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<head>
<TITLE>s-8 stock option plan</TITLE>
</head>

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<p ALIGN="RIGHT">Registration No. 33-________</p>

<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
WASHINGTON, D.C. 20549<br>
</p>

<p ALIGN="CENTER">FORM S-8<br>
REGISTRATION STATEMENT<br>
UNDER<br>
THE SECURITIES ACT OF 1933<br>
</p>

<p ALIGN="CENTER"><img SRC="ccered.gif" WIDTH="323" HEIGHT="66"></p>

<p ALIGN="CENTER">(Exact name of Registrant as specified in its charter)</p>
</font><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="619">
  <tr>
    <td WIDTH="305" VALIGN="TOP"><font FACE="Arial" SIZE="2"><b><p ALIGN="CENTER">DELAWARE</b></font></td>
    <td WIDTH="286" VALIGN="TOP"><font FACE="Arial" SIZE="2"><b><p ALIGN="CENTER">58-0503352</b></font></td>
  </tr>
  <tr>
    <td WIDTH="305" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER">(State or other
    jurisdiction of <br>
    incorporation or organization)</font></td>
    <td WIDTH="286" VALIGN="TOP"><font FACE="Arial" SIZE="2"><p ALIGN="CENTER">(IRS Employer
    Identification No.)</font></td>
  </tr>
</TABLE>
</center></div><font FACE="Arial" SIZE="2"><b>

<p ALIGN="CENTER">2500 Windy Ridge Parkway, Atlanta, Georgia 30339<br>
</b>(Address of principal executive offices, including Zip Code)<br>
<b><br>
COCA-COLA ENTERPRISES INC.<br>
2001 STOCK OPTION PLAN<br>
</b>(Full title of the Plan)</p>
<b>

<p ALIGN="CENTER">John R. Parker, Jr., Esq.<br>
Senior Vice President and General Counsel<br>
Coca-Cola Enterprises Inc.<br>
2500 Windy Ridge Parkway<br>
Atlanta, GA 30339<br>
</b>(Name and address of agent for service)</p>
<b>

<p ALIGN="CENTER">(770) 989-3000</b><br>
(Telephone number, including area code, of agent for service) <br>
<b><br>
CALCULATION OF REGISTRATION FEE</b></p>
</font><div align="center"><center>

<table BORDER="0" CELLSPACING="1" CELLPADDING="8" WIDTH="624">
  <tr>
    <td WIDTH="20%" VALIGN="bottom" HEIGHT="76"><font FACE="Arial" size="1"><p ALIGN="CENTER"><strong>Title
    of<br>
    securities to<br>
    <u>be registered</u></strong></font></td>
    <td WIDTH="20%" VALIGN="bottom" HEIGHT="76"><font FACE="Arial" size="1"><p ALIGN="CENTER"><strong>Amount
    to be<br>
    <u>Registered </u></strong></font></td>
    <td WIDTH="17%" VALIGN="bottom" HEIGHT="76"><font FACE="Arial" size="1"><p ALIGN="CENTER"><strong>Proposed<br>
    maximum<br>
    offering<br>
    price per<br>
    <u>share </u></strong></font></td>
    <td WIDTH="21%" VALIGN="bottom" HEIGHT="76"><font FACE="Arial" size="1"><p ALIGN="CENTER"><strong>Proposed<br>
    Maximum<br>
    Aggregate<br>
    Offering<br>
    <u>price </u></strong></font></td>
    <td WIDTH="21%" VALIGN="bottom" HEIGHT="76"><font FACE="Arial" size="1"><p ALIGN="CENTER"><strong>Amount
    of<br>
    registration<br>
    <u>fee </u></strong></font></td>
  </tr>
</TABLE>
</center></div><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="8" WIDTH="624">
  <tr>
    <td WIDTH="20%" VALIGN="TOP" HEIGHT="76" align="center"><font FACE="Arial" SIZE="2">Coca-Cola
    Enterprises Inc. Common Stock, $1.00 par value</font></td>
    <td WIDTH="20%" VALIGN="TOP" HEIGHT="76" align="center"><font FACE="Arial" SIZE="2"><p
    ALIGN="CENTER">40,000,000</p>
    <p ALIGN="CENTER">shares</font></td>
    <td WIDTH="17%" VALIGN="TOP" HEIGHT="76" align="center"><font FACE="Arial" SIZE="2"><p
    ALIGN="CENTER">$20.90(1)</font></td>
    <td WIDTH="21%" VALIGN="TOP" HEIGHT="76" align="center"><font FACE="Arial" SIZE="2"><p
    ALIGN="CENTER">$836,000,000(1)</font></td>
    <td WIDTH="21%" VALIGN="TOP" HEIGHT="76" align="center"><font FACE="Arial" SIZE="2"><p
    ALIGN="CENTER">$209,000</font></td>
  </tr>
</TABLE>
</center></div><font FACE="Arial" SIZE="2">

<dir>
  <dir>
    </font><font FACE="Arial" size="1"><p ALIGN="JUSTIFY">(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 February 15, 2001.</p>
    </font><font FACE="Arial" SIZE="2">
  </dir>
</dir>

<p><strong>ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.</strong></p>

<p ALIGN="JUSTIFY">The following documents filed by the registrant with the Commission are
incorporated herein by reference:</p>

<p ALIGN="JUSTIFY">(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,
1999;</p>

<p ALIGN="JUSTIFY">(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, 1999;</p>

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

<p ALIGN="JUSTIFY">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.</p>

<p ALIGN="JUSTIFY"><strong>ITEM 4. DESCRIPTION OF SECURITIES.</strong></p>

<p ALIGN="JUSTIFY">Not applicable.</p>

<p ALIGN="JUSTIFY"><strong>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.</strong></p>

<p ALIGN="JUSTIFY">Not applicable.</p>

<p ALIGN="JUSTIFY"><strong>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.</strong></p>

<p ALIGN="JUSTIFY">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
&quot;GCL&quot;). 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 in violation of the statute, or obtaining an improper personal
benefit.</p>

<p ALIGN="JUSTIFY">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.</p>

<p ALIGN="JUSTIFY">The Registrant maintains directors and officers liability insurance
which insures against liabilities that directors or officers of the Registrant may incur
in such capacities.</p>

<p ALIGN="JUSTIFY"><strong>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.</strong></p>

<p ALIGN="JUSTIFY">Not applicable.</p>

<p ALIGN="JUSTIFY"><strong>ITEM 8. EXHIBITS.</strong></p>

<p>4.1 Restated Certificate of Incorporation of Coca-Cola Enterprises (restated as of
April 15, 1992) as amended by Certificate of Amendment dated as of April 21, 1997 and
Certificate of Amendment dated as of April 14, 2000, incorporated by reference to Exhibit
3.1 to the Company&#146;s Quarterly Report on Form 10-Q dated May 12, 2000.</p>

<p ALIGN="JUSTIFY">4.2 Bylaws of Coca-Cola Enterprises as amended through July 18, 2000,
incorporated by reference to Exhibit 3 to the Company&#146;s Quarterly Report on Form 10-Q
July 28, 2000. </p>

<p ALIGN="JUSTIFY">5.1 Opinion regarding legality of the securities being registered.</p>

<p ALIGN="JUSTIFY">23.1 Consent of Ernst &amp; Young LLP.</p>

<p ALIGN="JUSTIFY">23.2 Consent of John R. Parker, Jr., included in Exhibit 5.</p>

<p ALIGN="JUSTIFY">24.1 Powers of Attorney.</p>

<p ALIGN="JUSTIFY">24.2 Resolution of Board of Directors.</p>

<p ALIGN="JUSTIFY"><strong>ITEM 9. UNDERTAKINGS.</strong></p>

<p ALIGN="JUSTIFY">A. Rule 415 Offering.</p>

<p ALIGN="JUSTIFY">The undersigned registrant hereby undertakes:</p>

<blockquote>
  <p ALIGN="JUSTIFY">(1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:</p>
</blockquote>

<dir>
  <dir>
    <p ALIGN="JUSTIFY">(i) To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933;</p>
    <p ALIGN="JUSTIFY">(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 a 20% change in the maximum aggregate
    offering price set forth in the &quot;Calculation of Registration Fee&quot; table in the
    effective registration statement; and</p>
    <p ALIGN="JUSTIFY">(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;</p>
  </dir>
</dir>

<blockquote>
  <p ALIGN="JUSTIFY">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.</p>
</blockquote>

<blockquote>
  <p ALIGN="JUSTIFY">(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.</p>
</blockquote>

<blockquote>
  <p ALIGN="JUSTIFY">(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.</p>
</blockquote>

<p ALIGN="JUSTIFY">B. Filings Incorporating Subsequent Exchange Act Documents by
Reference.</p>

<p ALIGN="JUSTIFY">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.</p>

<p ALIGN="JUSTIFY">C. Filing of Registration Statement on Form S-8.</p>

<p ALIGN="JUSTIFY">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.</p>

<p ALIGN="CENTER">SIGNATURES</p>

<p ALIGN="JUSTIFY">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
16th day of February, 2001.</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<dir>
  <dir>
    <dir>
      <dir>
        <dir>
          <dir>
            <dir>
              <dir>
                <p ALIGN="JUSTIFY">COCA-COLA ENTERPRISES INC.</p>
                <p ALIGN="JUSTIFY">(Registrant)</p>
                <p ALIGN="JUSTIFY">By:<u> Summerfield K. Johnston, Jr. *<br>
                </u>Summerfield K. Johnston, Jr.,<br>
                Chairman of the Board and<br>
                Chief Executive Officer<br>
                <u></p>
                </u>
              </dir>
            </dir>
          </dir>
        </dir>
      </dir>
    </dir>
  </dir>
</dir>

<p ALIGN="JUSTIFY">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.</p>
</font><div align="center"><center>

<table CELLSPACING="0" BORDER="0" CELLPADDING="8" WIDTH="624">
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="63"><font FACE="Arial" SIZE="2"><u>SUMMERFIELD K.
    JOHNSTON, JR.* </u>(Summerfield K. Johnston, Jr.)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="63"><font FACE="Arial" SIZE="2">Chairman of the Board
    and Chief Executive Officer and a Director (principal executive officer)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="63"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="89"><font FACE="Arial" SIZE="2"><u>PATRICK J.
    MANNELLY* </u><p>(Patrick J. Mannelly)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="89"><font FACE="Arial" SIZE="2">Senior Vice President
    and Chief Financial Officer (principal financial officer) </font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="89"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2"><u>MICHAEL P.
    COGHLAN* </u><p>(Michael P. Coghlan)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2">Vice President,
    Controller and Principal Accounting Officer (principal accounting officer)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2"><u>HOWARD G. BUFFETT*
    </u><p>(Howard G. Buffett)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2"><u>JAMES E. CHESTNUT*
    </u><p>(James E. Chestnut)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2">Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2"><u>JOHN L. CLENDENIN*
    </u><p>(John L. Clendenin)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2"><u>JOHNNETTA B. COLE*
    </u>(Johnnetta B. Cole)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2"><u>J. TREVOR EYTON* </u><p>(J.
    Trevor Eyton)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2">Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2"><u>JOSEPH R. GLADDEN,
    JR.* </u><p>(Joseph R. Gladden, Jr.)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2"><u>L. PHILLIP HUMANN*
    </u><p>(L. Phillip Humann)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2"><u>JOHN E. JACOB* </u><p>(John
    E. Jacob)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2"><u>ROBERT A. KELLER* </u><p>(Robert
    A. Keller)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2"><u>JEAN-CLAUDE KILLY*
    </u><p>(Jean-Claude Killy)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2">Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2"><u>LOWRY F. KLINE* </u><p>(Lowry
    F. Kline)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2">Vice Chairman and
    Chief Administrative Officer and a Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="26"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2"><u>SCOTT L. PROBASCO,
    JR.* </u><p>(Scott L. Probasco, Jr.)</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">Director</font></td>
    <td WIDTH="29%" VALIGN="TOP" HEIGHT="36"><font FACE="Arial" SIZE="2">February 16, 2001</font></td>
  </tr>
</TABLE>
</center></div><font FACE="Arial" SIZE="2">

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">*By: <u>S/ JOHN R. PARKER, JR.<br>
</u>John R. Parker, Jr.<br>
Attorney-in-Fact</p>
</font>
</body>
</HTML>
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{"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": "333-55896", "film-number": "1550260"}, "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"}}
s-8 stock option plan
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
DELAWARE
58-0503352
(State or other
    jurisdiction of
incorporation or organization)
(IRS Employer
    Identification No.)
2500 Windy Ridge Parkway, Atlanta, Georgia 30339
(Address of principal executive offices, including Zip Code)
COCA-COLA ENTERPRISES INC.
2001 STOCK OPTION PLAN
(Full title of the Plan)
John R. Parker, Jr., Esq.
Senior 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
Title
    of
securities to
be registered
Amount
    to be
Registered
Proposed
maximum
offering
price per
share
Proposed
Maximum
Aggregate
Offering
price
Amount
    of
registration
fee
Coca-Cola
    Enterprises Inc. Common Stock, $1.00 par value
40,000,000
shares
$20.90(1)
$836,000,000(1)
$209,000
(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 February 15, 2001.
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,
1999;
(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, 1999;
(c) the description of the registrant's common stock to be offered
hereby which is contained in the registration statement filed on Form 8-A on October 28,
1986, under Section 12 of the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of filing of
this Registration Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated hereby by reference
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth of the Registrant's Restated Certificate of Incorporation
provides for the elimination of personal 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 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 CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of Coca-Cola Enterprises (restated as of
April 15, 1992) as amended by Certificate of Amendment dated as of April 21, 1997 and
Certificate of Amendment dated as of April 14, 2000, incorporated by reference to Exhibit
3.1 to the Company's Quarterly Report on Form 10-Q dated May 12, 2000.
4.2 Bylaws of Coca-Cola Enterprises as amended through July 18, 2000,
incorporated by reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q
July 28, 2000.
5.1 Opinion regarding legality of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of John R. Parker, Jr., included in Exhibit 5.
24.1 Powers of Attorney.
24.2 Resolution of Board of Directors.
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 a 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 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
16th day of February, 2001.
COCA-COLA ENTERPRISES INC.
(Registrant)
By:
Summerfield K. Johnston, Jr. *
Summerfield K. Johnston, Jr.,
Chairman of the Board 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.
SUMMERFIELD K.
    JOHNSTON, JR.*
(Summerfield K. Johnston, Jr.)
Chairman of the Board
    and Chief Executive Officer and a Director (principal executive officer)
February 16, 2001
PATRICK J.
    MANNELLY*
(Patrick J. Mannelly)
Senior Vice President
    and Chief Financial Officer (principal financial officer)
February 16, 2001
MICHAEL P.
    COGHLAN*
(Michael P. Coghlan)
Vice President,
    Controller and Principal Accounting Officer (principal accounting officer)
February 16, 2001
HOWARD G. BUFFETT*
(Howard G. Buffett)
Director
February 16, 2001
JAMES E. CHESTNUT*
(James E. Chestnut)
Director
February 16, 2001
JOHN L. CLENDENIN*
(John L. Clendenin)
Director
February 16, 2001
JOHNNETTA B. COLE*
(Johnnetta B. Cole)
Director
February 16, 2001
J. TREVOR EYTON*
(J.
    Trevor Eyton)
Director
February 16, 2001
JOSEPH R. GLADDEN,
    JR.*
(Joseph R. Gladden, Jr.)
Director
February 16, 2001
L. PHILLIP HUMANN*
(L. Phillip Humann)
Director
February 16, 2001
JOHN E. JACOB*
(John
    E. Jacob)
Director
February 16, 2001
ROBERT A. KELLER*
(Robert
    A. Keller)
Director
February 16, 2001
JEAN-CLAUDE KILLY*
(Jean-Claude Killy)
Director
February 16, 2001
LOWRY F. KLINE*
(Lowry
    F. Kline)
Vice Chairman and
    Chief Administrative Officer and a Director
February 16, 2001
SCOTT L. PROBASCO,
    JR.*
(Scott L. Probasco, Jr.)
Director
February 16, 2001
*By:
S/ JOHN R. PARKER, JR.
John R. Parker, Jr.
Attorney-in-Fact