EXHIBIT 10.4

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                                                          Lease No. 940148


             LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 012

    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 
June 21, 1995. The Scheduling Date of the Units is June 21, 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 September 
15, 1995 (the "Base Date") and a Base Term that begins on the Base Date and 
continues until September 15, 2003.

  4. RENT. The total rents for the Units is $49,199.56, 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: /s/ Sonia Delen                      By: /s/ Brenda B. Jackson
   Title: Assistant Vice President          Title: Brenda B. Jackson
   By: /s/ Gail D. Smedal                          Vice President & Treasurer
   Title: Vice President

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