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 DECEMBER 18, 1990
                     BY AND BETWEEN COCA-COLA ENTERPRISES INC.
                               AND JOHNNETTA B. COLE
                             (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 December 18,  1990 by and between
   Coca-Cola Enterprises Inc. and Johnnetta B. Cole. 

             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.
<PAGE>



   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.
<PAGE>



                  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)

                                      By: S. K. JOHNSTON, JR.
                                          ------------------------------
                                          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 and
                            principal accounting
                            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
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 TEXT", "secsgml_size_bytes": 16173}]
{"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": "033-54951", "film-number": "94542073"}, "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)

                      AGREEMENT DATED AS OF DECEMBER 18, 1990
                     BY AND BETWEEN COCA-COLA ENTERPRISES INC.
                               AND JOHNNETTA B. COLE
                             (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 December 18,  1990 by and between
   Coca-Cola Enterprises Inc. and Johnnetta B. Cole. 

             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)

                                      By: S. K. JOHNSTON, JR.
                                          ------------------------------
                                          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 and
                            principal accounting
                            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