<DOCUMENT>
<TYPE>305B2
<SEQUENCE>1
<FILENAME>d305b2.txt
<DESCRIPTION>FORM T-1
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         ---------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY

                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A

                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

          Check if an application to determine eligibility of a Trustee
                        pursuant to Section 305 (b)(2) X
                                                      ---
                            ------------------------

                                 CITIBANK, N.A.

               (Exact name of trustee as specified in its charter)

                                                            13-5266470
                                                            (I.R.S. employer
                                                            identification no.)

399 Park Avenue, New York, New York                         10043
(Address of principal executive office)                     (Zip Code)
                                                        -----------------------

                       COCA-COLA BOTTLING CO. CONSOLIDATED
               (Exact name of obligor as specified in its charter)

         DELAWARE                                              56-0950585
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification no.)

4100 COCA-COLA PLAZA
CHARLOTTE, NORTH CAROLINA                                           28211
(Address of principal executive offices)                          (Zip Code)

                             Senior Unsecured Notes
                       --------------------------------
                       (Title of the indenture securities)

                                      1

<PAGE>
Item 1.  General Information.

                  Furnish the following information as to the trustee:

         (a)      Name and address of each examining or supervising authority to
                  which it is subject.

                  Name                                        Address
                  ----                                        -------
                  Comptroller of the Currency                 Washington, D.C.

                  Federal Reserve Bank of New York            New York, NY
                  33 Liberty Street
                  New York, NY

                  Federal Deposit Insurance Corporation       Washington, D.C.

         (b)      Whether it is authorized to exercise corporate trust powers.

                  Yes.

Item 2.  Affiliations with Obligor.

                  If the obligor is an affiliate of the trustee, describe each
                  such affiliation.

                           None.

Item 16. List of Exhibits.

                  List below all exhibits filed as a part of this Statement of
                  Eligibility.

                  Exhibits identified in parentheses below, on file with the
                  Commission, are incorporated herein by reference as exhibits
                  hereto.

                  Exhibit 1 - Copy of Articles of Association of the Trustee, as
                  now in effect. (Exhibit 1 to T-1 to Registration Statement No.
                  2-79983)

                  Exhibit 2 - Copy of certificate of authority of the Trustee to
                  commence business. (Exhibit 2 to T-1 to Registration Statement
                  No. 2-29577).

                  Exhibit 3 - Copy of authorization of the Trustee to exercise
                  corporate trust powers. (Exhibit 3 to T-1 to Registration
                  Statement No. 2-55519)

                  Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit
                  4 to T-1 to Registration Statement No. 33-34988)

                  Exhibit 5 - Not applicable.

                                       2

<PAGE>

                  Exhibit 6 - The consent of the Trustee required by Section
                  321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1
                  to Registration Statement No. 33-19227.)

                  Exhibit 7 - Copy of the latest Report of Condition of
                  Citibank, N.A. (as of June 30, 2002 - attached)

                  Exhibit 8 - Not applicable.

                  Exhibit 9 - Not applicable.

                                ------------------

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 4th day of
November, 2002.

                                        CITIBANK, N.A.

                                        By  /s/John J. Byrnes
                                            ------------------
                                            John J. Byrnes
                                            Vice President

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</DOCUMENT>
