COCA COLA ENTERPRISES INC
8-K, 1997-08-05
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):  August 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 5 pages
                                                          Exhibit Index page 4













<PAGE>
   Item 5.   Other Events
   ------    ------------

             On August 1, 1997, Coca-Cola Enterprises (the "Company") 
             announced that the Company intends to increase its offer 
             for the 52 percent of Coca-Cola Beverages Ltd. (Coke Canada) 
             held by the public to Canadian $22 per share (U.S. $15 7/8 per 
             share at the current exchange rates) from Canadian $19 1/2 per 
             share (U.S. $14 per share at the current exchange rates).

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

             (c)  Exhibits.

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


























                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            Page 2 of 5 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:  August 1, 1997           By:--------------------------------
                                      Lowry F. Kline
                                      Senior Vice President and
                                      General Counsel




























                                                            
                                                            
                                                            
                                                            Page 3 of 5 pages



<PAGE>





                              COCA-COLA ENTERPRISES INC.

                                    EXHIBIT INDEX
                                    

   Exhibit No.                                                            Page
   -----------                                                            ----
       99        Press release issued August 1, 1997                        5
   

             





























                                                            Page 4 of 5 pages


                                                                     EXHIBIT 99
COCA-COLA ENTERPRISES INC.
- -------------------------------------------------------------------------------

CONTACT:Laura Asman - Media Relations
(770) 989-3023

Margaret Carton - Investor Relations
(770) 989-3622

FOR IMMEDIATE RELEASE
- ---------------------
                     COCA-COLA ENTERPRISES INC. INCREASES 
                    ---------------------------------------
                    OFFER FOR PUBLIC SHARES OF COKE CANADA
                    --------------------------------------


      ATLANTA, August 1,  1997 -- Coca-Cola  Enterprises today announced  that
the Company  intends to  increase its  offer for the  52 percent  of Coca-Cola
Beverages Ltd.  (Coke Canada) held  by the  public to Canadian  $22 per  share
(United States  $15 7/8 per  share at  current exchange  rates) from  Canadian
$19 1/2 per share (United  States $14  per share at  current exchange  rates).
Coke  Canada's Special  Committee of the  Board of Directors  has reviewed the
revised  offer and determined that the increased  cash price is fair to public
share  owners.   The  Board of  Directors  of Coke  Canada  has accepted  this
determination.   Subject to  review and approval  of the revised  offer by the
Coca-Cola Enterprises Affiliated Transaction Committee, the Company expects to
mail the tender offer to Coke Canada share owners the week of August 11.  

      "We  are  pleased  that  this  transaction is  moving  forward,"  stated
Summerfield K. Johnston,  Jr., vice  chairman and chief  executive officer  of
Coca-Cola  Enterprises.   "The  revised offer  reflects  our optimism  for the
Canadian market  and the  significant opportunities for  Coca-Cola Enterprises
that exist in Canada."

      As  previously disclosed,  Coca-Cola Enterprises  is also  acquiring The
Coca-Cola  Company's 48 percent  ownership in Coke  Canada and  its 49 percent
interest in  The Coca-Cola Bottling Company of New York, Inc. (Coke New York).
Coca-Cola  Enterprises will pay The  Coca-Cola Company Canadian  $17 per share
(approximately  United  States $12 3/8 per  share  based  on current  exchange
rates) for the 19.6 million shares The Coca-Cola Company holds in Coke Canada.
The  Company expects  to  close the  acquisition  of The  Coca-Cola Company's
interest in Coke Canada and Coke New York late next week.

      Coca-Cola Enterprises Inc. (NYSE: CCE) is the world's largest  marketer,
distributor,  and   producer  of   bottled  and  canned  liquid  nonalcoholic
refreshment.   Coca-Cola Enterprises is the sole licensed bottler for products
of The Coca-Cola Company in Belgium, Great Britain,  the Netherlands, and most
of France.  The Company also distributes more than 58 percent of The Coca-Cola
Company's United States bottle and can volume.  The Company also has a pending
transaction to acquire the Coca-Cola bottling operations in Luxembourg.

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