EXHIBIT 10.7














                                                          Lease No. 940148


         LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 015

     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
August 7, 1995. The Scheduling Date of the Units is August 7, 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
November 1, 1995 (the "Base Date") and a Base Term that begins on the
Base Date and continues until November 1, 1998.

    4.  RENT. The total rents for the Units is $511,170.66, comprised 
of Base Rent payable in 12 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/   Brenda B. Jackson
                                                 Brenda B. Jackson

   Title: Assistant Vice President     Title: Vice President & Treasurer

 
   By: /s/ Gail D. Smedal

   Title: Vice President