Registration No. 33-________

                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549


                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933



                     COCA-COLA ENTERPRISES INC.
       (Exact name of registrant as specified in its charter)


             DELAWARE                         58-0503352
   (State or other jurisdiction of           (IRS Employer
    incorporation or organization)          Identification No.)


         One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313
    (Address of principal executive offices, including Zip Code)


                     COCA-COLA ENTERPRISES INC.
                  1995 RESTRICTED STOCK AWARD PLAN
                      (Full title of the plan)


                        Lowry F. Kline, Esq.
                          General Counsel
                     Coca-Cola Enterprises Inc.
                     One Coca-Cola Plaza, N.W.
                         Atlanta, GA 30313
              (Name and address of agent for service)

                           (404) 676-2100
   (Telephone number, including area code, of agent for service) 


                       CALCULATION OF REGISTRATION FEE
________________________________________________________________________

                                      Proposed     Proposed
                                      maximum      maximum
 Title of                             offering     aggregate      Amount of
securities to         Amount to be    price per     offering    registration
be registered         registered       share         price          fee     
- ---------------------------------------------------------------------------
 Coca-Cola             2,040,000      $21 (1)   $43,605,000(1)   $15,036.21(1)
Enterprises Inc.         shares
Common Stock, $1.00
par value



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



           PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

               (a)   the  registrant's  Annual  Report  on  Form  10-K   filed
   pursuant to  Section 13  of the  Securities Exchange  Act of  1934 for  its
   fiscal year ended December 31, 1994;

               (b)   all other  reports filed  by the  registrant pursuant  to
   Section 13(a)  or  15(d)  of  the Securities  Exchange  Act of  1934  since
   December 31, 1994;

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

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

   ITEM 4.  DESCRIPTION OF SECURITIES.

               Not applicable.

   ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Lowry F. Kline, who, as General  Counsel of the registrant, has
   furnished  an opinion on  the legality  of the  securities being registered
   hereunder, has been granted 7500 shares of restricted stock under the 
   Coca-Cola  Enterprises Inc.  1995  Restricted  Stock  Plan, 1500  of  which
   shares have vested at the date hereof.

   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<PAGE>
   approving  an illegal  stock repurchase, or obtaining  an improper personal
   benefit.

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

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

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

   ITEM 8.  EXHIBITS.

               4.1   Restated   Certificate  of   Incorporation  of  Coca-Cola
   Enterprises,  as amended on  April 15,  1992, incorporated  by reference to
   Exhibit  28.2 to the  registrant's Quarterly  Report on Form  10-Q as filed
   May 11, 1992.

               4.2   Bylaws of Coca-Cola Enterprises Inc.

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

               5     Opinion  regarding   legality  of  the  securities  being
   registered.

               23.1  Consent of Ernst & Young LLP.


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

               24    Powers of Attorney.

   ITEM 9.  UNDERTAKINGS.

               A.    Rule 415 Offering.

                     The undersigned registrant hereby undertakes:

                     (1)   To file,  during  any  period  in which  offers  or
   sales  are  being made,  a  post-effective  amendment to  this registration
   statement:

                           (i)   To   include   any  prospectus   required  by
         section 10(a)(3) of the Securities Act of 1933;

                         (ii)    To  reflect in  the prospectus  any  facts or
         events  arising  after  the   effective  date  of   the  registration
         statement  (or  the most  recent  post-effective  amendment  thereof)
         which,  individually or  in  the  aggregate, represent  a fundamental
         change in the information  set forth in  the registration  statement;
         and

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

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

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

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

               B.    Filings  Incorporating Subsequent  Exchange Act Documents
   by Reference.

                     The undersigned  registrant hereby  undertakes that,  for
   purposes  of determining any  liability under  the Securities  Act of 1933,
   each filing of the registrant's  annual report pursuant to section 13(a) or
   section  15(d)  of  the  Securities  Exchange   Act  of  1934  (and,  where
   applicable,  each  filing  of an  employee  benefit  plan's  annual  report
   pursuant to section 15(d)  of the Securities Exchange  Act of 1934) that is
   incorporated by reference in the registration  statement shall be deemed to
   be  a  new  registration  statement  relating  to  the  securities  offered<PAGE>
   therein, and the offering  of such securities at  that time shall be deemed
   to be the initial bona fide offering thereof.

               C.    Filing of Registration Statement on Form S-8.

                     Insofar as  indemnification for liabilities arising under
   the  Securities Act  of 1933  may be  permitted to directors,  officers and
   controlling  persons   of  the   registrant  pursuant   to  the   foregoing
   provisions,  or otherwise,  the registrant  has  been  advised that  in the
   opinion  of the Securities  and Exchange Commission such indemnification is
   against  public  policy  as  expressed  in   the  Act  and  is,  therefore,
   unenforceable.   In the event that a claim for indemnification against such
   liabilities (other than the payment by  the registrant of expenses incurred
   or paid by a  director, officer or controlling person of the registrant  in
   the successful defense of  any action, suit or  proceeding) is asserted  by
   such  director,  officer  or  controlling  person  in  connection with  the
   securities being registered, the registrant will,  unless in the opinion of
   its counsel  the matter has been  settled by  controlling precedent, submit
   to   a  court  of   appropriate  jurisdiction  the  question  whether  such
   indemnification by it is against public policy as expressed in the Act  and
   will be governed by the final adjudication of such issue.<PAGE>



                                    SIGNATURES

               Pursuant to the  requirements of  the Securities  Act of  1933,
   the  registrant,  Coca-Cola  Enterprises   Inc.,  certifies  that   it  has
   reasonable grounds  to believe that  it meets all  of the requirements  for
   filing on Form S-8  and has duly caused  this Registration Statement  to be
   signed on its  behalf by the undersigned, thereunto duly authorized, in the
   City of Atlanta, State of Georgia, on the 17th day of April, 1995.

                                             COCA-COLA ENTERPRISES INC.
                                                      (registrant)

                                                   S. K. JOHNSTON, JR.
                                             By:________________________
                                                S. K. Johnston, Jr.
                                                Vice Chairman and Chief
                                                Executive Officer



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


    S. K. JOHNSTON, JR.       Vice Chairman, Chief      April 17, 1995
    _______________________   Executive Officer and a
    (S.K. Johnston, Jr.)      Director (principal
                              executive officer)
    JOHN R. ALM               Senior Vice President     April 17, 1995
    _______________________   and Chief Financial
    (John R. Alm)             Officer (principal
                              financial officer)

    BERNICE H. WINTER         Vice President and        April 17, 1995
    (Bernice H. Winter)       Controller (principal
                              accounting officer)

               *              Chairman of the Board of  April 17, 1995
    (M. Douglas Ivester)      Directors
               *              President, Chief          April 17, 1995
    
    (Henry A. Schimberg)      Operating Officer and a
                              Director

               *              Director                  April 17, 1995
    (Howard G. Buffett)
               *              Director                  April 17, 1995
    (John L. Clendenin)

               *              Director                  April 17, 1995
    (Johnnetta B. Cole)

               *              Director                  April 17, 1995
    (T. Marshall Hahn, Jr.)
               *              Director                  April 17, 1995
    (Claus M. Halle)<PAGE>




               *              Director                  April 17, 1995
    (L. Phillip Humann)
               
               *              Director                  April 17, 1995
    (Robert A. Keller)
               *              Director                  April 17, 1995
    (S. L. Probasco, Jr.)

               *              Director                  April 17, 1995
    (Francis A. Tarkenton)

        LOWRY F. KLINE
   *By:____________________
       Lowry F. Kline 
       Attorney-in-Fact
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Registration No. 33-________

                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549

                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933

                     COCA-COLA ENTERPRISES INC.
       (Exact name of registrant as specified in its charter)

             DELAWARE                         58-0503352
   (State or other jurisdiction of           (IRS Employer
    incorporation or organization)          Identification No.)

         One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313
    (Address of principal executive offices, including Zip Code)

                     COCA-COLA ENTERPRISES INC.
                  1995 RESTRICTED STOCK AWARD PLAN
                      (Full title of the plan)

                        Lowry F. Kline, Esq.
                          General Counsel
                     Coca-Cola Enterprises Inc.
                     One Coca-Cola Plaza, N.W.
                         Atlanta, GA 30313
              (Name and address of agent for service)

                           (404) 676-2100
   (Telephone number, including area code, of agent for service) 

                       CALCULATION OF REGISTRATION FEE
________________________________________________________________________

                                      Proposed     Proposed
                                      maximum      maximum
 Title of                             offering     aggregate      Amount of
securities to         Amount to be    price per     offering    registration
be registered         registered       share         price          fee     
- ---------------------------------------------------------------------------
 Coca-Cola             2,040,000      $21 (1)   $43,605,000(1)   $15,036.21(1)
Enterprises Inc.         shares
Common Stock, $1.00
par value

         (1)   Determined in accordance with  Rule 457(c) under the Securities
               Act of 1933,  based on the average of  the high and low  prices
               reported on the New York Stock Exchange on April 12, 1995.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

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

               (a)   the  registrant's  Annual  Report  on  Form  10-K   filed
   pursuant to  Section 13  of the  Securities Exchange  Act of  1934 for  its
   fiscal year ended December 31, 1994;

               (b)   all other  reports filed  by the  registrant pursuant  to
   Section 13(a)  or  15(d)  of  the Securities  Exchange  Act of  1934  since
   December 31, 1994;

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

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

   ITEM 4.  DESCRIPTION OF SECURITIES.

               Not applicable.

   ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Lowry F. Kline, who, as General  Counsel of the registrant, has
   furnished  an opinion on  the legality  of the  securities being registered
   hereunder, has been granted 7500 shares of restricted stock under the 
   Coca-Cola  Enterprises Inc.  1995  Restricted  Stock  Plan, 1500  of  which
   shares have vested at the date hereof.

   ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

   ITEM 8.  EXHIBITS.

               4.1   Restated   Certificate  of   Incorporation  of  Coca-Cola
   Enterprises,  as amended on  April 15,  1992, incorporated  by reference to
   Exhibit  28.2 to the  registrant's Quarterly  Report on Form  10-Q as filed
   May 11, 1992.

               4.2   Bylaws of Coca-Cola Enterprises Inc.

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

               5     Opinion  regarding   legality  of  the  securities  being
   registered.

               23.1  Consent of Ernst & Young LLP.

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

               24    Powers of Attorney.

   ITEM 9.  UNDERTAKINGS.

               A.    Rule 415 Offering.

                     The undersigned registrant hereby undertakes:

                     (1)   To file,  during  any  period  in which  offers  or
   sales  are  being made,  a  post-effective  amendment to  this registration
   statement:

                           (i)   To   include   any  prospectus   required  by
         section 10(a)(3) of the Securities Act of 1933;

                         (ii)    To  reflect in  the prospectus  any  facts or
         events  arising  after  the   effective  date  of   the  registration
         statement  (or  the most  recent  post-effective  amendment  thereof)
         which,  individually or  in  the  aggregate, represent  a fundamental
         change in the information  set forth in  the registration  statement;
         and

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

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

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

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

               B.    Filings  Incorporating Subsequent  Exchange Act Documents
   by Reference.

                     The undersigned  registrant hereby  undertakes that,  for
   purposes  of determining any  liability under  the Securities  Act of 1933,
   each filing of the registrant's  annual report pursuant to section 13(a) or
   section  15(d)  of  the  Securities  Exchange   Act  of  1934  (and,  where
   applicable,  each  filing  of an  employee  benefit  plan's  annual  report
   pursuant to section 15(d)  of the Securities Exchange  Act of 1934) that is
   incorporated by reference in the registration  statement shall be deemed to
   be  a  new  registration  statement  relating  to  the  securities  offered
therein, and the offering  of such securities at  that time shall be deemed
   to be the initial bona fide offering thereof.

               C.    Filing of Registration Statement on Form S-8.

                     Insofar as  indemnification for liabilities arising under
   the  Securities Act  of 1933  may be  permitted to directors,  officers and
   controlling  persons   of  the   registrant  pursuant   to  the   foregoing
   provisions,  or otherwise,  the registrant  has  been  advised that  in the
   opinion  of the Securities  and Exchange Commission such indemnification is
   against  public  policy  as  expressed  in   the  Act  and  is,  therefore,
   unenforceable.   In the event that a claim for indemnification against such
   liabilities (other than the payment by  the registrant of expenses incurred
   or paid by a  director, officer or controlling person of the registrant  in
   the successful defense of  any action, suit or  proceeding) is asserted  by
   such  director,  officer  or  controlling  person  in  connection with  the
   securities being registered, the registrant will,  unless in the opinion of
   its counsel  the matter has been  settled by  controlling precedent, submit
   to   a  court  of   appropriate  jurisdiction  the  question  whether  such
   indemnification by it is against public policy as expressed in the Act  and
   will be governed by the final adjudication of such issue.
SIGNATURES

               Pursuant to the  requirements of  the Securities  Act of  1933,
   the  registrant,  Coca-Cola  Enterprises   Inc.,  certifies  that   it  has
   reasonable grounds  to believe that  it meets all  of the requirements  for
   filing on Form S-8  and has duly caused  this Registration Statement  to be
   signed on its  behalf by the undersigned, thereunto duly authorized, in the
   City of Atlanta, State of Georgia, on the 17th day of April, 1995.

                                             COCA-COLA ENTERPRISES INC.
                                                      (registrant)

                                                   S. K. JOHNSTON, JR.
                                             By:________________________
                                                S. K. Johnston, Jr.
                                                Vice Chairman and Chief
                                                Executive Officer

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

    S. K. JOHNSTON, JR.       Vice Chairman, Chief      April 17, 1995
    _______________________   Executive Officer and a
    (S.K. Johnston, Jr.)      Director (principal
                              executive officer)
    JOHN R. ALM               Senior Vice President     April 17, 1995
    _______________________   and Chief Financial
    (John R. Alm)             Officer (principal
                              financial officer)

    BERNICE H. WINTER         Vice President and        April 17, 1995
    (Bernice H. Winter)       Controller (principal
                              accounting officer)

               *              Chairman of the Board of  April 17, 1995
    (M. Douglas Ivester)      Directors
               *              President, Chief          April 17, 1995
    
    (Henry A. Schimberg)      Operating Officer and a
                              Director

               *              Director                  April 17, 1995
    (Howard G. Buffett)
               *              Director                  April 17, 1995
    (John L. Clendenin)

               *              Director                  April 17, 1995
    (Johnnetta B. Cole)

               *              Director                  April 17, 1995
    (T. Marshall Hahn, Jr.)
               *              Director                  April 17, 1995
    (Claus M. Halle)
*              Director                  April 17, 1995
    (L. Phillip Humann)
               
               *              Director                  April 17, 1995
    (Robert A. Keller)
               *              Director                  April 17, 1995
    (S. L. Probasco, Jr.)

               *              Director                  April 17, 1995
    (Francis A. Tarkenton)

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