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)


                     COCA-COLA ENTERPRISES INC.
                       1995 STOCK OPTION PLAN
                      (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           2,893,100     $21 3/8(1) $61,840,012.50(1)  $21,324.15(1)
Enterprises Inc.     shares
Common Stock, 
$1.00
par value


             (1)  Determined in accordance with Rule 457(c) under the
             Securities Act of 1933, based on the average of the
             high and low prices reported on the New York Stock
             Exchange on April 12, 1995.


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, 1994;

             (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, 1994;

             (c)  the description of the registrant's common
   stock to be offered hereby which is contained in the
   registration statement filed on Form 8-A on October 28, 1986,
   under Section 12 of the Securities Exchange Act of 1934,
   including any amendments or reports filed for the purpose of
   updating such description.

             All documents filed by the registrant 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 of officer
   acted in good faith in a manner which he reasonably believed
   to be in or not opposed to the best interest of the
   corporation and, in addition, in criminal actions, if he had
   reasonable cause to believe his conduct to be lawful.  If, in
   an action brought by or in the right of the corporation, the
   director or officer is adjudged to be liable for negligence or
   misconduct in the performance of his duty, he will only be
   entitled to such indemnity as the court finds to be proper. 
   Persons who are successful in defense of any claim against
   them are entitled to indemnification as of right against
   expenses reasonably incurred in connection therewith.  In all
   other cases, indemnification shall be made (unless otherwise
   ordered by a court) only if the board of directors, acting by
   a majority vote of a quorum of disinterested directors,
   independent legal counsel or holders of a majority of the
   shares entitled to vote determines that the applicable
   standard of conduct has been met.  Section 145 provides such
   indemnity for persons who, at the request of the corporation,
   act as directors, officers, employees or agents of other
   corporations, partnerships or other enterprises.

             The registrant maintains directors and officers
   liability insurance which insures against liabilities that
   directors or officers of the registrant may incur in such
   capacities.

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.
             
   ITEM 8.  EXHIBITS.

             4.1  Restated Certificate of Incorporation of 
   Coca-Cola Enterprises, as amended on April 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.

             4.3  Coca-Cola Enterprises Inc. 1995 Restricted
   Stock Award Plan. 

             5    Opinion regarding legality of the securities
   being registered.

             23.1 Consent of Ernst & Young LLP.

             23.2 Consent of counsel (included in Exhibit No. 5).

             24   Powers of Attorney.

   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.
<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 17th day of April, 1995.

                       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,       April 17, 1995
    _______________________ Chief Executive
    (S.K. Johnston, Jr.)    Officer and a
                            Director (principal
                            executive officer)

    JOHN R. ALM             Senior Vice          April 17, 1995
    _______________________ President and Chief
    (John R. Alm)           Financial Officer
                            (principal
                            financial officer)
    BERNICE H. WINTER       Vice President and   April 17, 1995
    ----------------------  Controller
    (Bernice H. Winter)     (principal
                            accounting officer)

               *            Chairman of the      April 17, 1995
    ----------------------- Board of Directors
    (M. Douglas Ivester)

               *            President, Chief     April 17, 1995
    ----------------------- Operating Officer
    (Henry A. Schimberg)    and a Director
               *            Director             April 17, 1995
    -----------------------
    (Howard G. Buffett)
    
               *            Director             April 17, 1995
    -----------------------
    (John L. Clendenin)

               *            Director             April 17, 1995
    -----------------------
    (Johnnetta B. Cole)
               *            Director             April 17, 1995
    _______________________
    (T. Marshall Hahn, Jr.)

               *            Director             April 17, 1995
    _______________________
    (Claus M. Halle)

               *            Director             April 17, 1995
    _______________________
    (L. Phillip Humann)
               *            Director             April 17, 1995
    _______________________
    (Robert A. Keller)

               *            Director             April 17, 1995
    -----------------------
    (S. L. Probasco, Jr.)
               *            Director             April 17, 1995
    ----------------------
    (Francis A. Tarkenton)

        LOWRY F. KLINE
   *By:____________________
       Lowry F. Kline 
       Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION PLAN", "secsgml_size_bytes": 15236}]
{"company-data": {"conformed-name": "COCA COLA ENTERPRISES INC", "cik": "0000804055", "assigned-sic": "2086", "irs-number": "580503352", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58699", "film-number": "95529527"}, "business-address": {"street1": "COCA COLA PLZ NW", "city": "ATLANTA", "state": "GA", "zip": "30313", "phone": "4046762100"}, "mail-address": {"street1": "PO BOX 1778", "city": "ATLANTA", "state": "GA", "zip": "30301"}}
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)

                     COCA-COLA ENTERPRISES INC.
                       1995 STOCK OPTION PLAN
                      (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           2,893,100     $21 3/8(1) $61,840,012.50(1)  $21,324.15(1)
Enterprises Inc.     shares
Common Stock, 
$1.00
par value

             (1)  Determined in accordance with Rule 457(c) under the
             Securities Act of 1933, based on the average of the
             high and low prices reported on the New York Stock
             Exchange on April 12, 1995.

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, 1994;

             (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, 1994;

             (c)  the description of the registrant's common
   stock to be offered hereby which is contained in the
   registration statement filed on Form 8-A on October 28, 1986,
   under Section 12 of the Securities Exchange Act of 1934,
   including any amendments or reports filed for the purpose of
   updating such description.

             All documents filed by the registrant 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 of officer
   acted in good faith in a manner which he reasonably believed
   to be in or not opposed to the best interest of the
   corporation and, in addition, in criminal actions, if he had
   reasonable cause to believe his conduct to be lawful.  If, in
   an action brought by or in the right of the corporation, the
   director or officer is adjudged to be liable for negligence or
   misconduct in the performance of his duty, he will only be
   entitled to such indemnity as the court finds to be proper. 
   Persons who are successful in defense of any claim against
   them are entitled to indemnification as of right against
   expenses reasonably incurred in connection therewith.  In all
   other cases, indemnification shall be made (unless otherwise
   ordered by a court) only if the board of directors, acting by
   a majority vote of a quorum of disinterested directors,
   independent legal counsel or holders of a majority of the
   shares entitled to vote determines that the applicable
   standard of conduct has been met.  Section 145 provides such
   indemnity for persons who, at the request of the corporation,
   act as directors, officers, employees or agents of other
   corporations, partnerships or other enterprises.

             The registrant maintains directors and officers
   liability insurance which insures against liabilities that
   directors or officers of the registrant may incur in such
   capacities.

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.
             
   ITEM 8.  EXHIBITS.

             4.1  Restated Certificate of Incorporation of 
   Coca-Cola Enterprises, as amended on April 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.

             4.3  Coca-Cola Enterprises Inc. 1995 Restricted
   Stock Award Plan. 

             5    Opinion regarding legality of the securities
   being registered.

             23.1 Consent of Ernst & Young LLP.

             23.2 Consent of counsel (included in Exhibit No. 5).

             24   Powers of Attorney.

   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 17th day of April, 1995.

                       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,       April 17, 1995
    _______________________ Chief Executive
    (S.K. Johnston, Jr.)    Officer and a
                            Director (principal
                            executive officer)

    JOHN R. ALM             Senior Vice          April 17, 1995
    _______________________ President and Chief
    (John R. Alm)           Financial Officer
                            (principal
                            financial officer)
    BERNICE H. WINTER       Vice President and   April 17, 1995
    ----------------------  Controller
    (Bernice H. Winter)     (principal
                            accounting officer)

               *            Chairman of the      April 17, 1995
    ----------------------- Board of Directors
    (M. Douglas Ivester)

               *            President, Chief     April 17, 1995
    ----------------------- Operating Officer
    (Henry A. Schimberg)    and a Director
               *            Director             April 17, 1995
    -----------------------
    (Howard G. Buffett)
    
               *            Director             April 17, 1995
    -----------------------
    (John L. Clendenin)

               *            Director             April 17, 1995
    -----------------------
    (Johnnetta B. Cole)
               *            Director             April 17, 1995
    _______________________
    (T. Marshall Hahn, Jr.)

               *            Director             April 17, 1995
    _______________________
    (Claus M. Halle)

               *            Director             April 17, 1995
    _______________________
    (L. Phillip Humann)
               *            Director             April 17, 1995
    _______________________
    (Robert A. Keller)

               *            Director             April 17, 1995
    -----------------------
    (S. L. Probasco, Jr.)
               *            Director             April 17, 1995
    ----------------------
    (Francis A. Tarkenton)

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