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                             EXHIBIT 10.12





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                                                           Lease No. 940148

                 LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 020

   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 September 27, 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
December 15, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until December 15, 2002.

   4. RENT. The total rents for the Units is $152,977.06, comprised of Base
Rent payable in 28 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 Brenda B.
        appears here)                           Jackson appears here)

                                                Brenda B. Jackson
   Title: Assistant Vice President         Title: Vice President & Treasurer

   By: (Signature of Gail D. Smedal appears here)

   Title: Vice President