10-K405/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  FORM 10-K/A

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

For the fiscal year ended      December 31, 1996
                          -------------------------------------------

                                       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

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             -----

Securities registered pursuant to Section 12(g) of the Act:

                                     9% Senior Subordinated Notes
                                     ----------------------------
                                     Due 2003
                                     --------
                                    (Title of class)

     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 _____

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.  /X/

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

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

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None




                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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)


                              By:/s/ Charles F. Stephenson
                                 ---------------------------------
                                   Charles F. Stephenson,
                                   President

                              Date:  May 8, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


Signature                              Title                         Date
- ---------                              -----                         ----

/s/ Edmund M. Hoffman          Co-Chairman and Director           May 8, 1997
- -----------------------------  (Principal Executive Officer)
Edmund M. Hoffman

/s/ Robert K. Hoffman          Co-Chairman and Director           May 8, 1997
- -----------------------------
Robert K. Hoffman

/s/ Charles F. Stephenson      President (Principal Financial     May 8, 1997
- -----------------------------  and Accounting Officer)
Charles F. Stephenson


                                     35



 10.41    Form of Term Note issued by the Company pursuant to the 
          Company Loan Agreement.(6)

 10.42    Form of Revolving Note issued by the Company pursuant to 
          the Company Loan Agreement.(6)

 10.43    Contribution Agreement, dated as of April  4, 1995, 
          executed by Parent, the Company, Southwest Coke, Alva 
          Coca-Cola Bottling Co., Inc., Woodward Coca-Cola Bottling 
          Company, Market Communications Counselors, Inc. and The 
          Dani Group, Inc.(6)

 10.44    Loan  Agreement ($115,000,000 Term Loan Facility and 
          $25,000,000 Revolving Loan Facility) (the "TBG Loan 
          Agreement"), dated as of April 4, 1995, among TBG, TCB, as 
          Agent and a Lender, First Bank, as Agent and a Lender, and 
          the other financial institutions who are parties to the 
          TBG Loan Agreement.(6)

 10.45    Interest Rate Agreement, dated as of April 4, 1995, by and 
          among TBG, certain financial institutions a party thereto, 
          First Bank, as Collateral Agent, and TCB, as Agent.(6)

 10.46    Notice of Entire Agreement, dated as of April 4, 1995, 
          executed by TBG, San Antonio Coke and TCB, as Agent.(6)

 10.47    Security Agreement, dated as of April 4, 1995, by and 
          among TBG, First Bank, as Collateral Agent, TCB, as Agent, 
          and the financial institutions who are parties to the TBG 
          Loan Agreement.(6)

 10.48    Form of Term Note issued by TBG pursuant to the TBG Loan 
          Agreement.(6)

 10.49    Form of Revolving Note issued by TBG pursuant to the TBG 
          Loan Agreement.(6)

 10.50    Contribution Agreement, dated as of April 4, 1995, 
          executed by the Company and San Antonio Coke.(6)

 10.51    Consent letter dated May 1, 1996 providing for adjustments 
          to the Loan Agreement dated April 4, 1995, executed by and 
          among The Coca-Cola Bottling Group (Southwest), Inc., 
          Texas Commerce Bank National Association, as Agent, First 
          Bank National Association, as Collateral Agent, and 
          certain other financial institutions therein listed.(7)

 21.1     Subsidiaries of the Company.(8)

 27       Financial Data Schedule

- -----------------
(7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
    for the quarter ended June 30, 1996.

(8) Incorporated by reference to the Company's Annual Report on Form 10-K for 
    the year ended December 31, 1994.

EX-27

 


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