Registration No. 33-
                                                                       --------

                        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.)


                One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313
           (Address of principal executive offices, including Zip Code)

                       AGREEMENT DATED AS OF APRIL 9, 1992
                    BY AND BETWEEN COCA-COLA ENTERPRISES INC.
                              AND L. PHILLIP HUMANN
                             (Full title of the Plan)

                               Lowry F. Kline, Esq.
                                 General Counsel
                            Coca-Cola Enterprises Inc.
                            One Coca-Cola Plaza, N.W.
                                Atlanta, GA 30313
                     (Name and address of agent for service)

                                  (404) 676-2100
          (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         1,500        $16.50      $24,750.00       $100(1)
    Enterprises       shares
    Inc. Common
    Stock, $1.00
    par value

        (1)  The minimum fee pursuant to Section 6(b) of the Securities Act 
             of 1933.
<PAGE>



                                     PART II

                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, 1993;

             (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,
   1993;

             (c)  the description  of  the  Registrant's  common  stock  to  be
   offered hereby which is contained in the registration statement on  Form 8-A
   filed under  Section 12 of  the Securities Exchange  Act of 1934,  which was
   declared effective on November 21, 1986, including any amendments or reports
   filed for the purpose of updating such description.

             All documents filed by the Registrant 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.
<PAGE>



             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
   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 or  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 CLAIMS.

             Not applicable.

   ITEM 8.  EXHIBITS.

             4.1  Restated   Certificate   of   Incorporation    of   Coca-Cola
   Enterprises Inc., as amended on April 15, 1992, incorporated by reference to
   Exhibit 28.2  to the Registrant's Quarterly Report on Form 10-Q as filed May
   11, 1992.

             4.2  Bylaws  of  Coca-Cola Enterprises  Inc.,  as  amended through
   February  18,  1992,  incorporated  by  reference  to  Exhibit  3.2  to  the
   Registrant's Annual Report  on Form 10-K for the fiscal  year ended December
   31, 1991.

             4.3  Agreement  dated as of April 9, 1992 by and between Coca-Cola
   Enterprises Inc. and L. Phillip Humann. 

             23   Consent of Ernst & Young.

             25   Powers of Attorney and Resolution of the Board of Directors.

<PAGE>



             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; 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)  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.
<PAGE>



             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.
<PAGE>



                                    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 Registration  Statement to be  signed on  its
   behalf  by  the  undersigned, thereunto  duly  authorized,  in  the City  of
   Atlanta, State of Georgia, on the 19th day of July, 1994.

                                      COCA-COLA ENTERPRISES INC.
                                              (Registrant)

                                          S. K. JOHNSTON, JR.
                                      By:------------------------
                                          S. K. Johnston, Jr.
                                         Vice Chairman 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.K. JOHNSTON, JR.
    ----------------------- Vice Chairman, Chief          JULY 19, 1994
    (S.K. Johnston, Jr.)    Executive Officer
                            and a Director
                            (principal executive
                            officer)
    
     JOHN R. ALM
    ----------------------- Senior Vice                   JULY 19, 1994
    (John R. Alm)           President and Chief
                            Financial Officer
                            (principal financial
                            officer) 

    
     BERNICE H. WINTER
    ----------------------- Vice President and            JULY 19, 1994
    (Bernice H. Winter)     Controller
                            (principal
                            accounting officer)

    HOWARD G. BUFFETT*      Director                      JULY 19, 1994
    (Howard G. Buffett)
    
    JOHN L. CLENDENIN*      Director                      JULY 19, 1994
    (John L. Clendenin)

    JOHNNETTA B. COLE*      Director                      JULY 19, 1994
    (Johnnetta B. Cole)
    
    T. MARSHALL HAHN, JR.*  Director                      JULY 19, 1994
    (T. Marshall Hahn, Jr.)

    CLAUS M. HALLE*         Director                      JULY 19, 1994
    (Claus M. Halle)

    L. PHILLIP HUMANN*      Director                      JULY 19, 1994
    (L. Phillip Humann)
    
    M. DOUGLAS IVESTER*     Director                      JULY 19, 1994
    (M. Douglas Ivester)
<PAGE>



    E. NEVILLE ISDELL*      Director                      JULY 19, 1994
    (E. Neville Isdell)
    
    JOHN E. JACOB*          Director                      JULY 19, 1994
    (John E. Jacob)

    ROBERT A. KELLER*       Director                      JULY 19, 1994
    (Robert A. Keller)

    S.L. PROBASCO, JR.*     Director                      JULY 19, 1994
    (S.L. Probasco, Jr.)
    
    HENRY A. SCHIMBERG*     Director                      JULY 19, 1994
    (Henry A. Schimberg)

    FRANCIS A. TARKENTON*   Director                      JULY 19, 1994
    (Francis A. Tarkenton)


        LOWRY F. KLINE
   *By:--------------------
       Lowry F. Kline 
       Attorney-in-Fact<PAGE>
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Registration No. 33-
                                                                       --------

                        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.)

                One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313
           (Address of principal executive offices, including Zip Code)

                       AGREEMENT DATED AS OF APRIL 9, 1992
                    BY AND BETWEEN COCA-COLA ENTERPRISES INC.
                              AND L. PHILLIP HUMANN
                             (Full title of the Plan)

                               Lowry F. Kline, Esq.
                                 General Counsel
                            Coca-Cola Enterprises Inc.
                            One Coca-Cola Plaza, N.W.
                                Atlanta, GA 30313
                     (Name and address of agent for service)

                                  (404) 676-2100
          (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         1,500        $16.50      $24,750.00       $100(1)
    Enterprises       shares
    Inc. Common
    Stock, $1.00
    par value

        (1)  The minimum fee pursuant to Section 6(b) of the Securities Act 
             of 1933.
PART II

                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, 1993;

             (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,
   1993;

             (c)  the description  of  the  Registrant's  common  stock  to  be
   offered hereby which is contained in the registration statement on  Form 8-A
   filed under  Section 12 of  the Securities Exchange  Act of 1934,  which was
   declared effective on November 21, 1986, including any amendments or reports
   filed for the purpose of updating such description.

             All documents filed by the Registrant 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
   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 or  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 CLAIMS.

             Not applicable.

   ITEM 8.  EXHIBITS.

             4.1  Restated   Certificate   of   Incorporation    of   Coca-Cola
   Enterprises Inc., as amended on April 15, 1992, incorporated by reference to
   Exhibit 28.2  to the Registrant's Quarterly Report on Form 10-Q as filed May
   11, 1992.

             4.2  Bylaws  of  Coca-Cola Enterprises  Inc.,  as  amended through
   February  18,  1992,  incorporated  by  reference  to  Exhibit  3.2  to  the
   Registrant's Annual Report  on Form 10-K for the fiscal  year ended December
   31, 1991.

             4.3  Agreement  dated as of April 9, 1992 by and between Coca-Cola
   Enterprises Inc. and L. Phillip Humann. 

             23   Consent of Ernst & Young.

             25   Powers of Attorney and Resolution of the Board of Directors.
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; 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)  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.
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 Registration  Statement to be  signed on  its
   behalf  by  the  undersigned, thereunto  duly  authorized,  in  the City  of
   Atlanta, State of Georgia, on the 19th day of July, 1994.

                                      COCA-COLA ENTERPRISES INC.
                                              (Registrant)

                                          S. K. JOHNSTON, JR.
                                      By:------------------------
                                          S. K. Johnston, Jr.
                                         Vice Chairman 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.K. JOHNSTON, JR.
    ----------------------- Vice Chairman, Chief          JULY 19, 1994
    (S.K. Johnston, Jr.)    Executive Officer
                            and a Director
                            (principal executive
                            officer)
    
     JOHN R. ALM
    ----------------------- Senior Vice                   JULY 19, 1994
    (John R. Alm)           President and Chief
                            Financial Officer
                            (principal financial
                            officer) 

    
     BERNICE H. WINTER
    ----------------------- Vice President and            JULY 19, 1994
    (Bernice H. Winter)     Controller
                            (principal
                            accounting officer)

    HOWARD G. BUFFETT*      Director                      JULY 19, 1994
    (Howard G. Buffett)
    
    JOHN L. CLENDENIN*      Director                      JULY 19, 1994
    (John L. Clendenin)

    JOHNNETTA B. COLE*      Director                      JULY 19, 1994
    (Johnnetta B. Cole)
    
    T. MARSHALL HAHN, JR.*  Director                      JULY 19, 1994
    (T. Marshall Hahn, Jr.)

    CLAUS M. HALLE*         Director                      JULY 19, 1994
    (Claus M. Halle)

    L. PHILLIP HUMANN*      Director                      JULY 19, 1994
    (L. Phillip Humann)
    
    M. DOUGLAS IVESTER*     Director                      JULY 19, 1994
    (M. Douglas Ivester)
E. NEVILLE ISDELL*      Director                      JULY 19, 1994
    (E. Neville Isdell)
    
    JOHN E. JACOB*          Director                      JULY 19, 1994
    (John E. Jacob)

    ROBERT A. KELLER*       Director                      JULY 19, 1994
    (Robert A. Keller)

    S.L. PROBASCO, JR.*     Director                      JULY 19, 1994
    (S.L. Probasco, Jr.)
    
    HENRY A. SCHIMBERG*     Director                      JULY 19, 1994
    (Henry A. Schimberg)

    FRANCIS A. TARKENTON*   Director                      JULY 19, 1994
    (Francis A. Tarkenton)

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