<PAGE>
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COCA-COLA ENTERPRISES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 58-0503352
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2500 Windy Ridge Parkway, Atlanta, Georgia 30339
(Address of principal executive offices, including Zip Code)
COCA-COLA & SCHWEPPES
EMPLOYEES SHARE OWNERSHIP PLAN
(Full title of the Plan)
Lowry F. Kline, Esq.
Executive Vice President and General Counsel
Coca-Cola Enterprises Inc.
2500 Windy Ridge Parkway
Atlanta, GA 30339
(Name and address of agent for service)
(770) 989-3000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share price fee
- ------------- -------------- ----------- ------------ -------------
Coca-Cola 700,000 $26.5625(1) $18,593,750(1) $5,486.00(1)
Enterprises shares
Inc. Common
Stock, $1.00
par value
Participation (2) (3) (3) (3)
in the
Coca-Cola
& Schweppes
Employees
Share
Ownership
Plan
(1) Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on the average of the
high and low prices reported on the New York Stock
Exchange on September 11, 1998.
(2) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement
also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan
described herein.
(3) Not applicable.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with
the Commission are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act of 1934 for
its fiscal year ended December 31, 1997;
(b) all other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since December 31, 1997;
(c) the description of the Registrant's common stock
to be offered hereby which is contained in the registration
statement filed under Section 12 of the Securities Exchange Act
of 1934 (File Number 01-09300), including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of filing of this
Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated hereby by
reference and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth of the Registrant's Restated Certificate
of Incorporation provides for the elimination of personal
liability of directors of the Registrant for monetary damages for
breaches of certain of their fiduciary duties to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of
Delaware (the "GCL"). Section 102(b)(7) of the GCL enables a
corporation in its certificate of incorporation to eliminate or
limit the personal liability of members of its board of directors
to the corporation or its shareholders for monetary damages for
violations of a director's fiduciary duty of care. Such a
provision has no effect on the availability of equitable
remedies, such as an injunction or rescission, for breach of
fiduciary duty. In addition, no such provision may eliminate or
limit the liability of a director for breaching his duty of
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loyalty, failing to act in good faith, engaging in intentional
misconduct or knowingly violating the law, paying an unlawful
dividend or approving an illegal stock repurchase in violation of
the statute, or obtaining an improper personal benefit.
Article Eleventh of the Registrant's Restated
Certificate of Incorporation provides for indemnification of
directors, officers and employees to the extent permitted by the
GCL. Section 145 of the GCL authorizes indemnification of
directors, officers, employees and agents from and against
expenses (including attorney's fees), judgments, fines and
amounts paid in settlement reasonably incurred by them in
connection with any civil, criminal, administrative or
investigative claim or proceeding (including civil actions
brought as derivative actions by or in the right of the
corporation but only to the extent of expenses reasonably
incurred in defending or settling such action) in which they may
become involved by reason of being a director, officer, employee
or agent of the corporation. The section permits indemnification
if the individual acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest
of the corporation and, in addition, in criminal actions, if he
had no reasonable cause to believe his conduct to be unlawful.
If, in an action brought by or in the right of the corporation,
the individual is adjudged to be liable to the corporation, he
may be indemnified for expenses only to the extent that the court
finds to be proper. Present or former directors or officers who
are successful in defense of any claim against them are entitled
to indemnification as of right against expenses reasonably
incurred in connection therewith. Otherwise, with respect to
current directors or officers, indemnification shall be made
(unless otherwise ordered by a court) only if a majority of the
disinterested directors, a committee of disinterested directors,
independent legal counsel or the stockholders determine that the
applicable standard of conduct has been met. Section 145
authorizes such indemnity for persons who, at the request of the
corporation, act as directors, officers, employees or agents of
other corporations, partnerships or other enterprises.
The Registrant maintains directors and officers
liability insurance which insures against liabilities that
directors or officers of the Registrant may incur in such
capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMS.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of Coca-Cola
Enterprises, as amended on April 21, 1997, incorporated by
reference to Exhibit 3 to the Registrant's Quarterly Report on
Form 10-Q for the Quarter ended March 28, 1997.
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4.2 Bylaws of Coca-Cola Enterprises, as amended
through April 17, 1998, incorporated by reference to Exhibit 4.2
to the Registrant's Registration Statement on Form S-8 No. 333-
51559, filed May 1, 1998.
23 Consent of Ernst & Young LLP.
25 Powers of Attorney.
An opinion of counsel is not being filed because the
securities being registered are not original issuance securities.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. Filings Incorporating Subsequent Exchange Act
Documents by Reference.
The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 14th
day of September, 1998.
COCA-COLA ENTERPRISES INC.
(Registrant)
S/ HENRY R. SCHIMBERG
By:________________________
Henry A. Schimberg
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed by the following persons in the capacities
and on the dates indicated.
S/ JOHN R. ALM
___________________ Executive Vice September 14, 1998
(John R. Alm) President and Chief
Financial Officer
(principal financial
officer)
S/ O. MICHAL WHIGHAM
___________________ Vice President and September 14, 1998
(O. Michael Whigham) Controller
(principal
accounting officer)
SUMMERFIELD K.
JOHNSTON, JR.*
- ------------------- Chairman and a September 14, 1998
(Summerfield K. Director
Johnston, Jr.)
HOWARD G. BUFFETT* Director September 14, 1998
- -------------------
(Howard G. Buffett)
JOHN L. CLENDENIN* Director September 14, 1998
- -------------------
(John L. Clendenin)
JOHNNETTA B. COLE* Director September 14, 1998
- -------------------
(Johnnetta B. Cole)
J. TREVOR EYTON* Director September 14, 1998
- -------------------
(J. Trevor Eyton)
JOSEPH R. GLADDEN, JR.* Director September 14, 1998
- -------------------
(Joseph R. Gladden, Jr.)
CLAUS M. HALLE* Director September 14, 1998
- -------------------
(Claus M. Halle)
L. PHILLIP HUMANN* Director September 14, 1998
- -------------------
(L. Phillip Humann)
JOHN E. JACOB* Director September 14, 1998
- -------------------
(John E. Jacob)
ROBERT A. KELLER* Director September 14, 1998
- -------------------
(Robert A. Keller)
JEAN-CLAUDE KILLY* Director September 14, 1998
- -------------------
(Jean-Claude Killy)
S.L. PROBASCO, JR.* Director September 14, 1998
- -------------------
(S.L. Probasco, Jr.)
S/ LOWRY F. KLINE
*By:____________________
Lowry F. Kline
Attorney-in-Fact
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Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Uxbridge, Middlesex, on September 14, 1998.
COCA-COLA & SCHWEPPES
EMPLOYEES SHARE OWNERSHIP PLAN
S/ P. D. MEADOWS
By:________________________________
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INDEX TO EXHIBITS
Exhibit Number
4.1 Restated Certificate of
Incorporation of Coca-Cola Enterprises, as
amended on April 21, 1997, incorporated by
reference to Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the Quarter
ended March 28, 1997.
4.2 Bylaws of Coca-Cola Enterprises, as
amended through April 17, 1998, incorporated
by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 No. 333-51559,
filed May 1, 1998.
23 Consent of Ernst & Young LLP.
25 Powers of Attorney.
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Coca-Cola & Schweppes Employees Share
Ownership Plan of Coca-Cola Enterprises Inc. of our report dated
January 19, 1998, with respect to the consolidated financial statements and
schedule of Coca-Cola Enterprises Inc. included and/or incorporated by
reference in Coca-Cola Enterprises Inc.'s Annual Report (Form 10-K) for
the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
September 8, 1998
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EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HOWARD G.
BUFFETT, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline,
Executive Vice President and General Counsel of the Company, or
any one of them, my true and lawful attorney for me and in my
name for the purpose of executing on my behalf a registration
statement on Form S-8 in connection with the issuance of
securities of the Company from time to time under the Coca-Cola &
Schweppes Employees Share Ownership Plan, or any amendment or
supplement thereto, and causing such registration statement to be
filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
S/ HOWARD G. BUFFETT
____________________________________
Howard G. Buffett, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN L.
CLENDENIN, a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline,
Executive Vice President and General Counsel of the Company, or
any one of them, my true and lawful attorney for me and in my
name for the purpose of executing on my behalf a registration
statement on Form S-8 in connection with the issuance of
securities of the Company from time to time under the Coca-Cola &
Schweppes Employees Share Ownership Plan, or any amendment or
supplement thereto, and causing such registration statement to be
filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
S/ JOHN L. CLENDENIN
____________________________________
John L. Clendenin, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHNNETTA B.
COLE, a Director of Coca-Cola Enterprises Inc. (the "Company"),
do hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf a registration statement on
Form S-8 in connection with the issuance of securities of the
Company from time to time under the Coca-Cola & Schweppes
Employees Share Ownership Plan, or any amendment or supplement
thereto, and causing such registration statement to be filed with
the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
JOHNNETTA B. COLE
____________________________________
Johnnetta B. Cole, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, J. TREVOR
EYTON, a Director of Coca-Cola Enterprises Inc. (the "Company"),
do hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf a registration statement on
Form S-8 in connection with the issuance of securities of the
Company from time to time under the Coca-Cola & Schweppes
Employees Share Ownership Plan, or any amendment or supplement
thereto, and causing such registration statement to be filed with
the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
S/ J. TREVOR EYTON
____________________________________
J. Trevor Eyton, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOSEPH R.
GLADDEN, JR., a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint Summerfield K. Johnston, Jr.,
Chairman of the Company, John R. Alm, Executive Vice President
and Chief Financial Officer of the Company and Lowry F. Kline,
Executive Vice President and General Counsel of the Company, or
any one of them, my true and lawful attorney for me and in my
name for the purpose of executing on my behalf a registration
statement on Form S-8 in connection with the issuance of
securities of the Company from time to time under the Coca-Cola &
Schweppes Employees Share Ownership Plan, or any amendment or
supplement thereto, and causing such registration statement to be
filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
S/ JOSEPH R. GLADDEN, JR.
____________________________________
Joseph R. Gladden, Jr., Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, CLAUS M. HALLE,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf a registration statement on
Form S-8 in connection with the issuance of securities of the
Company from time to time under the Coca-Cola & Schweppes
Employees Share Ownership Plan, or any amendment or supplement
thereto, and causing such registration statement to be filed with
the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
S/ CLAUS M. HALLE
____________________________________
Claus M. Halle, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, L. PHILLIP
HUMANN, a Director of Coca-Cola Enterprises Inc. (the "Company"),
do hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf a registration statement on
Form S-8 in connection with the issuance of securities of the
Company from time to time under the Coca-Cola & Schweppes
Employees Share Ownership Plan, or any amendment or supplement
thereto, and causing such registration statement to be filed with
the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
S/ L. PHILLIP HUMANN
____________________________________
L. Phillip Humann, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN E. JACOB,
a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf a registration statement on
Form S-8 in connection with the issuance of securities of the
Company from time to time under the Coca-Cola & Schweppes
Employees Share Ownership Plan, or any amendment or supplement
thereto, and causing such registration statement to be filed with
the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
S/ JOHN E. JACOB
____________________________________
John E. Jacob, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, ROBERT A.
KELLER, a Director of Coca-Cola Enterprises Inc. (the "Company"),
do hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf a registration statement on
Form S-8 in connection with the issuance of securities of the
Company from time to time under the Coca-Cola & Schweppes
Employees Share Ownership Plan, or any amendment or supplement
thereto, and causing such registration statement to be filed with
the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
S/ ROBERT A. KELLER
____________________________________
Robert A. Keller, Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JEAN-CLAUDE
KILLY, a Director of Coca-Cola Enterprises Inc. (the "Company"),
do hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf a registration statement on
Form S-8 in connection with the issuance of securities of the
Company from time to time under the Coca-Cola & Schweppes
Employees Share Ownership Plan, or any amendment or supplement
thereto, and causing such registration statement to be filed with
the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
S/ JEAN-CLAUDE KILLY
____________________________________
Jean-Claude Killy, Director
Coca-Cola Enterprises Inc.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, S. L. PROBASCO,
JR., a Director of Coca-Cola Enterprises Inc. (the "Company"), do
hereby appoint Summerfield K. Johnston, Jr., Chairman of the
Company, John R. Alm, Executive Vice President and Chief
Financial Officer of the Company and Lowry F. Kline, Executive
Vice President and General Counsel of the Company, or any one of
them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf a registration statement on
Form S-8 in connection with the issuance of securities of the
Company from time to time under the Coca-Cola & Schweppes
Employees Share Ownership Plan, or any amendment or supplement
thereto, and causing such registration statement to be filed with
the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
S/ S. L. PROBASCO, JR.
____________________________________
S.L. Probasco, Jr., Director
Coca-Cola Enterprises Inc.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SUMMERFIELD K.
JOHNSTON, JR., a Director of Coca-Cola Enterprises Inc. (the
"Company"), do hereby appoint John R. Alm, Executive Vice
President and Chief Financial Officer of the Company and Lowry F.
Kline, Executive Vice President and General Counsel of the
Company, or any one of them, my true and lawful attorney for me
and in my name for the purpose of executing on my behalf a
registration statement on Form S-8 in connection with the
issuance of securities of the Company from time to time under the
Coca-Cola & Schweppes Employees Share Ownership Plan, or any
amendment or supplement thereto, and causing such registration
statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this
21st day of July, 1998.
S/ SUMMERFIELD K. JOHNSTON, JR.
______________________________________
Summerfield K. Johnston, Jr., Director
Coca-Cola Enterprises Inc.
