EXHIBIT 10.2



















                                                            Lease No. 940148


        LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 001 - REVISED

     Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING
CO. CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

     1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units (i)
have been fully inspected by qualified agents of Lessee and are in good order,
operating condition and repair, (ii) have been properly installed (subject
only to any minor undischarged obligations of suppliers, manufacturers or
installers thereof to promptly update and conform the same as provided by
their respective agreements and warranties), (iii) meet all recommended or
applicable safety standards, (iv) are, as of the Delivery Date set forth
below, available for use and service by Lessee and Lessor, and (v) have
been marked or labeled showing Lessor's interest in the form and to the
extent required by the Lease and (C) Lessee must pay the rent and all other
sums provided for in the Lease with respect to such Units.

     2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
January 10, 1995. The Scheduling Date of the Units is January 10, 1995.

     3. TERM. The Term of the Lease with respect to the Units is comprised
of an Interim Term that begins on the Delivery Date and continues until
April 1, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until April 1, 2003.

     4. RENT. The total rents for the Units is $2,510,820.56, comprised of
Base Rent payable in 32 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

     5. CASUALTY VALUES. The Casualty Values for the Units are set forth
in Annex B hereto.

     6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.


     IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.


Lessor:                                   Lessee:
BA LEASING & CAPITAL CORPORATION          COCA-COLA BOTTLING CO. CONSOLIDATED


By: (Signature of Sonia Delen             By: (Signature of Steven D. Westphal
        appears here)                                 appears here)
Title: Assistant Vice President           Title: Vice President & Controller

By: (Signature of Gail D. Smedal          LESSEE'S COPY
        appears here)
Title: Vice President