EXHIBIT 10.9

                               EXHIBIT 10.9







                                                           Lease No. 940148


                LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 017


      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 24, 1995. The Scheduling Date of the Units is August 24, 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
15, 1995 (the "Base Date") and a Base Term that begins on the Base Date and
continues until November 15, 2002.

      4. RENT. The total rents for the Units is $77,268.02, 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 "Xxxxxx's Copy". Only the counterpart marked "Lessor's
Copy" shall evidence a monetary obligation of Lessee.


      IN WITNESS WHEREOF, Xxxxxx and Xxxxxx 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

          /s/ Xxxxx Xxxxx                        /s/ Xxxxxx X. Xxxxxxx
      By:_____________________________      By: _______________________________

             Assistant Vice President              Vice President & Treasurer
      Title: _________________________      Title: ____________________________

          /s/ Xxxx X. Xxxxxx
      By:_____________________________

             Vice President
      Title: _________________________