COCA COLA ENTERPRISES INC, S-3, 1998-08-20

COCA COLA ENTERPRISES INC
S-3, 1998-08-20
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1998.

REGISTRATION NO. 333-_______________

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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COCA-COLA ENTERPRISES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-0503352
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

2500 WINDY RIDGE PARKWAY, ATLANTA, GEORGIA 30339
(770) 989-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

-------------------
LOWRY F. KLINE
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
COCA-COLA ENTERPRISES INC.
2500 WINDY RIDGE PARKWAY, ATLANTA, GEORGIA 30339
(770) 989-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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Approximate date of commencement of proposed sale to the
public: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT AS DETERMINED BY MARKET CONDITIONS.

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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [X]

--------------------

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

--------------------

If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

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If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]

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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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
- ------------- ------------ ------------ ---------------- -------------
<S> <C> <C> <C> <C>
Coca-Cola 1,934,114(1) $28.40625(2) $54,940,925.81(2) $16,208(2)
Enterprises Inc. shares
Common Stock,
$1.00 par value
</TABLE>

(1) Shares of Common Stock which may be offered pursuant to this
Registration Statement consisting of an estimated 1,934,114
shares issuable upon conversion of 392,464 shares of
Convertible Preferred Stock - Great Plains Series (the
"Preferred Stock"). For purposes of estimating the number of
shares of Common Stock to be included in this Registration
Statement, the Company calculated the number of shares of
Common Stock that would be issuable upon conversion on August
17, 1998 and multiplied that number by 150 percent.

(2) 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 August 17, 1998.

--------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 (THE "ACT") OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

------------------

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<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION
August 20, 1998

PROSPECTUS

1,934,114 SHARES

COCA-COLA ENTERPRISES INC.

COMMON STOCK
(PAR VALUE $1.00 PER SHARE)

This Prospectus relates to up to 1,934,114 shares (the "Shares") of
Common Stock, $1 par value per share (the "Common Stock"), of Coca-Cola
Enterprises Inc. (the "Company"), which may be offered from time to time by
certain share owners of the Company (the "Selling Share Owners"). See "SELLING
SHARE OWNERS". The Selling Share Owners, or their respective pledgees, donees,
tranferees or other successors in interest, have advised the Company that they
propose to offer the Shares, from time to time, through brokers in brokerage
transactions on the New York Stock Exchange ("NYSE"), to underwriters, dealers
or others in negotiated transactions or in a combination of such methods of
sale, at fixed prices which may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Brokers, dealers and underwriters that participate in the
distribution of the Shares may be deemed to be underwriters under the Securities
Act of 1933 (as amended, and together with the rules and regulations thereunder,
the "Securities Act"), and any discounts or commissions received by them from
any Selling Share Owner and any profits on the resale of Shares by them may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Selling Share Owners may be deemed to be underwriters under the Securities
Act.

The Common Stock is listed on the New York Stock Exchange under the
symbol "CCE." On August 17, 1998, the last reported sale price of the Common
Stock on the New York Stock Exchange Composite Tape was $28.75 per share.

---------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

-------------------------------------

THE DATE OF THIS PROSPECTUS IS _____________, 1998.

<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company with the Commission pursuant to the information
requirements of the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, NW, Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10007; and Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Section of the Commission at Room 1024, 450
Fifth Street, NW, Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of that Web site is http://www.sec.gov.

The Company's Common Stock is listed on the New York Stock Exchange.
All reports, proxy statements and other information filed by the Company with
the New York Stock Exchange may be inspected at the offices of the New York
Stock Exchange at 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on
Form S-3 (together with any amendments thereto, the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits
thereto, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to the
Registration Statement and the exhibits filed as a part thereof. Statements
contained in this Prospectus regarding the contents of any contract, agreement
or other document referred to are not necessarily complete, and in each instance
reference is made to the copy of such contract, agreement or document filed as
an exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. The Registration Statement, including the
exhibits thereto, may be inspected without charge at the principal office of the
Commission, 450 Fifth Street, NW, Washington, D.C. 20549, and copies of all or
any part thereof may be obtained from such office upon payment of the prescribed
fees.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this
Prospectus: (1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, (2) the Company's Quarterly Reports on Form 10-Q for
the quarters ended April 3, 1998 and July 3, 1998, (3) the Company's Current
Reports on Form 8-K dated January 5, 1998, January 6, 1998, January 20, 1998,
January 20, 1998, April 17, 1998, April 17, 1998, April 21, 1998, May 13, 1998
and July 3, 1998, and (4) the description of the Company's Common Stock set
forth in the Company's Registration Statement (File No. 01-09300) filed pursuant
to Section 12 of the Exchange and any amendment or report filed for the purpose
of updating any such description.

A COPY OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (EXCLUDING
EXHIBITS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION INCORPORATED HEREIN) THAT ARE NOT PRESENTED HEREIN OR DELIVERED
HEREWITH WILL BE PROVIDED BY FIRST CLASS MAIL WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, UPON ORAL
OR WRITTEN REQUEST OF ANY SUCH PERSON. REQUESTS SHOULD BE DIRECTED TO E. LISTON
BISHOP III, VICE PRESIDENT AND

<PAGE> 4

DEPUTY GENERAL COUNSEL, COCA-COLA ENTERPRISES INC., 2500 WINDY RIDGE PARKWAY,
ATLANTA, GEORGIA 30339; TELEPHONE NUMBER (770) 989-3009.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

Certain statements regarding future performance of the Company in this
Prospectus are forward-looking statements. Such statements are based on
currently available information along with the Company's operating plans and are
subject to certain future events and uncertainties. The Company's actual results
in the future could differ significantly from those implied by any
forward-looking statements.

THE COMPANY

The Company is the world's largest marketer, distributor and producer
of bottled and canned beverages of The Coca-Cola Company.

The Company was incorporated in 1944 under the laws of Delaware as a
wholly owned subsidiary of The Coca-Cola Company and became a public company in
1986. At August 17, 1998, The Coca-Cola Company owned approximately 42% of the
Company's common stock.

The Company's bottling territories in North America and in Europe
contain approximately 338 million people. The Company estimates that within its
territories 3.4 billion equivalent cases (192 ounces of finished beverage
product) were sold in 1997; 89% of this volume consisted of beverages produced
and sold under licenses from The Coca-Cola Company.

The Company's Coca-Cola bottling rights within the United States are
perpetual; elsewhere, bottling rights have stated expiration dates.

The Coca-Cola Company is the Company's largest share owner. Three
directors of the Company are executive officers or former executive officers of
The Coca-Cola Company.

The Company and The Coca-Cola Company are parties to a number of
significant transactions and agreements incident to their respective businesses
and may enter into additional material transactions and agreements in the
future.

The Company conducts its business primarily under agreements with The
Coca-Cola Company. These agreements give the Company the exclusive right to
market, distribute, and produce beverage products of The Coca-Cola Company in
authorized containers in specified territories. These agreements provide The
Coca-Cola Company with the ability, in its sole discretion, to establish prices,
terms of payment, and other terms and conditions for the purchase of
concentrates and syrups from The Coca-Cola Company. Other significant
transactions and agreements include acquisition of bottling territories,
arrangements for cooperative marketing, advertising expenditures, and purchases
of sweeteners.

Since 1979, The Coca-Cola Company has assisted in the transfer of
ownership or financial restructuring of a majority of its United States bottler
operations and has assisted in similar transfers of bottlers operating outside
the United States. Certain bottlers and interests therein have been acquired by
The Coca-Cola Company, and certain of those have been sold to bottlers,
including the Company, which are believed by management of The Coca-Cola Company
to be the best suited to manage and develop these acquired operations. The
Coca-Cola Company has advised the Company that it may continue this
reorganization of its bottler system.

<PAGE> 5

On February 10, 1997, the Company acquired Coca-Cola & Schweppes
Beverages Limited, the bottler for all of Great Britain, for a transaction value
(purchase price, assumed debt and other long-term obligations) of approximately
1.2 billion pounds sterling, or approximately $2 billion.

On August 7, 1997, the Company acquired The Coca-Cola Company's
interest in Coca-Cola Beverages Ltd. ("CCB"), the bottler for substantially all
the population of Canada. On September 11, 1997, the Company completed its
acquisition of shares of CCB held by the public share owners.

On August 7, 1997, the Company acquired The Coca-Cola Company's
interest in The Coca-Cola Bottling Company of New York, Inc. ("KONY"), the
bottler serving New York City, and certain other areas of New York, Connecticut,
Massachusetts, New Hampshire, New Jersey and Vermont. On January 5, 1998, the
Company completed its acquisition of KONY by acquiring the shares from the
remaining minority share owners.

The aggregate transaction value of the CCB and KONY acquisitions
(purchase price, acquired debt and KONY preferred stock) was approximately $1.7
billion.

On June 5, 1998, the Company acquired CCBG Corporation and Texas
Bottling Group, Inc. (collectively, "Coke Southwest") for a total transaction
value (purchase price and acquired debt) of approximately $1.1 billion.
Operating in parts of Texas, Oklahoma, New Mexico, Colorado and Kansas, Coke
Southwest is the fifth largest United States bottler of products of The
Coca-Cola Company.

The Company intends to acquire only bottling businesses offering the
Company the ability to produce long-term share-owner value.

SELLING SHARE OWNERS

The Shares are being offered for the account of the Selling Share
Owners named below. The Selling Share Owners acquired the Shares in exchange for
their shares of common stock of Great Plains Bottlers & Canners, Inc. ("Great
Plains"), in connection with the merger of Great Plains with a subsidiary of the
Company. Each of the Selling Share Owners may offer Shares in separate
transactions or in a single transaction.

The following table sets forth the name of each Selling Share Owner and
the number of shares of Common Stock held by each Selling Share Owner. No
Selling Share Owner holds as much as one percent of the outstanding Common
Stock.

<TABLE>
<CAPTION>
NAME SHARES BENEFICIALLY OWNED (1)
---- -----------------------------
<S> <C>
J. Patrick Keenan.................................... 672,631
J. Daniel Keenan..................................... 672,631
J. Michael Keenan.................................... 539,571
Glover Capital, Inc.................................. 46,817
Marion B. Glover and Gail S. Glover, tenants-in-
common............................................... 2,464
</TABLE>

(1) The number of Shares listed under this column as beneficially
owned by each Selling Share Owner has been estimated at 150%
of the number of Shares issuable upon conversion of all the
Company's

<PAGE> 6

Preferred Stock - Great Plains Series, including Shares held
in escrow, based on the closing prices of the Common Stock on
the New York Stock Exchange with respect to a conversion date
of August 17, 1998.

ISSUANCE OF COMMON STOCK TO SELLING SHARE OWNERS

On August 6, 1998, the Company issued 392,464 shares of Preferred Stock
- - Great Plains Series ("Preferred Stock") to some of the Selling Share Owners in
connection with the acquisition by the Company of Great Plains Bottlers and
Canners, Inc. Of these shares of Preferred Stock, 10,000 have been transferred
in private transactions to other Selling Share Owners. The Company relied on
Rule 506 of Regulation D under the Securities Act of 1933, as amended, which
provides an exemption from the registration requirements of the Securities Act
of 1933 for sales to accredited investors (as defined by Rule 501(a) of
Regulation D under the Securities Act of 1933). Each share of Preferred Stock is
convertible into that number of shares of Common Stock which is (i) the stated
value of $100 per share plus an amount equal to all dividends accrued and unpaid
thereon to the date of conversion (whether or not declared), divided by (ii) the
average of the closing sales price per share of the Common Stock on the New York
Stock Exchange composite tape for the 10 consecutive trading days immediately
prior to the second trading day prior to the conversion date. In connection with
the acquisition of Great Plains, the Company agreed to file a registration
statement following the closing of the transaction to cover the shares of Common
Stock issuable upon conversion of the Preferred Stock.

PLAN OF DISTRIBUTION

The Shares may be sold from time to time directly by one or more of the
Selling Share Owners, or their respective pledgees, donees, transferees or other
successors in interest, in separate transactions or in a single transaction.
Such sales may be made on the NYSE, or such other national securities exchange
or automated interdealer quotation system on which shares of Common Stock are
then listed, through negotiated transactions or otherwise at market prices
prevailing at the time of the sale or at negotiated prices. Alternatively, from
time to time one or more of the Selling Share Owners may offer Shares through
brokers, dealers or agents who may receive compensation in the form of
concessions or commissions from any such Selling Share Owners, agents and/or the
purchasers for whom they may act as agent. If necessary, a supplemental
Prospectus will describe the method of sale in greater detail. In addition, any
of the Shares which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus.

The Selling Share Owners and any such brokers, dealers or agents that
participate in the distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profits on the sale of Shares
by them and any associated discounts, commissions or concessions that are
received may be deemed to be underwriting compensation under the Securities Act.
To the extent a Selling Share Owner may be deemed to be an underwriter, such
Selling Share Owner may be subject to certain statutory liabilities under the
Securities Act, including but not limited to Sections 11 and 12 of the
Securities Act.

Shares may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices. If applicable, such prices will be
determined by agreement between the Selling Share Owners and any such dealers.
The Selling Share Owners may, from time to time, authorize dealers, acting as
the Selling Share Owners' agents, to solicit offers to purchase Shares upon the
terms and conditions set forth in any supplemental Prospectus. The Company is
not aware of any arrangements or contracts that the Selling Share Owners

<PAGE> 7

have entered into to effect any such transactions in the Shares, nor is the
Company aware of which brokerage firms the Selling Share Owners may select to
effect brokerage transactions.

The Selling Share Owners and any other person participating in a sale
or distribution of Shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation Rule 10b-5 and Regulation M, which provisions may limit the timing of
purchases and sales of any of the Shares by the Selling Share Owners and any
other such person.

The Company will not receive any part of the proceeds from the sale of
the Shares. The Selling Share Owners will pay all applicable stock transfer
taxes, brokerage commissions, underwriting discounts or commissions and the fees
of the Selling Share Owners' counsel, and the Company will bear all other
expenses in connection with the offering and sale of the Shares, including
filing fees, legal and accounting fees and expenses, printing costs, and other
expenses arising out of the preparation and filing of the Registration Statement
and this Prospectus.

USE OF PROCEEDS

The Company will not receive any proceeds from the sales hereunder of
the Shares but will bear certain of the expenses thereof. See "PLAN OF
DISTRIBUTION".

VALIDITY OF THE SHARES

The validity of the Shares is being passed upon for the Company by
Lowry F. Kline, Esquire, Executive Vice President and General Counsel for the
Company. Mr. Kline is also a share owner of the Company and holds options to
purchase additional shares of Common Stock.

EXPERTS

The consolidated financial statements of the Company incorporated by
reference in the Company's Annual Report (Form 10-K) for the year ended December
31, 1997, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report incorporated by reference therein and incorporated herein
by reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, BY THE SELLING SHARE OWNERS OR BY ANY OTHER PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SHARES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR SOLICITATION OF AN
OFFER TO BUY SUCH SHARES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.

<PAGE> 8

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The Registrant will bear no expenses in connection with any sale or
other distribution by the Selling Share Owner of the shares being registered
other than the expenses of preparation and distribution of this Registration
Statement and the Prospectus included in this Registration Statement. Such
expenses are set forth in the following table. All of the amounts shown are
estimates except the Securities and Exchange Commission ("SEC") registration
fee.

<TABLE>
<S> <C>
SEC registration fee................ $ 16,208
Legal fees and expenses............. 10,000
Accounting fees and expenses........ 2,000
Miscellaneous expenses.............. 1,000

Total........... $ 29,208
</TABLE>

ITEM 15. 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 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

<PAGE> 9

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 16. EXHIBITS.

<TABLE>
<CAPTION>
INCORPORATED BY REFERENCE OR FILED HEREWITH (THE
COMPANY'S CURRENT, QUARTERLY, AND ANNUAL REPORTS ARE
EXHIBIT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
NUMBER DESCRIPTION UNDER FILE NO. 01-09300)
- ------- ----------------------------------- ------------------------------------------------------
<S> <C> <C>
2.1-- Agreement between Cadbury Schweppes Exhibit 2.1, 2.2, 2.3 and 2.4 to the Company's Current Report
Public Limited Company, Coca-Cola on Form 8-K (Date of Report: February 10, 1997).
Holdings (United Kingdom) Limited,
The Coca-Cola Company, Bottling
Holdings (Great Britain) Limited, and
Coca-Cola Enterprises, dated August 9,
1996, as amended by amendments dated
November 29, 1996, December 16, 1996
and January 29, 1997.

2.2-- Stock Purchase Agreement among The Exhibit 2.1 to the Company's Current Report on Form 8-K
Coca-Cola Bottling Company of the (Date of Report: August 7, 1997).
Northeast, Bottling Investment Holdings,
Inc., Coca-Cola Enterprises and The
Coca-Cola Company, dated as of August
7, 1997.

2.3-- Stock Purchase Agreement among Exhibit 2.2 to the Company's Current Report on Form 8-K
Enterprises KOC Acquisition Company (Date of Report: August 7, 1997).
Ltd, Coca-Cola Ltd., Coca-Cola
Enterprises and The Coca-Cola
Company, dated as of August 7, 1997.

2.4-- Stock Purchase Memorandum between Exhibit 2.3 to the Company's Current Report on Form 8-K
George D. Overend and The Coca-Cola (Date of Report: August 7, 1997).
Bottling Company of the Northeast,
dated as of August 7, 1997.

2.5-- Stock Purchase Agreement dated as of Exhibit 2.1 to the Company's Current Report on Form 8-K
December 19, 1997 between The (Date of Report: January 5, 1998).
Prudential Insurance Company of America
and The Coca-Cola Bottling Company of
the Northeast.

</TABLE>

<PAGE> 10

<TABLE>
<CAPTION>
INCORPORATED BY REFERENCE OR FILED HEREWITH (THE
COMPANY'S CURRENT, QUARTERLY, AND ANNUAL REPORTS ARE
EXHIBIT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
NUMBER DESCRIPTION UNDER FILE NO. 01-09300)
- ------- ------------------------------------ -----------------------------------------------------
<S> <C>
2.6-- Stock Purchase Agreement dated as of Exhibit 2.2 to the Company's Current Report on Form 8-K
December 19, 1997 between Aetna Life (Date of Report: January 5, 1998).
Insurance Company and The Coca-Cola
Bottling Company of the Northeast.

2.7-- Stock Purchase Agreement dated as of Exhibit 2.3 to the Company's Current Report on Form 8-K
December 18, 1997 between The (Date of Report: January 5, 1998).
Northwestern Mutual Life Insurance
Company and The Coca-Cola Bottling
Company of the Northeast.

2.8-- Stock Purchase Agreement dated Exhibit 2.4 to the Company's Current Report on Form 8-K
as of December 31, 1997 between (Date of Report: January 5, 1998).
Smith Barney Inc., IRA Rollover
Custodian for William H. Cosby,
Jr. and The Coca-Cola Bottling
Company of the Northeast.

4.1-- Restated Certificate of Exhibit 3 to the Company's Current Report on Form 8-K (Date
Incorporation of Coca-Cola of Report: July 22, 1997).
Enterprises (restated as of
April 15, 1992) as amended by
Certificate of Amendment dated
April 21, 1997.

4.2-- Bylaws of Coca-Cola Enterprises, Exhibit 3.2 to the Company's Annual Report on Form 10-K
as amended through February 20, for the fiscal year ended December 31, 1995.
1996.

4.3-- Form of Coca-Cola Enterprises Filed herewith.
Common Stock certificate.

5-- Opinion of Lowry F. Kline, Esq. Filed herewith.

10.1-- 1986 Stock Option Plan of Exhibit 10.1 to the Company's Annual Report on
Coca-Cola Enterprises, as amended Form 10-K for the fiscal year ended December 31, 1991.
through February 12, 1991.

10.2-- Form of Stock Option Agreement Exhibit 10.5 to the Company's Registration Statement on
between Coca-Cola Enterprises Form S-1, No. 33-9447.
and certain of its officers.

10.3-- Coca-Cola Enterprises 1991 Stock Exhibit 10.11 to the Company's Annual Report on
Option Plan, as amended and Form 10-K for the fiscal year ended December 31, 1992.
restated through February 18, 1992.

10.4-- Coca-Cola Enterprises 1994 Stock Exhibit 4.3 to the Company's Registration Statement on
Option Plan. Form S-8, No. 33-53221.
</TABLE>

<PAGE> 11

INCORPORATED BY REFERENCE OR FILED HEREWITH (THE
COMPANY'S CURRENT, QUARTERLY, AND ANNUAL REPORTS ARE
EXHIBIT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
NUMBER DESCRIPTION UNDER FILE NO. 01-09300)
- ------- -------------------------------- -----------------------------------------------------
<S> <C> <C>
10.5-- Coca-Cola Enterprises 1995 Stock Exhibit 4.3 to the Company's Registration Statement on
Option Plan. Form S-8, No. 33-58699.

10.6-- Coca-Cola Enterprises 1992 Exhibit 4.3 to the Company's Registration Statement on
Restricted Stock Award Plan (as Form S-8, No. 33-53219.
amended and restated effective
February 7, 1994).

10.7-- Coca-Cola Enterprises Restricted Exhibit 10.8 to the Company's Annual Report on
Stock Award Tax Withholding Form 10-K for the fiscal year ended December 31, 1995.
Agreement.

10.8-- 1995 Phantom Stock Award Plan. Exhibit 10.9 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.

10.9-- Coca-Cola Enterprises 1995 Exhibit 10.10 to the Company's Annual Report on
Restricted Stock Award Plan (As Form 10-K for the fiscal year ended December 31, 1996.
Amended and Restated effective
January 2, 1996).

10.10-- Coca-Cola Enterprises 1995 Stock Exhibit 10.11 to the Company's Annual Report on
Option Plan (As Amended and Form 10-K for the fiscal year ended December 31, 1996.
Restated effective January 2, 1996).

10.11-- Coca-Cola Enterprises 1997 Stock Exhibit 10.11 to the Company's Annual Report on Form 10-K
Option Plan. for the fiscal year ended December 31, 1997.

10.12-- Long-Term Incentive Plan (As Exhibit 10.12 to the Company's Annual Report on
Amended and Restated Effective Form 10-K for the fiscal year ended December 31, 1996.
January 1, 1996).

10.13-- Coca-Cola Enterprises 1994-1996 Exhibit 10.7 to the Company's Annual Report on
Long-Term Incentive Plan. Form 10-K for the fiscal year ended December 31, 1994.

10.14-- Coca-Cola Enterprises Inc. Long- Exhibit 10.12 to the Company's Annual Report on
Term Incentive Plan (Effective Form 10-K for the fiscal year ended December 31, 1995.
January 1, 1995).

10.15-- Coca-Cola Enterprises Inc. Long- Exhibit 10.15 to the Company's Annual Report on Form 10-K
Term Incentive Plan (As Amended for the fiscal year ended December 31, 1997.
and Restated Effective January 1,
1997).

10.16-- Coca-Cola Enterprises Executive Exhibit 10.16 to the Company's Annual Report on Form 10-K
Management Incentive Plan for the fiscal year ended December 31, 1997.
(Effective January 1, 1997).

10.17-- Coca-Cola Enterprises Executive Exhibit 10.16 to the Company Annual Report on
Pension Plan, Effective January 1, Form 10-K for the fiscal year ended December 31, 1996.
1996.
</TABLE>

<PAGE> 12

INCORPORATED BY REFERENCE OR FILED HEREWITH (THE
COMPANY'S CURRENT, QUARTERLY, AND ANNUAL REPORTS ARE
EXHIBIT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
NUMBER DESCRIPTION UNDER FILE NO. 01-09300)
- ------- -------------------------------- ----------------------------------------------------
<S> <C> <C>
10.18-- Coca-Cola Enterprises Exhibit 10.18 to the Company's Annual Report on Form 10-K
Supplemental Pension Plan (As for the fiscal year ended December 31, 1997.
Amended and Restated Effective
July 1, 1993).

10.19-- 1991 Amendment and Restatement Exhibit 10.9 to the Company's Annual Report on
of the Coca-Cola Enterprises Form 10-K for the fiscal year ended December 31, 1994.
Supplemental Retirement Plan (As
Amended Effective July 1, 1993).

10.20-- Form of Stock Option Agreements Exhibit 10.36 to the Company's Registration Statement on
between Coca-Cola Enterprises Form S-1, No. 33-9447.
and certain of its directors.

10.21-- Coca-Cola Enterprises 1988 Stock Exhibit 10.10 to the Company's Annual Report on
Appreciation Rights Plan, as Form 10-K for the fiscal year ended December 31, 1991.
amended through February 12, 1991.

10.22-- Amended and Restated Deferred Exhibit 10.16 to the Company's Annual Report on
Compensation Agreement between Form 10-K for the fiscal year ended December 31, 1993.
Johnston Coca-Cola Bottling
Group and Henry A. Schimberg
dated December 16, 1991, as
amended.

10.23-- 1993 Amendment and Restatement Exhibit 10.17 to the Company's Annual Report on
of Deferred Compensation Form 10-K for the fiscal year ended December 31, 1993.
Agreement between Johnston
Coca-Cola Bottling Group and
John R. Alm as of April 30,
1993.

10.24-- Retirement Plan for the Board of Exhibit 10.33 to the Company's Annual Report on
Directors of Coca-Cola Enterprises, Form 10-K for the fiscal year ended December 31, 1991.
effective April 11, 1991.

10.25-- Deferred Compensation Plan for Exhibit 4.3 to the Company's Registration Statement
Non-Employee Director on Form S-8, No. 333-47353.
Compensation, as amended and
restated effective January 1, 1998.

10.26-- 1997 Director Stock Option Plan. Exhibit 10.26 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997.

10.27-- 1998 Director Stock Option Plan. Exhibit 10.27 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997.

</TABLE>

<PAGE> 13

10.29-- Registration Rights Agreement Exhibit 10.3 to the Company's Registration Statement on
dated November 12, 1986 between Form S-1, No. 33-9447.
Coca-Cola Enterprises and The
Coca-Cola Company.

10.30-- Registration Rights Agreement Exhibit 10 to the Company's Current Report on
dated as of December 17, 1991 Form 8-K (Date of Report: December 18, 1991).
among Coca-Cola Enterprises, The
Coca-Cola Company and the share
owners of Johnston Coca-Cola
Bottling Group named therein.

10.31-- Form of Bottle Contract, as Exhibit 10.24 to the Company's Annual Report on
amended. Form 10-K for the fiscal year ended December 30, 1988.

10.32-- Letter Agreement dated March 15, Exhibit 10.23 to the Company's Annual Report on
1989 between Coca-Cola Form 10-K for the fiscal year ended December 31, 1991.
Enterprises and The Coca-Cola
Company with respect to the
Bottle Contracts, as amended by
letter agreement dated
December 18, 1991.

10.33-- Form of Tolling Agreement Exhibit 10.41 to the Company's Annual Report on
between The Coca-Cola Company Form 10-K for the fiscal year ended January 2, 1987.
and various Company bottlers.

10.34-- Sweetener Sales Agreement-- Exhibit 10.34 to the Company's Annual Report on Form 10-K
Bottler between The Coca-Cola for the fiscal year ended December 31, 1997.
Company and various Company
bottlers, dated July 10, 1997.

10.35-- Can Supply Agreement, dated Exhibit 10.30 to the Company's Annual Report on
November 30, 1995, between Form 10-K for the fiscal year ended December 31, 1995.
American National Can Company
and Coca-Cola Enterprises.*

10.36-- Share Repurchase Agreement Exhibit 10.44 to the Company's Annual Report on
dated January 1, 1991 between Form 10-K for the fiscal year ended December 28, 1990.
The Coca-Cola Company and
Coca-Cola Enterprises.

10.37-- Form of International Bottlers Exhibit 10.33 to the Company's Annual Report on
Agreement. Form 10-K for the fiscal year ended December 31, 1996.

</TABLE>

<PAGE> 14

INCORPORATED BY REFERENCE OR FILED HEREWITH (THE
COMPANY'S CURRENT, QUARTERLY, AND ANNUAL REPORTS ARE
EXHIBIT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
NUMBER DESCRIPTION UNDER FILE NO. 01-09300)
- ------- ------------------------------------- ----------------------------------------------------
<S> <C> <C>
10.38-- Supplementary Agreement Exhibit 10.34 to the Company's Annual Report on
between Coca-Cola Enterprises, Form 10-K for the fiscal year ended December 31, 1996.
certain of its international bottlers
and The Coca-Cola Company and
The Coca-Cola Export
Corporation.

23.1-- Consent of Ernst & Young LLP. Filed herewith.

23.2-- Consent of Lowry F. Kline, Esq. Included in Exhibit 5.

24.1-- Powers of Attorney. Filed herewith.

24.2 Certified Resolution of the Coca-Cola Filed herewith.
Enterprises' Board of Directors.
</TABLE>
- --------------

* The Company has requested confidential treatment with respect to
portions of this document.

ITEM 17. 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;

<PAGE> 15

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) 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. Request for Acceleration of Effectiveness.

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.

<PAGE> 16

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 18th day of August, 1998.

COCA-COLA ENTERPRISES INC.
(Registrant)

By: HENRY A. SCHIMBERG*
-------------------------------------------
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.

<TABLE>
<S> <C> <C>
HENRY A. SCHIMBERG* President and Chief Executive August 18, 1998
- ------------------------ Officer and a Director (principal
(Henry A. Schimberg) executive officer)

JOHN R. ALM
- ------------------------ Executive Vice President and Chief August 18, 1998
(John R. Alm) Financial Officer (principal
financial officer)
O. MICHAEL WHIGHAM
- ------------------------ Vice President and Controller August 18, 1998
(O. Michael Whigham) (principal accounting officer)

S. K. JOHNSTON, JR.* Director August 18, 1998
- ------------------------
(S. K. Johnston, Jr.)

HOWARD G. BUFFETT* Director August 18, 1998
- ------------------------
(Howard G. Buffett)

JOHN L. CLENDENIN* Director August 18, 1998
- ------------------------
(John L. Clendenin)

JOHNNETTA B. COLE* Director August 18, 1998
- ------------------------
(Johnnetta B. Cole)

J. TREVOR EYTON* Director August 18, 1998
- ------------------------
(J. Trevor Eyton)

JOSEPH R. GLADDEN, JR.* Director August 18, 1998
- ------------------------
(Joseph R. Gladden, Jr.)

CLAUS M. HALLE* Director August 18, 1998
- ------------------------
(Claus M. Halle)

L. PHILLIP HUMANN* Director August 18, 1998
- ------------------------
(L. Phillip Humann)

JOHN E. JACOB* Director August 18, 1998
- ------------------------
(John E. Jacob)

ROBERT A. KELLER* Director August 18, 1998
- ------------------------
(Robert A. Keller)

JEAN-CLAUDE KILLY* Director August 18, 1998
- ------------------------
(Jean-Claude Killy)

S.L. PROBASCO, JR.* Director August 18, 1998
- ------------------------
(S.L. Probasco, Jr.)

</TABLE>

*By: LOWRY F. KLINE
--------------------
Lowry F. Kline
Attorney-in-Fact

<PAGE> 17

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
INCORPORATED BY REFERENCE OR FILED HEREWITH (THE
COMPANY'S CURRENT, QUARTERLY, AND ANNUAL REPORTS ARE
EXHIBIT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
NUMBER DESCRIPTION UNDER FILE NO. 01-09300)
- ------- --------------------------------------- ------------------------------------------------------
<S> <C> <C>
2.1-- Agreement between Cadbury Schweppes Exhibit 2.1, 2.2, 2.3 and 2.4 to the Company's Current Report
Public Limited Company, Coca-Cola on Form 8-K (Date of Report: February 10, 1997).
Holdings (United Kingdom) Limited,
The Coca-Cola Company, Bottling
Holdings (Great Britain) Limited, and
Coca-Cola Enterprises, dated August 9,
1996, as amended by amendments dated
November 29, 1996, December 16, 1996
and January 29, 1997.

2.6-- Stock Purchase Agreement dated as of Exhibit 2.2 to the Company's Current Report on Form 8-K
December 19, 1997 between Aetna Life (Date of Report: January 5, 1998).
Insurance Company and The Coca-Cola
Bottling Company of the Northeast.

17
<PAGE> 18
<TABLE>
<CAPTION>
INCORPORATED BY REFERENCE OR FILED HEREWITH (THE
COMPANY'S CURRENT, QUARTERLY, AND ANNUAL REPORTS ARE
EXHIBIT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
NUMBER DESCRIPTION UNDER FILE NO. 01-09300)
- ------- --------------------------------- -----------------------------------------------------
<S> <C> <C>
2.8-- Stock Purchase Agreement dated Exhibit 2.4 to the Company's Current Report on Form 8-K
as of December 31, 1997 between (Date of Report: January 5, 1998).
Smith Barney Inc., IRA Rollover
Custodian for William H. Cosby,
Jr. and The Coca-Cola Bottling
Company of the Northeast.

4.2-- Bylaws of Coca-Cola Enterprises, Exhibit 3.2 to the Company's Annual Report on Form 10-K
as amended through February 20, for the fiscal year ended December 31, 1995.
1996.

4.3-- Form of Coca-Cola Enterprises Filed herewith.
Common Stock certificate.

5-- Opinion of Lowry F. Kline, Esq. Filed herewith.

10.1-- 1986 Stock Option Plan of Exhibit 10.1 to the Company's Annual Report on
Coca-Cola Enterprises, as amended Form 10-K for the fiscal year ended December 31, 1991.
through February 12, 1991.

10.2-- Form of Stock Option Agreement Exhibit 10.5 to the Company's Registration Statement on
between Coca-Cola Enterprises Form S-1, No. 33-9447.
and certain of its officers.

10.4-- Coca-Cola Enterprises 1994 Stock Exhibit 4.3 to the Company's Registration Statement on
Option Plan. Form S-8, No. 33-53221.

10.5-- Coca-Cola Enterprises 1995 Stock Exhibit 4.3 to the Company's Registration Statement on
Option Plan. Form S-8, No. 33-58699.

10.6-- Coca-Cola Enterprises 1992 Exhibit 4.3 to the Company's Registration Statement on
Restricted Stock Award Plan (as Form S-8, No. 33-53219.
amended and restated effective
February 7, 1994).

10.7-- Coca-Cola Enterprises Restricted Exhibit 10.8 to the Company's Annual Report on
Stock Award Tax Withholding Form 10-K for the fiscal year ended December 31, 1995.
Agreement.

</TABLE>
18
<PAGE> 19

10.11-- Coca-Cola Enterprises 1997 Stock Exhibit 10.11 to the Company's Annual Report on Form 10-K
Option Plan. for the fiscal year ended December 31, 1997.

10.12-- Long-Term Incentive Plan (As Exhibit 10.12 to the Company's Annual Report on
Amended and Restated Effective Form 10-K for the fiscal year ended December 31, 1996.
January 1, 1996).

10.13-- Coca-Cola Enterprises 1994-1996 Exhibit 10.7 to the Company's Annual Report on
Long-Term Incentive Plan. Form 10-K for the fiscal year ended December 31, 1994.

10.14-- Coca-Cola Enterprises Inc. Long- Exhibit 10.12 to the Company's Annual Report on
Term Incentive Plan (Effective Form 10-K for the fiscal year ended December 31, 1995.
January 1, 1995).

10.16-- Coca-Cola Enterprises Executive Exhibit 10.16 to the Company's Annual Report on Form 10-K
Management Incentive Plan for the fiscal year ended December 31, 1997.
(Effective January 1, 1997).

10.17-- Coca-Cola Enterprises Executive Exhibit 10.16 to the Company Annual Report on
Pension Plan, Effective January 1, Form 10-K for the fiscal year ended December 31, 1996.
1996.

10.18-- Coca-Cola Enterprises Exhibit 10.18 to the Company's Annual Report on Form 10-K
Supplemental Pension Plan (As for the fiscal year ended December 31, 1997.
Amended and Restated Effective
July 1, 1993).

19
<PAGE> 20
<TABLE>
<CAPTION>
INCORPORATED BY REFERENCE OR FILED HEREWITH (THE
COMPANY'S CURRENT, QUARTERLY, AND ANNUAL REPORTS ARE
EXHIBIT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
NUMBER DESCRIPTION UNDER FILE NO. 01-09300)
- ------- ---------------------------- ----------------------------------------------------
<S> <C> <C>

10.20-- Form of Stock Option Agreements Exhibit 10.36 to the Company's Registration Statement on
between Coca-Cola Enterprises Form S-1, No. 33-9447.
and certain of its directors.

10.26-- 1997 Director Stock Option Plan. Exhibit 10.26 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997.

10.27-- 1998 Director Stock Option Plan. Exhibit 10.27 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997.

10.28-- Tax Sharing Agreement dated Exhibit 10.1 to the Company's Registration Statement on
November 12, 1986 between Form S-1, No. 33-9447.
Coca-Cola Enterprises and The
Coca-Cola Company.

10.29-- Registration Rights Agreement Exhibit 10.3 to the Company's Registration Statement on
dated November 12, 1986 between Form S-1, No. 33-9447.
Coca-Cola Enterprises and The
Coca-Cola Company.
</TABLE>

<PAGE> 21
<TABLE>
<CAPTION>
INCORPORATED BY REFERENCE OR FILED HEREWITH (THE
COMPANY'S CURRENT, QUARTERLY, AND ANNUAL REPORTS ARE
EXHIBIT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
NUMBER DESCRIPTION UNDER FILE NO. 01-09300)
- ------- --------------------------------- ------------------------------------------------------
<S> <C> <C>
10.30-- Registration Rights Agreement Exhibit 10 to the Company's Current Report on
dated as of December 17, 1991 Form 8-K (Date of Report: December 18, 1991).
among Coca-Cola Enterprises, The
Coca-Cola Company and the share
owners of Johnston Coca-Cola
Bottling Group named therein.

10.31-- Form of Bottle Contract, as Exhibit 10.24 to the Company's Annual Report on
amended. Form 10-K for the fiscal year ended December 30, 1988.

10.33-- Form of Tolling Agreement Exhibit 10.41 to the Company's Annual Report
on between The Coca-Cola Company Form 10-K for the fiscal year ended January 2, 1987.
and various Company bottlers.

10.37-- Form of International Bottlers Exhibit 10.33 to the Company's Annual Report on
Agreement. Form 10-K for the fiscal year ended December 31, 1996.

10.38-- Supplementary Agreement Exhibit 10.34 to the Company's Annual Report on
between Coca-Cola Enterprises, Form 10-K for the fiscal year ended December 31, 1996.
certain of its international bottlers
and The Coca-Cola Company and
The Coca-Cola Export
Corporation.

23.1-- Consent of Ernst & Young LLP. Filed herewith.

23.2-- Consent of Lowry F. Kline, Esq. Included in Exhibit 5.
</TABLE>

21
<PAGE> 22
<TABLE>
<CAPTION>
INCORPORATED BY REFERENCE OR FILED HEREWITH (THE
COMPANY'S CURRENT, QUARTERLY, AND ANNUAL REPORTS ARE
EXHIBIT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
NUMBER DESCRIPTION UNDER FILE NO. 01-09300)
- ------- -------------------------------------- ----------------------------------------------------
<S> <C> <C>
24.1-- Powers of Attorney. Filed herewith.

24.2 Certified Resolution of Coca-Cola Filed herewith.
Enterprises' Board of Directors.
</TABLE>

- --------------

* The Company has requested confidential treatment with respect to
portions of this document.

<PAGE> 1
EXHIBIT 4.3
Form of Coca-Cola Enterprises Common Stock Certificate.
<PAGE> 2

COMMON STOCK COMMON STOCK
<S> <C> <C> <C> <C>
NUMBER SHARES
CCE47229 PAR VALUE $1.00 INCORPORATED UNDER THE LAWS SPECIMEN
PER SHARE OF THE STATE OF DELAWARE

[LOGO] SEE REVERSE FOR
COCA-COLA ENTERPRISES INC. CERTAIN DEFINITIONS
AND RESTRICTIONS

CUSIP 191219 10 4

THIS CERTIFIES THAT

SPECIMEN

IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

COCA-COLA ENTERPRISES INC. TRANSFERABLE UPON THE BOOKS OF THE CORPORATION BY THE OWNER HEREOF IN PERSON OR BY DULY AUTHORIZED
ATTORNEY, UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT AND REGISTERED BY THE REGISTRAR. WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.

DATED:

COUNTERSIGNED AND REGISTERED: /S/ SUMMERFIELD K. JOHNSTON JR. /S/ HENRY A. SCHIMBERG
FIRST CHICAGO TRUST COMPANY OF NEW YORK SEAL SUMMERFIELD K. JOHNSTON, JR. HENRY A SCHIMBERG
VICE CHAIRMAN AND PRESIDENT AND
TRANSFER AGENT CHIEF EXECUTIVE OFFICER CHIEF OPERATING OFFICER
AND REGISTRAR

BY: /S/ JOSEPH S. SPADEFORD /S/ VICKI G. ROMAN
VICKI G. ROMAN
AUTHORIZED OFFICER VICE PRESIDENT TREASURER

</TABLE>
<PAGE> 3
This certificate and the shares represented hereby are issued and shall be
subject to the Certificate of Incorporation of Coca-Cola Enterprises Inc. as the
same has been and shall be amended from time to time, to all of which
provisions the holder, by acceptance hereof, assents. The Corporation will
furnish without charge to each shareholder who so requests the powers,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<S> <C>
TEN COM-as tenants in common UNIF GIFT MIN ACT- Custodian
-------- --------
TEN ENT-as tenants by the entireties (Cust) (Minor)
under Uniform Gifts to Minors
JT TEN -as joint tenants with right
of survivorship and not as Act
tenants in common --------------------------
(State)
Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,__________HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
_____________________________________________________________________________________________

_____________________________________________________________________________________________

________________________________________________________________________________________SHARES
OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT________________________________________________________________________

______________________________________________________________________________________________
ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED,____________________________

____________________________________________
SIGNATURE OF TRANSFEROR

_______________________________________________
SIGNATURE GUARANTEED
</TABLE>

(BEFORE SIGNING, READ AND
IMPORTANT (COMPLY CAREFULLY WITH
(REQUIREMENTS PRINTED BELOW.

THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE(S) SHOULD BE GUARANTEED BY
A COMMERCIAL BANK OR TRUST COMPANY, OR BY A NEW YORK, BOSTON, MIDWEST, PBW OR
PACIFIC STOCK EXCHANGE MEMBER FIRM, WHOSE SIGNATURE IS KNOWN TO THE TRANSFER
AGENT.

<PAGE> 1

EXHIBIT 5

Opinion of Lowry F. Kline, Esq.

<PAGE> 2

August 19, 1998

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Re: Coca-Cola Enterprises Inc.;
Registration Statement on Form S-3

Gentlemen:

I have acted as counsel to Coca-Cola Enterprises Inc. (the "Company") in
connection with the filing by the Company of a Registration Statement on Form
S-3 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") relating to the proposed public offering and sale of up to
1,934,114 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), in connection with transactions described in the Registration
Statement.

The opinions set forth below are given to the Commission pursuant to Item 16 of
Form S-3 and Item 601(b)(5) of Regulation S-K. All capitalized terms not
otherwise defined herein have the same meanings as defined in the Registration
Statement.

In rendering the opinion set forth below, I have examined the Company's Restated
Certificate of Incorporation, as amended, and Bylaws, as amended, and such other
corporate records of the Company and documents and certificates of public
officials and others as I deemed necessary or appropriate under the
circumstances for me to express such opinion.

The shares of Common Stock covered by the Registration Statement, when delivered
under the circumstances described in the Registration Statement, will be duly
authorized, validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement, and I hereby consent to the reference made to me under the heading
"Legal Matters" set forth in the prospectus forming a part of the Registration
Statement. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933.

Very truly yours,

Lowry F. Kline

<PAGE> 1

EXHIBIT 23.1

Ernst & Young LLP

<PAGE> 2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Coca-Cola
Enterprises Inc. for the registration of 1,934,114 shares of its common stock
and to the incorporation by reference therein of our reports dated January 19,
1998, with respect to the consolidated financial statements of Coca-Cola
Enterprises Inc. incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1997 and related financial statement schedule
included therein, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Atlanta, Georgia
August 17, 1998

<PAGE> 1
EXHIBIT 24.1

POWER OF ATTORNEY
<PAGE> 2

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
and filing with the Securities and Exchange Commission a registration statement
with respect to a secondary offering of securities of the Company that will be
issued in connection with the acquisition of the Company of Great Plains
Bottlers & Canners, Inc.