EXHIBIT A (99.1)

EXHIBIT BB (99.2)

AGREEMENT


THIS AGREEMENT (this "Agreement"), dated November 23, 1998,
is entered into among THE COCA-COLA COMPANY, a Delaware
corporation ("KO"), CAROLINA COCA-COLA BOTTLING INVESTMENTS,
INC., A Delaware corporation and an indirect wholly-owned
subsidiary of KO ("CCCBI"), J. FRANK HARRISON, individually,
J. FRANK HARRISON, III, individually and as co-trustee, (the
"Harrisons") and REID M. HENSON, as co-trustee only ("Henson").

BACKGROUND

KO, the Harrisons and Henson are parties to that certain
Voting Agreement effective as of January 27, 1989 (the "Voting
Agreement"); KO, the Harrisons and Henson are parties to that
certain Shareholder's Agreement effective as of December 17, 1988
(the "Shareholder's Agreement"); and KO and Coca-Cola Bottling
Co. Consolidated, a Delaware corporation ("Consolidated"), are
parties to that certain Stock Rights And Restrictions Agreement
effective as of January 27, 1989 (the "SR&R Agreement")
(collectively the "Stock Agreements").

CCCBI, as transferee of certain shares of Consolidated Stock
(defined below) and certain other assets and rights of KO, has
agreed to be a party to the Agreement.

J. Frank Harrison intends to create several family limited
partnerships (the "Harrison Partnerships") for the purpose of
holding and owning shares of Consolidated Common Stock and Class
B Common Stock ("Consolidated Stock") and he desires to transfer
his Consolidated Stock to the Harrison Partnerships in return for
limited partnership interests therein. In addition, he intends to
form one or more Tennessee limited liability companies and/or
corporations (the "Harrison Companies") for the purpose of
serving as general partners of the various Harrison Partnerships
and capitalize the Harrison Companies with a portion of his
shares of Consolidated Stock which will be subsequently
transferred to the Harrison Partnerships in return for the
general partnership interests in each of the Harrison
Partnerships. Furthermore, the Harrisons and Henson will cause
various trusts for the benefit of J. Frank Harrison and/or his
issue to transfer shares of Consolidated Stock to the various
Harrison Partnerships in return for limited partnership interests
therein.

Following the transfers described above, all of the limited
partnership interests in the Harrison Partnerships and all of the
membership interests in any limited liability companies and/or
shares of stock in any corporations serving as general partners
of the Harrison Partnerships will be held and owned by persons
and/or trusts who are Permitted Transferees under the
Shareholder's Agreement.

The parties hereto have agreed to execute this document in
order to confirm their agreement that the Consolidated Stock
transfers contemplated hereinabove will be considered transfers
to Permitted Transferees under the Stock Agreements and to
further clarify the relative rights and obligations of the
Harrison Partnerships, Harrison Companies and the parties hereto
under the Stock Agreements.



Accordingly, the parties hereto agree as follows:

SECTION 1. PERMITTED TRANSFEREES. Section 2(g) of the
Shareholder's Agreement is hereby amended to read as follows:

"Permitted Transferee" of any Shareholder shall mean such
Shareholder's spouse, lineal descendants, adopted children, any
spouse of any such lineal descendant or adopted child, any trust
created and existing solely for the benefit of any such person
and any organization described in Section 501(c)(3) of the
Internal Revenue Code, if such organization is exempt from tax
under Section 501(a) of such Code, any executor of such
Shareholder's estate, or any beneficiary of any trust which is a
Shareholder, any family limited partnerships, limited liability
companies and/or corporations owned and controlled exclusively by
persons or entities otherwise qualifying as a Permitted
Transferee; provided that no person or organization shall be a
Permitted Transferee unless he, she or it consents in writing to
be bound by the obligations imposed upon the Harrisons hereunder
and the voting obligations of the Harrisons and the Co-Trustees
under Section 1(a) of the Voting Agreement.

SECTION 2. IRREVOCABLE PROXY. Section 7(f) of the Voting
Agreement is hereby amended to read as follows:

(f) The irrevocable proxy shall terminate (but all other
provisions of this Agreement shall remain in effect) at such time
as (i) J. Frank Harrison, the executors and/or trustees under his
will, J. Frank Harrison, III, and/or any family limited
partnerships, limited liability companies and/or corporations
owned and controlled directly or indirectly by such persons do
not collectively own all of the 712,796 shares of Class B Common
Stock currently owned by J. Frank Harrison, or (ii) the trusts
which are parties to that certain Shareholder's Agreement dated
as of December 13, 1988 among the Company, the Harrisons and such
trusts, together with any family limited partnerships, limited
liability companies and/or corporations owned directly or
indirectly by the trusts and/or beneficiaries of such trusts,
hold less than fifty percent (50%) of the shares of Class B
Common Stock held by them, in the aggregate, as of the date of
original execution of this Agreement (January 27, 1989).

SECTION 3. CALL OPTION CONTINUATION. KO and CCCBI hereby
agree that (i) the transfers of Consolidated Stock described
hereinabove shall not be considered an event described in the
last subparagraph of Paragraph 6 of the SR&R Agreement which
results in the Harrisons no longer exercising voting control over
Consolidated; therefore, such transfers of Consolidated Stock to
the Harrison Partnerships and/or the Harrison Companies described
above will not affect Consolidated's call option under Paragraph
6 of the SR&R Agreement, subject to the continuing qualification
of the Harrison Partnerships and/or the Harrison Companies as
Permitted Transferees as defined in Section 1 hereof; (ii) the
Harrison Partnerships and the Harrison Companies shall be deemed
by KO and CCCBI to be included within the definition of the term
"Harrisons" therein; and (iii) Consolidated shall be considered
an intended third party beneficiary of this Section 3.



SECTION 4. MISCELLANEOUS

(a) This Agreement and the rights of the parties hereto
shall be governed by and construed in accordance with the laws of
the State of Delaware.

(b) This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of
which together shall constitute one and the same instrument.

(c) All share certificates transferred to the Harrison
Partnerships or Harrison Companies in accordance with this
Agreement shall bear a legend acknowledging that the shares of
Consolidated Stock are subject to the rights, duties, obligations
and requirements of the Stock Agreements, as amended.

(d) This Agreement shall be construed with and as a part of
the Stock Agreements.

IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.


THE COCA-COLA COMPANY J. FRANK HARRISON


By: /s/ LAWRENCE R. COWART /s/ J. FRANK HARRISON
--------------------------- -----------------------------
Name: Lawrence R. Cowart
Title: Vice President


CAROLINA COCA-COLA BOTTLING J. FRANK HARRISON, III,
INVESTMENTS, INC. INDIVIDUALLY AND AS TRUSTEE


By: /s/ LAWRENCE R. COWART /s/ J. FRANK HARRISON, III
--------------------------- -----------------------------
Name: Lawrence R. Cowart
Title: President


REID M. HENSON, TRUSTEE

/s/ REID M. HENSON
-----------------------------