<PAGE>
                                                 Registration No. 333-________

                      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.)

               2500 Windy Ridge Parkway, Atlanta, Georgia 30339
         (Address of principal executive offices, including Zip Code)

                        THE COCA-COLA BOTTLING COMPANY
                               OF NEW YORK, INC.
                          SAVINGS AND INVESTMENT PLAN
                           (Full title of the Plan)

                             Lowry F. Kline, Esq.
                 Executive Vice President and General Counsel
                          Coca-Cola Enterprises Inc.
                           2500 Windy Ridge Parkway
                               Atlanta, GA 30339
                    (Name and address of agent for service)

                                (770) 989-3000
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
                                  Proposed        Proposed            
   Title of                        maximum         maximum       Amount of
Securities to   Amount to be   offering price     aggregate     registration
be registered    registered       per share    offering price       fee
--------------  -------------  --------------  --------------  --------------
Coca-Cola      700,000 shares    $37.97 (1)    $26,579,000(1)  $7,840.81(1)
Enterprises
Inc. Common
Stock, $1.00
par value

Participation       (2)          (3)               (3)             (3)
in The Coca-Cola 
Bottling Company
of New York, Inc.
Savings and
Investment
Plan

      (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 27, 1998.

      (2)   In  addition, pursuant to Rule 416(c) under the Securities Act  of
            1933,  this  registration statement also covers  an  indeterminate
            amount of interests to be offered or sold pursuant to the employee
            benefit plan described herein.

      (3)   Not applicable.
<PAGE>
            
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

            The   following  documents  filed  by  the  Registrant  with   the
Commission are incorporated herein by reference:

            (a)    the  Registrant's Annual Report on Form 10-K filed pursuant
to Section 13 of the Securities Exchange Act of 1934 for its fiscal year ended
December 31, 1997;

            (b)    all  other  reports  filed by the  Registrant  pursuant  to
Section  13(a) or 15(d) of the Securities Exchange Act of 1934 since  December
31, 1997;

            (c)    the  description of the Registrant's  common  stock  to  be
offered  hereby which is contained in the registration statement  filed  under
Section 12 of the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.

            All  documents  filed by the Registrant or the  Plan  pursuant  to
Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange  Act  of  1934
after  the  date  of filing of this Registration Statement and  prior  to  the
filing  of  a  post-effective amendment which indicates  that  all  securities
offered  hereby  have  been  sold, or which deregisters  all  securities  then
remaining  unsold, shall be deemed to be incorporated hereby by reference  and
to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Article   Sixth  of  the  Registrant's  Restated  Certificate   of
Incorporation provides for the elimination of personal monetary liabilities of
directors of the Registrant for breaches of certain of their fiduciary  duties
to  the  full extent permitted by Section 102(b)(7) of the General Corporation
Law  of  Delaware  (the  "GCL").   Section 102(b)(7)  of  the  GCL  enables  a
corporation  in  its certificate of incorporation to eliminate  or  limit  the
personal liability of members of its board of directors to the corporation  or
its shareholders for monetary damages for violations of a director's fiduciary
duty of care.  Such a provision has no effect on the availability of equitable
remedies,  such as an injunction or rescission, for breach of fiduciary  duty.
In  addition,  no  such provision may eliminate or limit the  liability  of  a
director  for  breaching his duty of loyalty, failing to act  in  good  faith,
engaging  in intentional misconduct or knowingly violating the law, paying  an
unlawful  dividend or approving an illegal stock repurchase, or  obtaining  an
improper personal benefit.

            Article  Eleventh  of  the  Registrant's Restated  Certificate  of
Incorporation  provides for indemnification of directors and officers  to  the
extent   permitted  by  the  GCL.   Section  145  of  the  GCL  provides   for
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
<PAGE>
derivative  actions  by or in the right of the corporation  but  only  to  the
extent  of expenses reasonably incurred in defending or settling such  action)
in  which they may become involved by reason of being a director or officer of
the  corporation.   The section permits indemnification  if  the  director  of
officer acted in good faith in a manner which he reasonably believed to be  in
or  not  opposed to the best interest of the corporation and, in addition,  in
criminal  actions,  if he had reasonable cause to believe his  conduct  to  be
lawful.   If, in an action brought by or in the right of the corporation,  the
director  or officer is adjudged to be liable for negligence or misconduct  in
the performance of his duty, he will only be entitled to such indemnity as the
court  finds to be proper.  Persons who are successful in defense of any claim
against  them  are  entitled to indemnification as of right  against  expenses
reasonably   incurred   in  connection  therewith.   In   all   other   cases,
indemnification shall be made (unless otherwise ordered by a  court)  only  if
the board of directors, acting by a majority vote of a quorum of disinterested
directors,  independent legal counsel or holders of a majority of  the  shares
entitled  to vote determines that the applicable standard of conduct has  been
met.   Section 145 provides such indemnity for persons who, at the request  of
the  corporation,  act as directors, officers, employees or  agents  of  other
corporations, partnerships or other enterprises.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.  EXHIBITS.

            4.1     Restated   Certificate  of  Incorporation   of   Coca-Cola
Enterprises,  as  amended  on  April 21, 1997, incorporated  by  reference  to
Exhibit  3  to the Registrant's Quarterly Report on Form 10-Q for the  Quarter
ended March 28, 1997.

            4.2   Bylaws of Coca-Cola Enterprises, as amended through 
April 17, 1998, incorporated by reference to Exhibit 4.2 to the Registrant's 
Form S-8 filed May 1, 1998.

            5.1   Internal Revenue Service Determination Letter.
            
            5.2   Legal Opinion of Suzanne N. Forlidas, Esquire.

            23    Consent of Ernst & Young LLP.

            25    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:
<PAGE>
                        (i)    to  include any prospectus required by  section
      10(a)(3) of the Securities Act of 1933;

                      (ii)    to reflect in the prospectus any facts or events
      arising  after the effective date of the registration statement (or  the
      most recent post-effective amendment thereof) which, individually or  in
      the  aggregate,  represent a fundamental change in the  information  set
      forth in the registration statement.  Notwithstanding the foregoing, any
      increase  or  decrease  in volume of securities offered  (if  the  total
      dollar  value  of  securities offered would not exceed  that  which  was
      registered) and any deviation from the low or high end of the  estimated
      maximum offering range may be reflected in the form of prospectus  filed
      with  the  Commission pursuant to Rule 424(b) if, in the aggregate,  the
      changes  in  volume and price represent no more than 20% change  in  the
      maximum  aggregate  offering  price set forth  in  the  "Calculation  of
      Registration Fee" table in the effective registration statement;  and

                     (iii)    to include any material information with respect
      to the plan of distribution not previously disclosed in the registration
      statement or any material change in such information in the registration
      statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply
if  the  information required to be included in a post-effective amendment  by
those  paragraphs  is contained in periodic reports filed  by  the  Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

                  (2)    That,  for  the purpose of determining any  liability
under the Securities Act of 1933, each such post-effective amendment shall  be
deemed  to be a new registration statement relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed  to
be the initial bona fide offering thereof.

                  (3)    To  remove  from registration by  means  of  a  post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

            B.     Filings Incorporating Subsequent Exchange Act Documents  by
Reference.

                  The  undersigned  Registrant  hereby  undertakes  that,  for
purposes  of determining any liability under the Securities Act of 1933,  each
filing  of the Registrant's annual report pursuant to section 13(a) or section
15(d)  of  the  Securities Exchange Act of 1934 (and, where  applicable,  each
filing  of an employee benefit plan's annual report pursuant to section  15(d)
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
<PAGE>
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 30th day of April, 1998.

                                          COCA-COLA ENTERPRISES INC.
                                                   (Registrant)
                                                
                                               S/ HENRY A. SCHIMBERG
                                          By:________________________
                                             Henry A. Schimberg
                                             President and Chief Executive
                                                Officer


            Pursuant  to the requirements of the Securities Act of 1933, this
report  has been signed by the following persons in the capacities and on the
dates indicated.


                                                         
 S/ JOHN R. ALM           Executive Vice President and   April 30, 1998
 -----------------------  Chief Financial Officer        
 (John R. Alm)            (principal financial           
                          officer)                       
                                                         
                                                         April 30, 1998
 S/ O. MICHAEL WHIGHAM    Vice President, Controller
 -----------------------  and Principal Accounting
  (O. Michael Whigham)    Officer (principal accounting
                          officer)
                                                         
 S. K. JOHNSTON, JR.*     Chairman                       April 30, 1998
 -----------------------
 (S. K. Johnston, Jr.)
                                                         
 HOWARD G. BUFFETT*       Director                       April 30, 1998
 -----------------------
 (Howard G. Buffett)
                                                         
 JOHN L. CLENDENIN*       Director                       April 30, 1998
 -----------------------
 (John L. Clendenin)
                                                         
 JOHNNETTA B. COLE*       Director                       April 30, 1998
 -----------------------
 (Johnnetta B. Cole)
                                                         
 J. TREVOR EYTON*         Director                       April 30, 1998
 -----------------------
 (J. Trevor Eyton)
                                                         
 JOSEPH R. GLADDEN, JR.*  Director                       April 30, 1998
 -----------------------
 (Joseph R. Gladden, Jr.)
<PAGE>
                                                         
 CLAUS M. HALLE*          Director                       April 30, 1998
 -----------------------
 (Claus M. Halle)
                                                         
 L. PHILLIP HUMANN*       Director                       April 30, 1998
 -----------------------
 (L. Phillip Humann)
                                                         
 JOHN E. JACOB*           Director                       April 30, 1998
 -----------------------
 (John E. Jacob)
                                                         
 ROBERT A. KELLER*        Director                       April 30, 1998
 -----------------------
 (Robert A. Keller)
                                                         April 30, 1998
 JEAN-CLAUDE KILLY*       Director
 -----------------------
 (Jean-Claude Killy)
                                                         
 S.L. PROBASCO, JR.*      Director                       April 30, 1998
 -----------------------
 (S.L. Probasco, Jr.)
                                                         
                                                         

    S/ LOWRY F. KLINE
*By:------------------------------
    Lowry F. Kline
    Attorney-in-Fact
<PAGE>

            Pursuant  to the requirements of the Securities Act of  1933,  the
trustees (or other persons who administer the employee benefit plan) have 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 April 28, 1998.

                                    THE COCA-COLA BOTTLING COMPANY OF NEW
                                    YORK, INC. SAVINGS AND INVESTMENT PLAN

                                    By:   INSTITUTIONAL TRUST COMPANY
                                          Plan Trustee
                                               
                                                S/ R. ERIC STARR
                                          By:_____________________________
                                             R. Eric Starr, Trust Officer

<PAGE>
                              INDEX TO EXHIBITS


    EXHIBIT NUMBER

            4.1   Restated   Certificate   of   Incorporation   of   Coca-Cola
                  Enterprises,  as amended on April 21, 1997, incorporated  by
                  reference to Exhibit 3 to the Registrant's Quarterly  Report
                  on Form 10-Q for the Quarter ended March 28, 1997.

            4.2   Bylaws of Coca-Cola Enterprises, as amended through 
                  April 17, 1998, incorporated by reference to Exhibit 4.2 
                  to the Registrant's Form S-8 filed May 1, 1998.

            5.1   Internal Revenue Service Determination Letter.
            
            5.2   Legal Opinion of Suzanne N. Forlidas, Esquire.

            23    Consent of Ernst & Young LLP.

            25    Powers of Attorney.


<PAGE>
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Registration No. 333-________

                      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.)

               2500 Windy Ridge Parkway, Atlanta, Georgia 30339
         (Address of principal executive offices, including Zip Code)

                        THE COCA-COLA BOTTLING COMPANY
                               OF NEW YORK, INC.
                          SAVINGS AND INVESTMENT PLAN
                           (Full title of the Plan)

                             Lowry F. Kline, Esq.
                 Executive Vice President and General Counsel
                          Coca-Cola Enterprises Inc.
                           2500 Windy Ridge Parkway
                               Atlanta, GA 30339
                    (Name and address of agent for service)

                                (770) 989-3000
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
                                  Proposed        Proposed            
   Title of                        maximum         maximum       Amount of
Securities to   Amount to be   offering price     aggregate     registration
be registered    registered       per share    offering price       fee
--------------  -------------  --------------  --------------  --------------
Coca-Cola      700,000 shares    $37.97 (1)    $26,579,000(1)  $7,840.81(1)
Enterprises
Inc. Common
Stock, $1.00
par value

Participation       (2)          (3)               (3)             (3)
in The Coca-Cola 
Bottling Company
of New York, Inc.
Savings and
Investment
Plan

      (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 27, 1998.

      (2)   In  addition, pursuant to Rule 416(c) under the Securities Act  of
            1933,  this  registration statement also covers  an  indeterminate
            amount of interests to be offered or sold pursuant to the employee
            benefit plan described herein.

      (3)   Not applicable.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

            The   following  documents  filed  by  the  Registrant  with   the
Commission are incorporated herein by reference:

            (a)    the  Registrant's Annual Report on Form 10-K filed pursuant
to Section 13 of the Securities Exchange Act of 1934 for its fiscal year ended
December 31, 1997;

            (b)    all  other  reports  filed by the  Registrant  pursuant  to
Section  13(a) or 15(d) of the Securities Exchange Act of 1934 since  December
31, 1997;

            (c)    the  description of the Registrant's  common  stock  to  be
offered  hereby which is contained in the registration statement  filed  under
Section 12 of the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.

            All  documents  filed by the Registrant or the  Plan  pursuant  to
Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange  Act  of  1934
after  the  date  of filing of this Registration Statement and  prior  to  the
filing  of  a  post-effective amendment which indicates  that  all  securities
offered  hereby  have  been  sold, or which deregisters  all  securities  then
remaining  unsold, shall be deemed to be incorporated hereby by reference  and
to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Article   Sixth  of  the  Registrant's  Restated  Certificate   of
Incorporation provides for the elimination of personal monetary liabilities of
directors of the Registrant for breaches of certain of their fiduciary  duties
to  the  full extent permitted by Section 102(b)(7) of the General Corporation
Law  of  Delaware  (the  "GCL").   Section 102(b)(7)  of  the  GCL  enables  a
corporation  in  its certificate of incorporation to eliminate  or  limit  the
personal liability of members of its board of directors to the corporation  or
its shareholders for monetary damages for violations of a director's fiduciary
duty of care.  Such a provision has no effect on the availability of equitable
remedies,  such as an injunction or rescission, for breach of fiduciary  duty.
In  addition,  no  such provision may eliminate or limit the  liability  of  a
director  for  breaching his duty of loyalty, failing to act  in  good  faith,
engaging  in intentional misconduct or knowingly violating the law, paying  an
unlawful  dividend or approving an illegal stock repurchase, or  obtaining  an
improper personal benefit.

            Article  Eleventh  of  the  Registrant's Restated  Certificate  of
Incorporation  provides for indemnification of directors and officers  to  the
extent   permitted  by  the  GCL.   Section  145  of  the  GCL  provides   for
indemnification of directors and officers from and against expenses (including
attorney's  fees), judgments, fines and amounts paid in settlement  reasonably
incurred  by  them  in connection with any civil, criminal, administrative  or
investigative  claim  or  proceeding  (including  civil  actions  brought   as
derivative  actions  by or in the right of the corporation  but  only  to  the
extent  of expenses reasonably incurred in defending or settling such  action)
in  which they may become involved by reason of being a director or officer of
the  corporation.   The section permits indemnification  if  the  director  of
officer acted in good faith in a manner which he reasonably believed to be  in
or  not  opposed to the best interest of the corporation and, in addition,  in
criminal  actions,  if he had reasonable cause to believe his  conduct  to  be
lawful.   If, in an action brought by or in the right of the corporation,  the
director  or officer is adjudged to be liable for negligence or misconduct  in
the performance of his duty, he will only be entitled to such indemnity as the
court  finds to be proper.  Persons who are successful in defense of any claim
against  them  are  entitled to indemnification as of right  against  expenses
reasonably   incurred   in  connection  therewith.   In   all   other   cases,
indemnification shall be made (unless otherwise ordered by a  court)  only  if
the board of directors, acting by a majority vote of a quorum of disinterested
directors,  independent legal counsel or holders of a majority of  the  shares
entitled  to vote determines that the applicable standard of conduct has  been
met.   Section 145 provides such indemnity for persons who, at the request  of
the  corporation,  act as directors, officers, employees or  agents  of  other
corporations, partnerships or other enterprises.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.  EXHIBITS.

            4.1     Restated   Certificate  of  Incorporation   of   Coca-Cola
Enterprises,  as  amended  on  April 21, 1997, incorporated  by  reference  to
Exhibit  3  to the Registrant's Quarterly Report on Form 10-Q for the  Quarter
ended March 28, 1997.

            4.2   Bylaws of Coca-Cola Enterprises, as amended through 
April 17, 1998, incorporated by reference to Exhibit 4.2 to the Registrant's 
Form S-8 filed May 1, 1998.

            5.1   Internal Revenue Service Determination Letter.
            
            5.2   Legal Opinion of Suzanne N. Forlidas, Esquire.

            23    Consent of Ernst & Young LLP.

            25    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.  Notwithstanding the foregoing, any
      increase  or  decrease  in volume of securities offered  (if  the  total
      dollar  value  of  securities offered would not exceed  that  which  was
      registered) and any deviation from the low or high end of the  estimated
      maximum offering range may be reflected in the form of prospectus  filed
      with  the  Commission pursuant to Rule 424(b) if, in the aggregate,  the
      changes  in  volume and price represent no more than 20% change  in  the
      maximum  aggregate  offering  price set forth  in  the  "Calculation  of
      Registration Fee" table in the effective registration statement;  and

                     (iii)    to include any material information with respect
      to the plan of distribution not previously disclosed in the registration
      statement or any material change in such information in the registration
      statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply
if  the  information required to be included in a post-effective amendment  by
those  paragraphs  is contained in periodic reports filed  by  the  Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

                  (2)    That,  for  the purpose of determining any  liability
under the Securities Act of 1933, each such post-effective amendment shall  be
deemed  to be a new registration statement relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed  to
be the initial bona fide offering thereof.

                  (3)    To  remove  from registration by  means  of  a  post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

            B.     Filings Incorporating Subsequent Exchange Act Documents  by
Reference.

                  The  undersigned  Registrant  hereby  undertakes  that,  for
purposes  of determining any liability under the Securities Act of 1933,  each
filing  of the Registrant's annual report pursuant to section 13(a) or section
15(d)  of  the  Securities Exchange Act of 1934 (and, where  applicable,  each
filing  of an employee benefit plan's annual report pursuant to section  15(d)
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 30th day of April, 1998.

                                          COCA-COLA ENTERPRISES INC.
                                                   (Registrant)
                                                
                                               S/ HENRY A. SCHIMBERG
                                          By:________________________
                                             Henry A. Schimberg
                                             President and Chief Executive
                                                Officer

            Pursuant  to the requirements of the Securities Act of 1933, this
report  has been signed by the following persons in the capacities and on the
dates indicated.

                                                         
 S/ JOHN R. ALM           Executive Vice President and   April 30, 1998
 -----------------------  Chief Financial Officer        
 (John R. Alm)            (principal financial           
                          officer)                       
                                                         
                                                         April 30, 1998
 S/ O. MICHAEL WHIGHAM    Vice President, Controller
 -----------------------  and Principal Accounting
  (O. Michael Whigham)    Officer (principal accounting
                          officer)
                                                         
 S. K. JOHNSTON, JR.*     Chairman                       April 30, 1998
 -----------------------
 (S. K. Johnston, Jr.)
                                                         
 HOWARD G. BUFFETT*       Director                       April 30, 1998
 -----------------------
 (Howard G. Buffett)
                                                         
 JOHN L. CLENDENIN*       Director                       April 30, 1998
 -----------------------
 (John L. Clendenin)
                                                         
 JOHNNETTA B. COLE*       Director                       April 30, 1998
 -----------------------
 (Johnnetta B. Cole)
                                                         
 J. TREVOR EYTON*         Director                       April 30, 1998
 -----------------------
 (J. Trevor Eyton)
                                                         
 JOSEPH R. GLADDEN, JR.*  Director                       April 30, 1998
 -----------------------
 (Joseph R. Gladden, Jr.)
CLAUS M. HALLE*          Director                       April 30, 1998
 -----------------------
 (Claus M. Halle)
                                                         
 L. PHILLIP HUMANN*       Director                       April 30, 1998
 -----------------------
 (L. Phillip Humann)
                                                         
 JOHN E. JACOB*           Director                       April 30, 1998
 -----------------------
 (John E. Jacob)
                                                         
 ROBERT A. KELLER*        Director                       April 30, 1998
 -----------------------
 (Robert A. Keller)
                                                         April 30, 1998
 JEAN-CLAUDE KILLY*       Director
 -----------------------
 (Jean-Claude Killy)
                                                         
 S.L. PROBASCO, JR.*      Director                       April 30, 1998
 -----------------------
 (S.L. Probasco, Jr.)
                                                         
                                                         

    S/ LOWRY F. KLINE
*By:------------------------------
    Lowry F. Kline
    Attorney-in-Fact
Pursuant  to the requirements of the Securities Act of  1933,  the
trustees (or other persons who administer the employee benefit plan) have 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 April 28, 1998.

                                    THE COCA-COLA BOTTLING COMPANY OF NEW
                                    YORK, INC. SAVINGS AND INVESTMENT PLAN

                                    By:   INSTITUTIONAL TRUST COMPANY
                                          Plan Trustee
                                               
                                                S/ R. ERIC STARR
                                          By:_____________________________
                                             R. Eric Starr, Trust Officer
INDEX TO EXHIBITS

    EXHIBIT NUMBER

            4.1   Restated   Certificate   of   Incorporation   of   Coca-Cola
                  Enterprises,  as amended on April 21, 1997, incorporated  by
                  reference to Exhibit 3 to the Registrant's Quarterly  Report
                  on Form 10-Q for the Quarter ended March 28, 1997.

            4.2   Bylaws of Coca-Cola Enterprises, as amended through 
                  April 17, 1998, incorporated by reference to Exhibit 4.2 
                  to the Registrant's Form S-8 filed May 1, 1998.

            5.1   Internal Revenue Service Determination Letter.
            
            5.2   Legal Opinion of Suzanne N. Forlidas, Esquire.

            23    Consent of Ernst & Young LLP.

            25    Powers of Attorney.