SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                                       
        Date of report (Date of earliest event reported) March 21, 1997.

                  The Coca-Cola Bottling Group (Southwest), Inc.
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             (Exact Name of Registrant as Specified in Its Charter)

                                      Nevada                           
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                 (State or Other Jurisdiction of Incorporation)

        33-69274                               75-1494591              
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(Commission File Number)           (I.R.S. Employer Identification 
                                                Number)

    1999 Bryan Street, Suite 3300, Dallas, Texas    75201           
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     (Address of Principal Executive Offices)     (Zip Code)

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         (Former Name or Former Address, if Changed Since Last Report)         



ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

          CCBG Corporation is the sole shareholder of the Registrant.  The 
Edmund and Adelyn Hoffman 1995 Family Trust (the "Family Trust") holds 3800 
shares of the Class A Common Stock of CCBG Corporation ("Class A Stock"). 
Effective March 21, 1997, Robert K. Hoffman, Co-Chairman of the Registrant 
and Richard E. Hoffman, brother of Robert Hoffman, and the son of Edmund M. 
Hoffman, the other Co-Chairman of the Registrant, resigned as the Trustees of 
the Family Trust.  Richard Ware II and Robert W. Decherd have agreed to serve 
as the Co-Trustees of the Family Trust, effective as of March 21, 1997.  Both 
Mr. Ware and Mr. Decherd are members of the Board of Directors of CCBG 
Corporation and hold respectively 179 and 250 shares of the nonvoting Class B 
Common Stock of CCBG Corporation ("Class B Stock").

     The change of Trustees of the Family Trust reduces the beneficial 
ownership of Robert K. Hoffman and Richard E. Hoffman by 3800 shares.  Robert 
Hoffman and Richard Hoffman remain the Co-Trustees of the Edmund M. Hoffman 
1995 Grantor Annuity Trust and the Adelyn Jean Hoffman 1995 Grantor Annuity 
Trust (the "Trusts").  The terms of each Trust provide that either Co-Trustee 
may act alone to exercise voting and investment power over the 16,171 shares 
of Class A Stock held by such trust.  
     
     Including the shares held by the Trusts, Robert K. Hoffman is the 
beneficial owner of 56,042 shares of Class A Stock (73.5% of the outstanding 
voting stock; 58.2% of the voting stock after conversion of the outstanding 
Class B Stock including stock which may be issued pursuant to vested 
incentive stock options).  Including the shares held by the Trusts, Richard 
E. Hoffman is the beneficial owner of 32,342 shares of Class A Stock (42.5% 
of the outstanding voting stock; 33.6% of the voting stock after conversion 
of the outstanding Class B Stock including stock which may be issued pursuant 
to vested incentive stock options).  As Co-Trustees of the Family Trust, Mr. 
Ware is the beneficial owner of 3800 shares of Class A Stock (5% of the 
outstanding voting stock; 4.1% of the voting stock after conversion of the 
outstanding Class B Stock including stock which may be issued pursuant to 
vested incentive stock options) and Mr. Decherd is the beneficial owner of 
3800 shares of Class A Stock (5% of the outstanding voting stock; 4.2% of the 
voting stock after conversion of the outstanding Class B Stock including 
stock which may be issued pursuant to vested stock options).

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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                       The Coca-Cola Bottling Group
                                       (Southwest), Inc.


Date: April 11, 1997                   By: /s/ Stephanie L. Ertel, 
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                                           Stephanie L. Ertel,
                                           Senior Vice President
                                           (Duly authorized officer)