EXHIBIT A (99.1)

EXHIBIT B (99.2)



November 4, 1999


Piedmont Coca-Cola Bottling Partnership
Coca-Cola Bottling Co. Consolidated
Coca-Cola Ventures, Inc.
c/o Coca-Cola Bottling Co. Consolidated
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211

Attention: David Singer

Re: Redemption of Ownership Interest in Piedmont Coca-Cola
Bottling Partnership and Related Transactions
------------------------------------------------------

Gentlemen:

This letter sets forth the mutual intentions of 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 ("KO
Subsidiary"); Coca-Cola Bottling Co. Consolidated, a Delaware corporation
("Coke Consolidated"); Coca-Cola Ventures, Inc., a Delaware corporation and
an indirect wholly owned subsidiary of Coke Consolidated ("Ventures"); and
Piedmont Coca-Cola Bottling Partnership ("Partnership") regarding the
transactions described in paragraph 1 below. Each of the companies listed
in the foregoing sentence may be referred to as a "party" and together they
may be referred to as the "parties" in this letter.

1. REDEMPTION OF PARTNERSHIP INTEREST AND ISSUANCE OF PREFERRED STOCK.
Pursuant to paragraph 19.1 of the Partnership Agreement dated as of
July 2, 1993 whereby the Partnership was formed, as amended ("Partnership
Agreement"), KO Subsidiary's ownership interest in the Partnership will
be redeemed in full on the terms and

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conditions described in this letter. Simultaneously with, and in
consideration for, the redemption, the Partnership will transfer to KO
Subsidiary all of the stock of a wholly owned subsidiary of the
Partnership ("Piedmont Subsidiary"). In the alternative, should KO so
instruct the Partnership, all or part of the stock of the Piedmont
Subsidiary will be transferred to KO or another direct or indirect
wholly owned subsidiary of KO. References to KO in this letter may
refer to KO alone, and/or to the KO Subsidiary and/or to such other
direct or indirect wholly owned subsidiaries of KO as may be designated
by KO as transferee(s) pursuant to the foregoing sentence. At the time
of the transfer of the stock of the Piedmont Subsidiary to KO, the only
asset of the Piedmont Subsidiary will be all the authorized shares of a
class of Preferred Stock of Coke Consolidated (the "Preferred Stock").
The Preferred Stock will be non-voting stock. The Preferred Stock will
initially have a dividend rate of 4.3% per annum of the liquidation
value of the Preferred Stock, which dividend yield will be reset, on
dates to be negotiated, to a market rate equivalent to the rate of
interest for five-year U.S. Treasury notes being issued at that time.
Dividends will be paid in cash semi-annually by wire transfer on July 15
and January 15 of each year. The liquidation value of the Preferred
Stock will equal $118 million.

2. DEFINITIVE DOCUMENTS. Definitive transaction documents will be prepared
by KO's attorneys in form customary for transactions of this type and
complexity. The documents, in addition to those matters specifically set
forth in this letter, will contain customary provisions, including
without limitation, the following:

a. representations and warranties, including without limitation, the
following:

(i) a representation and warranty from Coke Consolidated to KO that
the Preferred Stock has been owned only by the Piedmont
Subsidiary; that it was purchased for $118 million in cash from
Coke Consolidated; that the Preferred Stock is a separate and
distinct class of Preferred Stock different from any other class
of

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equity security of Coke Consolidated that now is outstanding or
now is the subject of any subscription, option, purchase or
similar right; that it is fully paid and non-assessable, and
such other matters as are customary upon the issuance of
securities; and that no other person or entity has now, or ever
had, rights of any kind including without limitation voting,
options, liens, encumbrances, or purchase rights regarding the
Preferred Stock; and

(ii) representations and warranties from Coke Consolidated, Ventures
and the Partnership to KO that the Piedmont Subsidiary has never
conducted business or owned any assets other than the $118
million cash received from the Partnership as a capital
contribution and the Preferred Stock; and that the stock of the
Piedmont Subsidiary is owned by the Partnership free and clear
of any encumbrance, lien or other right or interest of any other
person or entity; and that no other person or entity now has, or
ever had, rights of any kind, including without limitation,
voting, options, liens, encumbrances, or purchase rights
regarding any security of the Piedmont Subsidiary; and

(iii) a representation and warranty from KO Subsidiary to the
Partnership that its ownership interest in the Partnership is
owned free and clear of any encumbrance, lien or other right
or interest of any other person or entity; and that it is
acquiring the stock of the Piedmont Subsidiary for investment
purposes only and not with a view to the distribution thereof;
and

(iv) representations and warranties from each party that it has
received all necessary corporate approvals (including such Board
and share owner, partner or similar approvals as may be
required) and has the authority to enter into the transaction
documents and to

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consummate the transactions contemplated therein and in this
letter; and

b. customary covenants; and

c. conditions precedent, including without limitation, the following:

(i) that KO's due diligence review of Coke Consolidated, as
described in paragraph 3 below, be completed to its
satisfaction; and

(ii) that the transactions receive Hart-Scott-Rodino clearance, and
that any other requisite government approvals be obtained and
that any waiting periods be complied with; and

(iii) approval of the Boards of Directors and share owners of the
parties as may be required; and

(iv) receipt of any required consents of parties to contracts; and

(v) execution of the definitive transaction documents and
satisfaction of all conditions contained therein; and

(vi) delivery of opinions of counsel to Coke Consolidated and KO
regarding the transactions described herein (with the form and
substance of the opinions to be negotiated); and

d. all relevant terms of the Preferred Stock, including without
limitation

(i) those provisions specified in this letter; and

(ii) a provision that, upon the request of either KO or Coke
Consolidated, the other will negotiate in good faith the terms
upon which the Preferred Stock might be repurchased by Coke
Consolidated from KO, it being understood that this obligation
to negotiate is not intended to create any binding obligation on
either KO or Coke Consolidated to consummate such a repurchase,
but

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instead is intended only to require a good faith negotiation so
that each may consider whether such repurchase is in its best
interest at the time.

3. DUE DILIGENCE. Pending the closing, KO and its employees and agents will
have reasonable access to the various locations of Coke Consolidated and
its personnel, accountants, lawyers and consultants during its normal
operating hours for the purpose of conducting, at KO's expense, a
financial, business and legal due diligence review of Coke Consolidated
and its operations.

4. CLOSING. Subject to negotiation of the definitive transaction documents
and to the satisfaction of the conditions set forth therein and in this
letter, the parties will use their reasonable efforts to cause the
closing of the transactions contemplated by this letter (the "Closing
Date") to occur on or before December 31, 1999.

5. CONFIDENTIALITY; NO DISCLOSURE OR PUBLIC ANNOUNCEMENT. No party hereto
and none of their respective agents or representatives will make any
disclosure or public announcement concerning the transactions
contemplated hereby without the prior written approval of both KO and
Coke Consolidated. Notwithstanding the prior sentence, should counsel
to a party advise in writing that disclosure of any information about the
transactions contemplated hereby is required by applicable law,
regulation or court order, such party may make the required disclosure
but only after reviewing the form, content and timing of such disclosure
with the other parties and considering in good faith their input
regarding such disclosures.

6. OTHER RIGHTS. Except as otherwise expressly provided in this letter,
this letter shall not alter, amend, terminate or otherwise affect any
rights of the parties under any other agreement or instrument to which
any of them are parties.

7. NON-BINDING LETTER. This letter is not intended by the parties to
constitute a contract or an offer to enter into a contract, nor to be
binding upon any of the parties, nor to create any legal obligations or
rights in any party with respect to

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any of the matters set forth herein (other than the provisions stated in
this paragraph and in paragraphs 5 and 9, which are intended to be
binding and enforceable) and the parties hereto agree never to assert
that the provisions hereof (other than the provisions stated in this
paragraph and in paragraphs 5 and 9) were intended to create, or have
created, any legal obligations or rights in any party or any other
person with respect to the matters set forth herein.

8. ASSIGNMENT. No party shall assign or transfer any right or obligation
hereunder whether by operation of law or otherwise without the prior
written consent of the other parties. Any such attempted assignment or
transfer in violation of this section shall be void and without legal
effect. Notwithstanding the foregoing, KO and KO Subsidiary shall have
the right to assign all or any of their rights hereunder to any direct
or indirect wholly owned subsidiary of KO.

9. GOVERNING LAW. This letter and the proposed transactions shall be
governed by the law of the State of Delaware without regard to the
principles of conflict of law.

10. MISCELLANEOUS. Headings are provided for the convenience of the parties
and shall not be deemed to have any interpretive meaning.


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We look forward to working together to negotiate and close the transactions
described in this letter as soon as possible. Kindly indicate you agreement
to the provisions of this letter by signing and returning to me at you
earliest convenience by facsimile to (404) 676-6275.

Cordially,

THE COCA-COLA COMPANY

By: /s/ LAWRENCE R. COWART
-----------------------
Lawrence R. Cowart
Vice President & Director of
Business Development

CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.

By: /s/ LAWRENCE R. COWART
-----------------------
Lawrence R. Cowart, President

Read and accepted this 5th day of November, 1999


PIEDMONT COCA-COLA BOTTLING PARTNERSHIP
By: Coca-Cola Bottling Co. Consolidated, as Managing Agent

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

COCA-COLA BOTTLING CO. CONSOLIDATED

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

COCA-COLA VENTURES, INC.

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


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