10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  FORM 10-Q/A

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended         March 31, 1997              
                               ----------------------------------------------

                                          OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934

For the transition period from                       to 
                               ----------------------   ----------------------

                         Commission file number  33-69274
                                                 --------

                  THE COCA-COLA BOTTLING GROUP (SOUTHWEST), INC.              
- -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)

     Nevada                                                 75-1494591  
     ------                                                 ----------
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                        Identification No.)

                1999 Bryan Street, Suite 3300, Dallas, Texas  75201
                ---------------------------------------------------
                 (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (214) 969-1910

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. Yes   X    No                  
                                                    ---      ---

    The aggregate market value of the voting stock held by non-affiliates of 
the registrant, as of April 1, 1997 was $0.00.

    As of April 1, 1997, 100,000 shares of the Company's Common Stock, par 
value $.10 per share, were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE:
                                       None


                                   PART II
                              OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


    (a) Exhibits

        27  Financial Data Schedule

    (b) Reports on Form 8-K

    (1) A current report on Form 8-K was filed with the Securities and 
        Exchange Commission on April 1, 1997 reporting changes in beneficial
        ownership of Class A Common Stock of CCBG Corporation, the parent 
        of the Registrant resulting from transactions dated March 21, 1997.

    (2) A current report on Form 8-K was filed with the Securities and 
        Exchange Commission on April 11, 1997 reporting a change in beneficial
        ownership of 3800 shares of the Class A Common Stock of CCBG 
        Corporation, the parent of the Registrant, resulting from the change 
        of co-trustees for a trust effective March 21, 1997. 

                                      2


                                  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 thereunto duly authorized.

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


Date  May 8, 1997                 By: /s/ Charles F. Stephenson
                                      ------------------------------------
                                      Charles F. Stephenson
                                      President and Chief Financial
                                      Officer (duly authorized officer and
                                      Principal Financial Officer)

                                       3

EX-27

 


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