COCA COLA ENTERPRISES INC
8-K/A, 1997-04-07
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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              		      SECURITIES AND EXCHANGE COMMISSION

                    			    Washington, D.C. 20549



                             			   FORM 8-K

                            				CURRENT REPORT

                   			 Pursuant to Section 13 or 15(d)
		                  of the Securities Exchange Act of 1934




    	 Date of Report (Date of earliest event reported):  April 1, 1997


                      			  COCA-COLA ENTERPRISES INC.

    	     (Exact name of registrant as specified in its charter)



	 Delaware                  01-09300                 58-0503352
	(State of            (Commission File No.)        (IRS Employer
 Incorporation)                                    Identification No.)




      	      2500 Windy Ridge Parkway, Atlanta, Georgia 30339
       	(Address of principal executive offices, including zip code)

                     			       (770) 989-3000
	                (Registrant's telephone number, including area code)



















                                           							  Page 1 of 6 pages
						                                           	  Exhibit Index Page 4

<PAGE>

Item 5.   Other Events
- ------    ------------
       	  On April 1, 1997, Coca-Cola Enterprises Inc. (the "Company")
	         issued a press release announcing that first-quarter 1997
       	  noncash expenses related to certain stock-based compensation
	         plans will be higher than the Company's original 1997 
	         expectations due to strong first quarter 1997 stock-price 
       	  performance.  


Item 7.   Financial Statements and Exhibits
- ------    ---------------------------------

       	  (c) Exhibits.

       	  99   Press Release of Coca-Cola Enterprises Inc. issued
       	       April 1, 1997.


















	




















                                                							    Page 2 of 6 pages
<PAGE>

          	     ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

                               				 SIGNATURE
			                               	 ---------


     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
       
				                               COCA-COLA ENTERPRISES INC.
				                               (Registrant)


                            				    S/ LOWRY F. KLINE
Date:  April 7, 1997            By:__________________________________
			                             Lowry F. Kline
				                            Senior Vice President and
				                            General Counsel






































                                                 							   Page 3 of 6 pages
<PAGE>

                        			   COCA-COLA ENTERPRISES INC.

                             				 EXHIBIT INDEX
				                              -------------

Exhibit No.                                                      Page
- -----------                                                     -----

    99         Press release of Coca-Cola Enterprises Inc.         5
       	       issued April 1, 1997.















































                                                 							     Page 4 of 6
<PAGE>


<PAGE>
                                               						 EXHIBIT 99
COCA-COLA ENTERPRISES INC.                            PRESS RELEASE
- ------------------------------------------------------------------------
CONTACT:       Laura Asman - Media Relations
	              (770) 989-3023

       	       Margaret Carton - Investor Relations
	              (770) 989-3622

                 		      FOR IMMEDIATE RELEASE

COCA-COLA ENTERPRISES INC. REPORTS FIRST-QUARTER 1997 INCREASE 
IN NONCASH STOCK-PERFORMANCE RELATED EXPENSES AND ONE-TIME 
CHARGE RELATING TO DEBT REDEMPTION

     ATLANTA, April 1, 1997 -- Coca-Cola Enterprises today announced that 
first-quarter 1997 noncash expenses related to certain stock-based 
compensation plans will be higher than the Company's original 1997 
expectations. The Company's stock price increased as much as 36 percent 
during the first quarter of 1997 and ended the quarter up approximately 
25 percent.  This growth in market value, along with the Company's outlook 
for strong full-year 1997 performance, will result in higher stock-related
Selling, General, and Administrative (SG&A) Expenses, primarily noncash 
amortization expenses.  Based on current expectations, total noncash 
franchise and stock-related amortization expenses will be $96 million 
in first-quarter 1997 and approximately $330 million for full-year 1997.  
The full-year 1997 amortization of $330 million represents approximately 
$273 million of franchise amortization and $57 million of stock-related 
amortization.

     Since the incremental costs associated with the performance-based 
restricted stock and stock option plans are noncash amortization expenses, 
there is no impact on cash operating profit (earnings before interest, 
taxes, depreciation, amortization, and other nonoperating expenses), 
cash flow, or amortization adjusted earnings per share.  The implementation 
of changes to the Company's stock-based employee benefit plans at the end 
of 1996 eliminated certain cash SG&A Expenses associated with the stock 
performance. The Company believes these performanced-based stock 
compensation plans are effective tools for maximizing results and 
share-owner value since they increase employee ownership in 
Coca-Cola Enterprises.

     "While SG&A Expenses will be higher than originally anticipated due 
to our strong first-quarter 1997 stock price performance, we continue to 
expect full-year 1997 comparable cash operating profit growth of 9 percent, 
which should generate 1997 earnings per share growth of 10 percent to 
15 percent above 1996 adjusted earnings of 80 cents per share," stated
Summerfield K. Johnston, Jr., vice chairman and chief executive officer of 
Coca-Cola Enterprises.  "The fundamentals of our operating performance remain 
strong and on target, even with the highly competitive marketplace conditions 
that currently exist.  Our domestic volume growth is higher than the industry 
rate, our international growth is outpacing domestic growth, and in most
territories our growth rate is exceeding our competitors."

     
     
     
     
     
<PAGE>


     Coca-Cola Enterprises also reported that effective April 1, 1997, the 
Company redeemed all of its outstanding 8 3/4 percent Debentures due 
April 1, 2017.  The Company had approximately $142 million outstanding under 
this debt issue.  The Company's first-quarter 1997 results will include a 
one-time charge associated with this debt redemption of approximately $6 
million, or 3 cents per common share after tax based on shares outstanding 
prior to the proposed 3-for-1 stock split.  The Company has already 
refinanced this debt issue with lower cost debt, enhancing the Company's 
long-term debt portfolio.

     The forward-looking statements in this news release should be read in  
conjunction with cautionary statements found on page 27 of the Company's 
1996 Annual Report.

     Coca-Cola Enterprises Inc. (NYSE: CCE) is the world's largest bottler 
of liquid nonalcoholic refreshment, distributing more than 58 percent of 
The Coca-Cola Company's United States bottle and can volume.  Coca-Cola 
Enterprises is also the sole licensed bottler for products of The 
Coca-Cola Company in Belgium, Great Britain, the Netherlands, and most of 
France.
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