor in favor of the Agent for the benefit of the Lenders (the "Stock Pledge
Agreement"); and

     WHEREAS,  the Pledgor is required under the terms of  the Credit Agreement
and the Stock Pledge Agreement to cause certain shares of capital stock held by
it and listed on ANNEX A to this Supplement  (the "Additional Shares") to become
subject to the Stock Pledge Agreement; and

     WHEREAS,  a material part of the consideration given in connection with and
as an inducement to the execution and delivery of the Credit Agreement by the
Secured Parties was the obligation of the Pledgor to pledge to the Agent for the
benefit of the Lenders the Additional Shares, whether then owned and not
required to be subject to a pledge or subsequently acquired or created; and

     WHEREAS,  the Secured Parties have required the Pledgor to pledge to the
Agent for the benefit of the Lenders all of the Additional Shares in accordance
with the terms of the Credit Agreement and the Stock Pledge Agreement;

     NOW, THEREFORE, the Pledgor hereby agrees as follows with the Agent, for
the benefit of the Lenders:

     1.   The Pledgor hereby reaffirms and acknowledges the pledge and
collateral assignment to, and the grant of security interest in, the Additional
Shares contained in the Stock Pledge Agreement and pledges and collaterally
assigns to the Agent for the benefit of the Lenders, and grants to the Agent for
the benefit of the Lenders a first priority lien and security interest in, the
Additional Shares and all of the following:

<PAGE>

          (a)  all cash, securities, dividends, rights, and other property at
     any time and from time to time declared or distributed in respect of or in
     exchange for any or all of the Additional Shares, other than cash dividends
     permitted to be retained by the Pledgor under SECTION 9 of the Stock Pledge
     Agreement;

          (b)  all other property hereafter delivered to the Agent in
     substitution for or in addition to any of the foregoing, all certificates
     and instruments representing or evidencing such property and all cash,
     securities, interest, dividends, rights, and other property at any time and
     from time to time declared or distributed in respect of or in exchange for
     any or all of the Additional Shares; and

          (c)  all proceeds of any of the foregoing.

The Pledgor hereby acknowledges, agrees and confirms that, by its execution of
this Supplement, the Additional Shares constitute "Pledged Stock" under and are
subject to the Stock Pledge Agreement.  Each of the representations and
warranties with respect to Pledged Stock contained in the Stock Pledge Agreement
is hereby made by the Pledgor with respect to the Additional Shares.  A revised
SCHEDULE I to the Stock Pledge Agreement reflecting the Additional Shares and
all other Pledged Stock, together with stock certificates representing the
Additional Shares with stock powers duly executed in blank by the Pledgor, have
been delivered herewith to the Agent.

     IN WITNESS WHEREOF, the Pledgor has caused this Supplement to be duly
executed by its authorized officer as of the day and year first above written.



                                       By:
                                       Name:
                                       Title:



Acknowledged and accepted:

NATIONSBANK, NATIONAL ASSOCIATION,
as Agent for the Lenders

By:
   ------------------------------------
Name:
     ----------------------------------
Title:
      ---------------------------------


<PAGE>

                                       ANNEX A



                                  Additional Shares



    Name of Pledged     Class of Stock    Total Number of   Certificate Numbers
    ----------------    --------------    ---------------   -------------------
 Subsidiary or Issuer                      Shares Pledged
 --------------------                      --------------