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.
           MATCHED EMPLOYEE SAVINGS AND INVESTMENT 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 
 Enterprises        2,000,000(1)   $21 3/8(2)  $42,750,000(2) $14,741.38(2)
 Inc. Common Stock,   shares
 $1.00 par value

 Participation          (3)            (4)            (4)           (4)
 in the
 Coca-Cola
 Enterprises
 Inc. Matched
 Employee 
 Savings and Investment
 Plan


     (1)   The  2,000,000 shares  being registered represent  the incremental
            number of shares that may be purchased under the Plan.

      (2)   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 15, 1994.

      (3)   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.

      (4)   Not applicable.<PAGE>





                               EXPLANATORY NOTE

            This  Registration Statement  increases  the number  of shares  of
Coca-Cola Enterprises Inc.  Common Stock, $1.00 par value, that  may be issued
under  the Coca-Cola Enterprises Inc. Matched  Employee Savings and Investment
Plan   from  3,000,000  to  5,000,000.    The  contents  of  the  Registrant's
Registration Statement  on Form  S-8, as  amended, Registration No.  33-53229,
filed with  the Securities  and Exchange  Commission on  April  22, 1994  (the
"Prior  Registration Statement"), are  hereby incorporated by  reference.  The
Items below  contain information required in this  Registration Statement that
was not included in the Prior 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, 1993;

            (c)   the  description  of the  Registrant's  common  stock to  be
offered hereby which is contained in the registration statement filed  on Form
S-8  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 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 8.  EXHIBITS.

            4.2   Bylaws of Coca-Cola Enterprises Inc.

            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, and  the Registrant
undertakes  to submit the  Plan and any  amendments thereto to  the Service in
order to secure  a determination letter in a  timely manner and will  make all
changes  required by the Service in order  to qualify the Plan and obtain such
letter.
<PAGE>


ITEM 9.  UNDERTAKINGS.

            A.    Rule 415 Offering.

                  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

            B.    Filings Incorporating Subsequent  Exchange Act Documents  by
Reference.

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

            C.    Filing of Registration Statement on Form S-8.
<PAGE>

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


                                  SIGNATURES

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





            *              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<PAGE>





            Pursuant  to the requirements of  the Securities Act  of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused  this  registration  statement to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly authorized,  in the  City  of Atlanta,  State of
Georgia, on April 17, 1995.

                                    COCA-COLA ENTERPRISES INC.
                                    MATCHED EMPLOYEE SAVINGS AND 
                                    INVESTMENT PLAN

                                    By:  Trust Company Bank,
                                         Plan Trustee

                                                  JAMES T. GREY
                                          By:_____________________________
                                             James T. Grey, Vice President
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "MESIP", "secsgml_size_bytes": 13181}]
{"company-data": {"conformed-name": "COCA COLA ENTERPRISES INC", "cik": "0000804055", "assigned-sic": "2086", "irs-number": "580503352", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58697", "film-number": "95529526"}, "business-address": {"street1": "COCA COLA PLZ NW", "city": "ATLANTA", "state": "GA", "zip": "30313", "phone": "4046762100"}, "mail-address": {"street1": "PO BOX 1778", "city": "ATLANTA", "state": "GA", "zip": "30301"}}
Registration No. 33-________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

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

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

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

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

                    COCA-COLA ENTERPRISES INC.
           MATCHED EMPLOYEE SAVINGS AND INVESTMENT 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 
 Enterprises        2,000,000(1)   $21 3/8(2)  $42,750,000(2) $14,741.38(2)
 Inc. Common Stock,   shares
 $1.00 par value

 Participation          (3)            (4)            (4)           (4)
 in the
 Coca-Cola
 Enterprises
 Inc. Matched
 Employee 
 Savings and Investment
 Plan

     (1)   The  2,000,000 shares  being registered represent  the incremental
            number of shares that may be purchased under the Plan.

      (2)   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 15, 1994.

      (3)   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.

      (4)   Not applicable.
EXPLANATORY NOTE

            This  Registration Statement  increases  the number  of shares  of
Coca-Cola Enterprises Inc.  Common Stock, $1.00 par value, that  may be issued
under  the Coca-Cola Enterprises Inc. Matched  Employee Savings and Investment
Plan   from  3,000,000  to  5,000,000.    The  contents  of  the  Registrant's
Registration Statement  on Form  S-8, as  amended, Registration No.  33-53229,
filed with  the Securities  and Exchange  Commission on  April  22, 1994  (the
"Prior  Registration Statement"), are  hereby incorporated by  reference.  The
Items below  contain information required in this  Registration Statement that
was not included in the Prior 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, 1993;

            (c)   the  description  of the  Registrant's  common  stock to  be
offered hereby which is contained in the registration statement filed  on Form
S-8  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 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 8.  EXHIBITS.

            4.2   Bylaws of Coca-Cola Enterprises Inc.

            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, and  the Registrant
undertakes  to submit the  Plan and any  amendments thereto to  the Service in
order to secure  a determination letter in a  timely manner and will  make all
changes  required by the Service in order  to qualify the Plan and obtain such
letter.
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
Pursuant  to the requirements of  the Securities Act  of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused  this  registration  statement to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly authorized,  in the  City  of Atlanta,  State of
Georgia, on April 17, 1995.

                                    COCA-COLA ENTERPRISES INC.
                                    MATCHED EMPLOYEE SAVINGS AND 
                                    INVESTMENT PLAN

                                    By:  Trust Company Bank,
                                         Plan Trustee

                                                  JAMES T. GREY
                                          By:_____________________________
                                             James T. Grey, Vice President