Registration No. 333-51559
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
FORM S-8 POS
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)
REGLEMENT DU PLAN D'EPARGNE
DE LA SOCIETE
COCA-COLA ENTREPRISE S.A.
(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)
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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, 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 monetary liabilities of
directors of the Registrant 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 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, or obtaining an
improper personal benefit.
Article Eleventh of the Registrant's Restated Certificate of
Incorporation provides for indemnification of directors and officers to the
extent permitted by the GCL. Section 145 of the GCL provides for
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indemnification of directors and officers 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 or officer of
the corporation. The section permits indemnification if the director of
officer acted in good faith 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 reasonable cause to believe his conduct to be
lawful. If, in an action brought by or in the right of the corporation, the
director or officer is adjudged to be liable for negligence or misconduct in
the performance of his duty, he will only be entitled to such indemnity as the
court finds to be proper. Persons who are successful in defense of any claim
against them are entitled to indemnification as of right against expenses
reasonably incurred in connection therewith. In all other cases,
indemnification shall be made (unless otherwise ordered by a court) only if
the board of directors, acting by a majority vote of a quorum of disinterested
directors, independent legal counsel or holders of a majority of the shares
entitled to vote determines that the applicable standard of conduct has been
met. Section 145 provides 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 CLAIMED.
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.
4.2 Bylaws of Coca-Cola Enterprises, as amended through
April 17, 1998, incorporated by reference to Exhibit 4.2 to the Registrant's
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.
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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.
(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)
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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, Coca-Cola Enterprises Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Amendment No. 1 to the Registration Statement
on Form S-8 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 A. 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
--------------------- President and Chief
(John R. Alm) Financial Officer
(principal financial
officer)
S/ O. MICHAEL WHIGHAM Vice President, September 14, 1998
--------------------- Controller and
(O. Michael Whigham) Principal Accounting
Officer (principal
accounting officer)
SUMMERFIELD K.
JOHNSTON, JR. * Chairman and a September 14, 1998
---------------------- Director
(Summerfield K. 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)
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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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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 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, as amended) pertaining to the Reglement Du Plan D'Epargne
De La Societe Coca-Cola Entreprise S.A. 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
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 an amendment to
the registration statement on Form S-8 filed in connection with
the Reglement Du Plan D'Epargne De La Societe Enterprise S.A.,
and causing such amendment 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.
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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 an amendment to
the registration statement on Form S-8 filed in connection with
the Reglement Du Plan D'Epargne De La Societe Enterprise S.A.,
and causing such amendment 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.
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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 an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment 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/ JOHNETTA B. COLE
____________________________________
Johnnetta B. Cole, Director
Coca-Cola Enterprises Inc.
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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 an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment 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.
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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 an amendment to
the registration statement on Form S-8 filed in connection with
the Reglement Du Plan D'Epargne De La Societe Enterprise S.A.,
and causing such amendment 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment 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 an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment 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.
<PAGE>
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 an amendment to the
registration statement on Form S-8 filed in connection with the
Reglement Du Plan D'Epargne De La Societe Enterprise S.A., and
causing such amendment 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 an
amendment to the registration statement on Form S-8 filed in
connection with the Reglement Du Plan D'Epargne De La Societe
Entreprise S.A., and causing such amendment 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.
