<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)

                     COCA-COLA & SCHWEPPES
                 EMPLOYEES SHARE OWNERSHIP 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     
                                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         700,000      $26.5625(1)   $18,593,750(1)  $5,486.00(1)
Enterprises       shares
Inc. Common
Stock, $1.00
par value
                                                    
Participation        (2)         (3)         (3)           (3)
in the
Coca-Cola
& Schweppes
Employees
Share
Ownership
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 September 11, 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
<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 (File Number 01-09300), 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
liability of directors of the Registrant for monetary damages for
breaches of certain of their fiduciary duties to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of
Delaware (the "GCL").  Section 102(b)(7) of the GCL enables a
corporation in its certificate of incorporation to eliminate or
limit the personal liability of members of its board of directors
to the corporation or its shareholders for monetary damages for
violations of a director's fiduciary duty of care.  Such a
provision has no effect on the availability of equitable
remedies, such as an injunction or rescission, for breach of
fiduciary duty.  In addition, no such provision may eliminate or
limit the liability of a director for breaching his duty of
PAGE
<PAGE>
loyalty, failing to act in good faith, engaging in intentional
misconduct or knowingly violating the law, paying an unlawful
dividend or approving an illegal stock repurchase in violation of
the statute, or obtaining an improper personal benefit.

          Article Eleventh of the Registrant's Restated
Certificate of Incorporation provides for indemnification of
directors, officers and employees to the extent permitted by the
GCL.  Section 145 of the GCL authorizes indemnification of
directors, officers, employees and agents from and against
expenses (including attorney's fees), judgments, fines and
amounts paid in settlement reasonably incurred by them in
connection with any civil, criminal, administrative or
investigative claim or proceeding (including civil actions
brought as derivative actions by or in the right of the
corporation but only to the extent of expenses reasonably
incurred in defending or settling such action) in which they may
become involved by reason of being a director, officer, employee
or agent of the corporation.  The section permits indemnification
if the individual acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest
of the corporation and, in addition, in criminal actions, if he
had no reasonable cause to believe his conduct to be unlawful.
If, in an action brought by or in the right of the corporation,
the individual is adjudged to be liable to the corporation, he
may be indemnified for expenses only to the extent that the court
finds to be proper.  Present or former directors or officers who
are successful in defense of any claim against them are entitled
to indemnification as of right against expenses reasonably
incurred in connection therewith. Otherwise, with respect to
current directors or officers, indemnification shall be made
(unless otherwise ordered by a court) only if a majority of the
disinterested directors, a committee of disinterested directors,
independent legal counsel or the stockholders determine that the
applicable standard of conduct has been met.  Section 145
authorizes such indemnity for persons who, at the request of the
corporation, act as directors, officers, employees or agents of
other corporations, partnerships or other enterprises.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMS.

          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.
PAGE
<PAGE>
          4.2  Bylaws of Coca-Cola Enterprises, as amended
through April 17, 1998, incorporated by reference to Exhibit 4.2
to the Registrant's Registration Statement on Form S-8 No. 333-
51559, filed May 1, 1998.

          23   Consent of Ernst & Young LLP.

          25   Powers of Attorney.

          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.  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.
PAGE
<PAGE>
               (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
<PAGE>
                           SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 14th
day of September, 1998.

                                   COCA-COLA ENTERPRISES INC.
                                      (Registrant)

                                        S/ HENRY R. 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          September 14, 1998
(John R. Alm)         President and Chief
                      Financial Officer
                      (principal financial
                      officer)
S/ O. MICHAL WHIGHAM                       
___________________   Vice President and      September 14, 1998
(O. Michael Whigham)  Controller
                      (principal
                       accounting officer)
                                           
SUMMERFIELD K.
 JOHNSTON, JR.*
-------------------      Chairman and a       September 14, 1998
(Summerfield K.          Director
Johnston, Jr.)

HOWARD G. BUFFETT*       Director             September 14, 1998
-------------------
(Howard G. Buffett)
                                           
JOHN L. CLENDENIN*       Director             September 14, 1998
-------------------
(John L. Clendenin)
                                           
JOHNNETTA B. COLE*       Director             September 14, 1998
-------------------
(Johnnetta B. Cole)
                                           
J. TREVOR EYTON*         Director             September 14, 1998
-------------------
(J. Trevor Eyton)
                                           
JOSEPH R. GLADDEN, JR.*  Director             September 14, 1998
-------------------
(Joseph R. Gladden, Jr.)
                                           
CLAUS M. HALLE*          Director             September 14, 1998
-------------------
(Claus M. Halle)
                                           
L. PHILLIP HUMANN*    Director                September 14, 1998
-------------------
(L. Phillip Humann)
                                           
JOHN E. JACOB*        Director                September 14, 1998
-------------------
(John E. Jacob)
                                           
ROBERT A. KELLER*     Director                September 14, 1998
-------------------
(Robert A. Keller)
                                           
JEAN-CLAUDE KILLY*    Director                September 14, 1998
-------------------
(Jean-Claude Killy)
                                           
S.L. PROBASCO, JR.*   Director                September 14, 1998
-------------------
(S.L. Probasco, Jr.)


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

PAGE
<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 Uxbridge, Middlesex, on September  14, 1998.

                              COCA-COLA & SCHWEPPES
                              EMPLOYEES SHARE OWNERSHIP PLAN

                                 S/ P. D. MEADOWS
                              By:________________________________
PAGE
<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
                    Registration Statement  on  Form S-8 No. 333-51559,
                    filed May 1, 1998.

23                  Consent of Ernst & Young LLP.

25                  Powers of Attorney.
PAGE
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR COCA-COLA SCHWEPPES ESOP", "secsgml_size_bytes": 17660}]
{"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": "333-63413", "film-number": "98709732"}, "business-address": {"street1": "2500 WINDY RIDGE PKWY", "city": "ATLANTA", "state": "GA", "zip": "30339", "phone": "7709893000"}, "mail-address": {"street1": "2500 WINDY RIDGE PKWY", "city": "ATLANTA", "state": "GA", "zip": "30339"}}
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)

                     COCA-COLA & SCHWEPPES
                 EMPLOYEES SHARE OWNERSHIP 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     
                                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         700,000      $26.5625(1)   $18,593,750(1)  $5,486.00(1)
Enterprises       shares
Inc. Common
Stock, $1.00
par value
                                                    
Participation        (2)         (3)         (3)           (3)
in the
Coca-Cola
& Schweppes
Employees
Share
Ownership
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 September 11, 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 (File Number 01-09300), 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
liability of directors of the Registrant for monetary damages for
breaches of certain of their fiduciary duties to the full extent
permitted by Section 102(b)(7) of the General Corporation Law of
Delaware (the "GCL").  Section 102(b)(7) of the GCL enables a
corporation in its certificate of incorporation to eliminate or
limit the personal liability of members of its board of directors
to the corporation or its shareholders for monetary damages for
violations of a director's fiduciary duty of care.  Such a
provision has no effect on the availability of equitable
remedies, such as an injunction or rescission, for breach of
fiduciary duty.  In addition, no such provision may eliminate or
limit the liability of a director for breaching his duty of
PAGE
loyalty, failing to act in good faith, engaging in intentional
misconduct or knowingly violating the law, paying an unlawful
dividend or approving an illegal stock repurchase in violation of
the statute, or obtaining an improper personal benefit.

          Article Eleventh of the Registrant's Restated
Certificate of Incorporation provides for indemnification of
directors, officers and employees to the extent permitted by the
GCL.  Section 145 of the GCL authorizes indemnification of
directors, officers, employees and agents from and against
expenses (including attorney's fees), judgments, fines and
amounts paid in settlement reasonably incurred by them in
connection with any civil, criminal, administrative or
investigative claim or proceeding (including civil actions
brought as derivative actions by or in the right of the
corporation but only to the extent of expenses reasonably
incurred in defending or settling such action) in which they may
become involved by reason of being a director, officer, employee
or agent of the corporation.  The section permits indemnification
if the individual acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest
of the corporation and, in addition, in criminal actions, if he
had no reasonable cause to believe his conduct to be unlawful.
If, in an action brought by or in the right of the corporation,
the individual is adjudged to be liable to the corporation, he
may be indemnified for expenses only to the extent that the court
finds to be proper.  Present or former directors or officers who
are successful in defense of any claim against them are entitled
to indemnification as of right against expenses reasonably
incurred in connection therewith. Otherwise, with respect to
current directors or officers, indemnification shall be made
(unless otherwise ordered by a court) only if a majority of the
disinterested directors, a committee of disinterested directors,
independent legal counsel or the stockholders determine that the
applicable standard of conduct has been met.  Section 145
authorizes such indemnity for persons who, at the request of the
corporation, act as directors, officers, employees or agents of
other corporations, partnerships or other enterprises.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMS.

          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.
PAGE
4.2  Bylaws of Coca-Cola Enterprises, as amended
through April 17, 1998, incorporated by reference to Exhibit 4.2
to the Registrant's Registration Statement on Form S-8 No. 333-
51559, filed May 1, 1998.

          23   Consent of Ernst & Young LLP.

          25   Powers of Attorney.

          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.  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.
PAGE
(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 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 14th
day of September, 1998.

                                   COCA-COLA ENTERPRISES INC.
                                      (Registrant)

                                        S/ HENRY R. 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          September 14, 1998
(John R. Alm)         President and Chief
                      Financial Officer
                      (principal financial
                      officer)
S/ O. MICHAL WHIGHAM                       
___________________   Vice President and      September 14, 1998
(O. Michael Whigham)  Controller
                      (principal
                       accounting officer)
                                           
SUMMERFIELD K.
 JOHNSTON, JR.*
-------------------      Chairman and a       September 14, 1998
(Summerfield K.          Director
Johnston, Jr.)

HOWARD G. BUFFETT*       Director             September 14, 1998
-------------------
(Howard G. Buffett)
                                           
JOHN L. CLENDENIN*       Director             September 14, 1998
-------------------
(John L. Clendenin)
                                           
JOHNNETTA B. COLE*       Director             September 14, 1998
-------------------
(Johnnetta B. Cole)
                                           
J. TREVOR EYTON*         Director             September 14, 1998
-------------------
(J. Trevor Eyton)
                                           
JOSEPH R. GLADDEN, JR.*  Director             September 14, 1998
-------------------
(Joseph R. Gladden, Jr.)
                                           
CLAUS M. HALLE*          Director             September 14, 1998
-------------------
(Claus M. Halle)
                                           
L. PHILLIP HUMANN*    Director                September 14, 1998
-------------------
(L. Phillip Humann)
                                           
JOHN E. JACOB*        Director                September 14, 1998
-------------------
(John E. Jacob)
                                           
ROBERT A. KELLER*     Director                September 14, 1998
-------------------
(Robert A. Keller)
                                           
JEAN-CLAUDE KILLY*    Director                September 14, 1998
-------------------
(Jean-Claude Killy)
                                           
S.L. PROBASCO, JR.*   Director                September 14, 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 Uxbridge, Middlesex, on September  14, 1998.

                              COCA-COLA & SCHWEPPES
                              EMPLOYEES SHARE OWNERSHIP PLAN

                                 S/ P. D. MEADOWS
                              By:________________________________
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
                    Registration Statement  on  Form S-8 No. 333-51559,
                    filed May 1, 1998.

23                  Consent of Ernst & Young LLP.

25                  Powers of Attorney.
PAGE