EXHIBIT 10.7


                                                              Lease No. 940148

                 LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 009

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 May
1, 1995. The Scheduling Date of the Units is May 1, 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 July
15, 1995 (the "Base Date") and a Base Term that begins on the Base Date
and continues until July 15, 2003.

4. RENT. The total rents for the Units is $1,296,901.24, 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: /s/ Sonia Delen                    By: /s/ Steven D. Westphal
Title: Assistant Vice President        Title: VP-Controller

By: /s/ Gail D. Smedal
Title:    Vice President