SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                SCHEDULE 13E-4/A
                                (Amendment No. 1)
                          Issuer Tender Offer Statement
      (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

                       Coca-Cola Bottling Co. Consolidated
                  (Name of issuer and person filing statement)

                          Common Stock, $1.00 Par Value
                         (Title of class of securities)

                                   191098 10 2
                      (CUSIP number of class of securities)

                             J. Frank Harrison, III
                     Chairman of the Board of Directors and
                             Chief Executive Officer
                       Coca-Cola Bottling Co. Consolidated
                                1900 Rexford Road
                         Charlotte, North Carolina 28211
                                 (704) 551-4400
            (Name, address and telephone number of person authorized
             to receive notices and communications on behalf of the
                            person filing statement)

                                    Copy to:

                             J. Norfleet Pruden, III
                   Kennedy Covington Lobdell & Hickman, L.L.P.
                          NationsBank Corporate Center
                       100 North Tryon Street, Suite 4200
                      Charlotte, North Carolina 28202-4006
                                 (704) 331-7400


                                November 14, 1996
     (Date tender offer first published, sent or given to security holders)


                            Calculation of Filing Fee
Transaction Valuation*                          Amount of Filing Fee
   $23,750,000                                         $4,750

*        Assumes the purchase of 500,000 Shares at the maximum tender offer
         price per Share of $47.50.

[X]      Check  box if any  part  of the  fee is  offset  as  provided  by  Rule
         0-11(a)(2)  and identify the filing with which the  offsetting  fee was
         previously paid. Identify the previous filing by registration statement
         number, or the form or schedule and the date of its filing.

Amount previously paid:  $4,750            Filing party:  Coca-Cola Bottling Co.
                                             Consolidated
Form or registration no.: Schedule 13E-4  Date filed:  November 14, 1996








         This  Amendment  No. 1 amends and  supplements  the Issuer Tender Offer
Statement on Schedule 13E-4 (the  "Statement")  originally filed on November 14,
1996 by  Coca-Cola  Bottling  Co.  Consolidated,  a  Delaware  corporation  (the
"Company"),  relating  to the offer by the  Company  to  purchase  up to 500,000
shares of common  stock,  $1.00 par value  ("Common  Stock"),  of the Company at
prices,  net to the seller in cash, not greater than $47.50 nor less than $42.50
per share,  upon the terms and subject to the  conditions set forth in the Offer
to Purchase  dated  November 14, 1996 (the "Offer to Purchase")  and the related
Letter of Transmittal (which together  constitute the "Offer"),  copies of which
were  previously  filed as  Exhibits  (a)(1) and (a)(2),  respectively,  to this
Statement.

ITEM 8.  ADDITIONAL INFORMATION.

Item 8(e) is hereby supplemented and amended as follows:

         On December 16, 1996,  the Company  issued a press  release (the "Press
Release")  announcing that,  based on the preliminary  results of the Offer, the
Company expects to purchase  approximately  508,426 shares of Common Stock (6.4%
of all shares of Common Stock outstanding prior to commencement of the Offer) at
a price of $46.00 per share. As permitted by the terms of the Offer, the Company
will  increase  the  number of shares to be  purchased  by  approximately  8,426
shares. This increase will enable the Company to purchase all shares tendered at
$46.00 per share or less without  proration.  Shares  tendered at prices greater
than $46.00 per share (approximately 471,774 shares) will not be purchased.  The
determination  of the  actual  number of shares  to be  purchased  and the final
purchase price is subject to final  confirmation  of the proper  delivery of all
shares tendered and not withdrawn. The Press Release is filed as Exhibit (a)(10)
hereto and is incorporated herein by reference.

ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

         Item 9 is hereby amended and restated as follows:

         (a)(1)   Form  of  Offer  to   Purchase   dated   November   14,   1996
                  (incorporated herein by reference to the exhibit designated by
                  the same number contained in the Company's Issuer Tender Offer
                  Statement  on  Schedule  13E-4  filed with the  Commission  on
                  November 14, 1996).
         (a)(2)   Form  of  Letter  of  Transmittal   (incorporated   herein  by
                  reference  to  the  exhibit  designated  by  the  same  number
                  contained in the Company's  Issuer  Tender Offer  Statement on
                  Schedule  13E-4  filed with the  Commission  on  November  14,
                  1996).
         (a)(3)   Form of Notice of Guaranteed Delivery  (incorporated herein by
                  reference  to  the  exhibit  designated  by  the  same  number
                  contained in the Company's  Issuer  Tender Offer  Statement on
                  Schedule  13E-4  filed with the  Commission  on  November  14,
                  1996).
         (a)(4)   Form of Letter  dated  November  14,  1996 from the Company to
                  brokers, dealers,  commercial banks, trust companies and other
                  nominees (incorporated herein by


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                  reference  to  the  exhibit  designated  by  the  same  number
                  contained in the Company's  Issuer  Tender Offer  Statement on
                  Schedule  13E-4  filed with the  Commission  on  November  14,
                  1996).
         (a)(5)   Form of Letter  dated  November 14, 1996 to clients for use by
                  brokers, dealers,  commercial banks, trust companies and other
                  nominees  (incorporated  herein by  reference  to the  exhibit
                  designated  by the  same  number  contained  in the  Company's
                  Issuer Tender Offer Statement on Schedule 13E-4 filed with the
                  Commission on November 14, 1996).
         (a)(6)   Form of Letter dated  November 14, 1996 to  shareholders  from
                  the  Vice  Chairman  of  the  Board  of  Directors  and  Chief
                  Executive   Officer  of  and  the  Vice  President  and  Chief
                  Financial  Officer  of the  Company  (incorporated  herein  by
                  reference  to  the  exhibit  designated  by  the  same  number
                  contained in the Company's  Issuer  Tender Offer  Statement on
                  Schedule  13E-4  filed with the  Commission  on  November  14,
                  1996).
         (a)(7)   Form of Press Release issued by the Company dated November 14,
                  1996   (incorporated   herein  by  reference  to  the  exhibit
                  designated  by the  same  number  contained  in the  Company's
                  Issuer Tender Offer Statement on Schedule 13E-4 filed with the
                  Commission on November 14, 1996).
         (a)(8)   Form  of  Summary   Advertisement   dated  November  14,  1996
                  (incorporated herein by reference to the exhibit designated by
                  the same number contained in the Company's Issuer Tender Offer
                  Statement  on  Schedule  13E-4  filed with the  Commission  on
                  November 14, 1996).
         (a)(9)   Guidelines for Certification of Taxpayer Identification Number
                  on Substitute  Form W-9  (incorporated  herein by reference to
                  the exhibit  designated  by the same number  contained  in the
                  Company's  Issuer  Tender Offer  Statement  on Schedule  13E-4
                  filed with the Commission on November 14, 1996).
         (a)(10)  Form of press release issued by the Company dated December 16,
                  1996 (filed herewith).
         (b)      Amended and Restated  Credit  Agreement,  dated as of December
                  21,  1995,  among  the  Company,  NationsBank,  N.A.,  Bank of
                  America  National Trust and Savings  Association and the other
                  banks  named  therein  (incorporated  herein by  reference  to
                  Exhibit 4.14 to the  Company's  Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1995).
         (c)(1)   Stock Rights and Restrictions  Agreement,  dated as of January
                  27, 1989, by and between the Company and The Coca-Cola Company
                  (incorporated  herein by  reference  to  Exhibit  28.01 to the
                  Company's  Current  Report on Form 8-K dated as of January 27,
                  1989).
         (c)(2)   Shareholders' Agreement, dated as of December 17, 1988, by and
                  among The Coca-Cola Company, J. Frank Harrison,  Jr., J. Frank
                  Harrison,  III and the  other  parties  thereto  (incorporated
                  herein by  reference  to the  exhibit  designated  by the same
                  number   contained  in  the  Company's   Issuer  Tender  Offer
                  Statement  on  Schedule  13E-4  filed with the  Commission  on
                  November 14, 1996).
         (d)      Not applicable.


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         (e)      Not applicable.
         (f)      Not applicable.
         (g)(1)   "Item 8. Financial  Statements and Supplementary Data" in Part
                  II of the Company's  Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995 (incorporated herein by reference
                  to the exhibit  designated by the same number contained in the
                  Company's  Issuer  Tender Offer  Statement  on Schedule  13E-4
                  filed with the Commission on November 14, 1996).
         (g)(2)   "Item  1.  Financial  Statements"  in Part I of the  Company's
                  Quarterly  Report on Form 10-Q for the quarterly  period ended
                  September  29, 1996  (incorporated  herein by reference to the
                  exhibit  designated  by  the  same  number  contained  in  the
                  Company's  Issuer  Tender Offer  Statement  on Schedule  13E-4
                  filed with the Commission on November 14, 1996).


                                        4





                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                 COCA-COLA BOTTLING CO. CONSOLIDATED


                                 By:    /s/ David V. Singer
                                      David V. Singer
                                      Vice President and Chief Financial Officer

Dated:  December 16, 1996






                                        5





                                INDEX TO EXHIBITS

ITEM                                DESCRIPTION

(a)(1)            Form  of  Offer  to   Purchase   dated   November   14,   1996
                  (incorporated herein by reference to the exhibit designated by
                  the same number contained in the Company's Issuer Tender Offer
                  Statement  on  Schedule  13E-4  filed with the  Commission  on
                  November 14, 1996).
(a)(2)            Form  of  Letter  of  Transmittal   (incorporated   herein  by
                  reference  to  the  exhibit  designated  by  the  same  number
                  contained in the Company's  Issuer  Tender Offer  Statement on
                  Schedule  13E-4  filed with the  Commission  on  November  14,
                  1996).
(a)(3)            Form of Notice of Guaranteed Delivery  (incorporated herein by
                  reference  to  the  exhibit  designated  by  the  same  number
                  contained in the Company's  Issuer  Tender Offer  Statement on
                  Schedule  13E-4  filed with the  Commission  on  November  14,
                  1996).
(a)(4)            Form of Letter  dated  November  14,  1996 from the Company to
                  brokers, dealers,  commercial banks, trust companies and other
                  nominees  (incorporated  herein by  reference  to the  exhibit
                  designated  by the  same  number  contained  in the  Company's
                  Issuer Tender Offer Statement on Schedule 13E-4 filed with the
                  Commission on November 14, 1996).
(a)(5)            Form of Letter  dated  November 14, 1996 to clients for use by
                  brokers, dealers,  commercial banks, trust companies and other
                  nominees  (incorporated  herein by  reference  to the  exhibit
                  designated  by the  same  number  contained  in the  Company's
                  Issuer Tender Offer Statement on Schedule 13E-4 filed with the
                  Commission on November 14, 1996).
(a)(6)            Form of Letter dated November 14, 1996 to shareholders from
                  the Vice Chairman of the Board of Directors and Chief
                  Executive Officer of and the Vice President and Chief
                  Financial Officer of the Company (incorporated herein by
                  reference to the exhibit designated by the same number
                  contained in the Company's Issuer Tender Offer Statement on
                  Schedule 13E-4 filed with the Commission on November 14,
                  1996).
(a)(7)            Form of Press Release issued by the Company dated November 14,
                  1996   (incorporated   herein  by  reference  to  the  exhibit
                  designated  by the  same  number  contained  in the  Company's
                  Issuer Tender Offer Statement on Schedule 13E-4 filed with the
                  Commission on November 14, 1996).
(a)(8)            Form  of  Summary   Advertisement   dated  November  14,  1996
                  (incorporated herein by reference to the exhibit designated by
                  the same number contained in the Company's Issuer Tender Offer
                  Statement  on  Schedule  13E-4  filed with the  Commission  on
                  November 14, 1996).
(a)(9)            Guidelines for Certification of Taxpayer Identification Number
                  on Substitute  Form W-9  (incorporated  herein by reference to
                  the exhibit  designated  by the same number  contained  in the
                  Company's  Issuer  Tender Offer  Statement  on Schedule  13E-4
                  filed with the Commission on November 14, 1996).







(a)(10)           Form of Press Release issued by the Company dated December 16,
                  1996 (filed herewith).
(b)               Amended and Restated  Credit  Agreement,  dated as of December
                  21,  1995,  among  the  Company,  NationsBank,  N.A.,  Bank of
                  America  National Trust and Savings  Association and the other
                  banks  named  therein  (incorporated  herein by  reference  to
                  Exhibit 4.14 to the  Company's  Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1995).
(c)(1)            Stock Rights and Restrictions  Agreement,  dated as of January
                  27, 1989, by and between the Company and The Coca-Cola Company
                  (incorporated  herein by  reference  to  Exhibit  28.01 to the
                  Company's  Current  Report on Form 8-K dated as of January 27,
                  1989).
(c)(2)            Shareholders' Agreement, dated as of December 17, 1988, by and
                  among The Coca-Cola Company, J. Frank Harrison,  Jr., J. Frank
                  Harrison,  III and the  other  parties  thereto  (incorporated
                  herein by  reference  to the  exhibit  designated  by the same
                  number   contained  in  the  Company's   Issuer  Tender  Offer
                  Statement  on  Schedule  13E-4  filed with the  Commission  on
                  November 14, 1996).
(d)               Not applicable.
(e)               Not applicable.
(f)               Not applicable.
(g)(1)            "Item 8. Financial  Statements and Supplementary Data" in Part
                  II of the Company's  Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995 (incorporated herein by reference
                  to the exhibit  designated by the same number contained in the
                  Company's  Issuer  Tender Offer  Statement  on Schedule  13E-4
                  filed with the Commission on November 14, 1996).
(g)(2)            "Item  1.  Financial  Statements"  in Part I of the  Company's
                  Quarterly  Report on Form 10-Q for the quarterly  period ended
                  September  29, 1996  (incorporated  herein by reference to the
                  exhibit  designated  by  the  same  number  contained  in  the
                  Company's  Issuer  Tender Offer  Statement  on Schedule  13E-4
                  filed with the Commission on November 14, 1996).









                                                               Exhibit (a)(10)

            COCA-COLA BOTTLING CO. CONSOLIDATED ANNOUNCES PRELIMINARY
                      RESULTS OF DUTCH AUCTION SELF-TENDER

                                  PRESS RELEASE

Charlotte,  NC,  December  16,  1996  --  Coca-Cola  Bottling  Co.  Consolidated
announced  today that based on a  preliminary  count by the  depositary  for its
"Dutch Auction" self-tender offer, the Company expects to purchase approximately
508,426  shares  of its  Common  Stock  (6.4%  of all  shares  of  Common  Stock
outstanding  prior to commencement of the tender offer) from its stockholders at
a price of $46.00 per share in  accordance  with the terms of the tender  offer.
The tender offer expired at 5:00 P.M.,  Eastern  time,  on Friday,  December 13,
1996.

Pursuant to the terms of the tender offer, which commenced on November 14, 1996,
the Company offered to purchase for cash up to 500,000 shares of Common Stock at
a purchase price not greater than $47.50 nor less than $42.50 per share,  net to
the seller in cash.  As  permitted  by the terms of the offer,  the Company will
increase  the number of shares to be purchased by  approximately  8,426  shares.
This increase will enable the Company to purchase all shares  tendered at $46.00
per share or less  without  proration.  Shares  tendered at prices  greater than
$46.00 per share (approximately 471,774 shares) will not be purchased.

The  determination  of the actual number of shares to be purchased and the final
purchase price is subject to final  confirmation  of the proper  delivery of all
shares tendered and not withdrawn.  Payment for the shares properly tendered and
accepted for purchase will be made as soon as  practicable.  All shares tendered
and not purchased will be returned promptly to the shareholders.

Prior to the purchase of shares  pursuant to the tender  offer,  the Company had
7,974,559  shares of Common Stock and  1,319,862  shares of Class B Common Stock
outstanding.  Following the purchase of the shares pursuant to the tender offer,
the  Company  will have  approximately  7,466,133  shares  of  Common  Stock and
1,319,862 shares of Class B Common Stock outstanding.

Coca-Cola  Bottling Co.  Consolidated,  headquartered  in Charlotte,  NC, is the
second-largest  Coca-Cola  bottler in the United States with annual  revenues of
more than $760 million.  The Company operates in 12 southeastern  states and has
approximately 5,000 employees.