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                               EXHIBIT 10.6









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                                                   Lease No. 940148

                  LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 014

     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. Lease 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 July 27, 1995. The Scheduling Date of the Units is July 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
October 15, 1995 (the "Base Date") and a Base Term that begins on the
Base Date and continues until October 15, 2002.

     4.  RENT. The total rents for the Units is $405,776.88, 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: /s/  Sonia Delen               By: /s/  Stephen D. Westphal

    Title: Assistant Vice President    Title: VP--Controller

    By: /s/ Gail D. Smedal

    Title:  Vice President

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