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.)


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


                          COCA-COLA ENTERPRISES INC.
                        DEFERRED COMPENSATION PLAN FOR
                      NON-EMPLOYEE DIRECTOR COMPENSATION
               (As Amended and Restated Effective April 1, 1994)
                           (Full title of the Plan)

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

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

                        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           4,418        $29.25(1)    $129,226.50(1)       $45(1)
 Enterprises        shares
 Inc. 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 December 15, 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 or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of filing of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated hereby by reference and
to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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


<PAGE>



            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, incorporated by reference
to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8, 
No. 33-58695.

            4.3   Coca-Cola Enterprises Inc. Deferred Compensation Plan for
Non-Employee Director Compensation (as amended and restated effective April 1,
1994), incorporated by reference to Exhibit 10.16 to the Registrant s Annual
Report on Form 10-K for the fiscal year ended December 31, 1994.

            23    Consent of Ernst & Young LLP.

            24    Powers of Attorney.

<PAGE>



            An opinion of counsel is not being filed because the securities
being registered are not original issuance securities.


ITEM 9.  UNDERTAKINGS.

            A.    Rule 415 Offering.

                  The undersigned Registrant hereby undertakes:

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

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

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

                       (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 registration statement is on Form S-3 (Section 239.13 of this chapter),
Form S-8 (Section 239.16b of this chapter) or Form F-3 (Section 239.33 of this
chapter), and 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 Exchange Act 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.

                  (4)   If the registrant is a foreign private issuer, to file
a post-effective amendment to the registration statement to include any

<PAGE>



financial statements required by Section 210.3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering.  Financial
statements and information otherwise required by Section 10(a)(3) of the
Securities Act of 1933 need not be furnished, provided that the registrant
includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph A.(4) and other information
necessary to ensure that all other information in the prospectus is at lease
as current as the date of those financial statements.  Notwithstanding the
foregoing, with respect to registration statements on Form F-3 (Section 239.33
of this chapter), a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a)(3) of the Act
or Section 210.3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or furnished to the
Commission 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 Form
F-3.

            B.    Filings Incorporating Subsequent Exchange Act Documents by
Reference.

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

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

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








<PAGE>



                                  SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant, 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 19th day of December, 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
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.


    S. K. JOHNSTON, JR.
 ---------------------------        Vice Chairman, Chief  December 19, 1995
 (S.K. Johnston, Jr.)               Executive Officer
                                    and a Director
                                    (principal executive
                                    officer)

    JOHN ALM                        Senior Vice           December 19, 1995
 --------------------------         President and Chief
 (John R. Alm)                      Financial Officer
                                    (principal financial
                                    officer)

    BERNICE H. WINTER               Vice President and    December 19, 1995
 --------------------------         Controller
 (Bernice H. Winter)                (principal
                                    accounting officer)
            *
 --------------------------         Chairman of the       December 19, 1995
 (M. Douglas Ivester)               Board of Directors
            
            *                       President, Chief      December 19, 1995
 -------------------------          Operating Officer
  (Henry A. Schimberg)              and a Director

            *                       Director              December 19, 1995
 --------------------------
 (Howard G. Buffett)

            

<PAGE>
            *                       Director              December 19, 1995
 --------------------------
 (John L. Clendenin)
 
            *                       Director              December 19, 1995
 --------------------------
 (Johnnetta B. Cole)
                                    Director              December 19, 1995
 --------------------------
 (T. Marshall Hahn, Jr.)

            *                       Director              December 19, 1995
 --------------------------
 (Claus M. Halle)

            *                       Director              December 19, 1995
 --------------------------
 (L. Phillip Humann)
            
            *                       Director              December 19, 1995
 --------------------------
 (E. Neville Isdell)

            *                       Director              December 19, 1995
 --------------------------
 (John E. Jacob)
            *                       Director              December 19, 1995
 --------------------------
 (Robert A. Keller)

            *                       Director              December 19, 1995
 --------------------------
 (Scott L. Probasco, Jr.)

            *                       Director              December 19, 1995
 --------------------------
 (Francis A. Tarkenton)

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

















<PAGE>
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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.)

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

                          COCA-COLA ENTERPRISES INC.
                        DEFERRED COMPENSATION PLAN FOR
                      NON-EMPLOYEE DIRECTOR COMPENSATION
               (As Amended and Restated Effective April 1, 1994)
                           (Full title of the Plan)

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

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

                        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           4,418        $29.25(1)    $129,226.50(1)       $45(1)
 Enterprises        shares
 Inc. 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 December 15, 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 or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of filing of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated hereby by reference and
to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Article Sixth of the Registrant's Restated Certificate of
Incorporation provides for the elimination of personal monetary liabilities of
directors of the Registrant for breaches of certain of their fiduciary duties
to the full extent permitted by Section 102(b)(7) of the General Corporation
Law of Delaware (the "GCL").  Section 102(b)(7) of the GCL enables a
corporation in its certificate of incorporation to eliminate or limit the
personal liability of members of its board of directors to the corporation or
its shareholders for monetary damages for violations of a director's fiduciary
duty of care.  Such a provision has no effect on the availability of equitable
remedies, such as an injunction or rescission, for breach of fiduciary duty. 
In addition, no such provision may eliminate or limit the liability of a
director for breaching his duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating the law, paying an
unlawful dividend or approving an illegal stock repurchase, or obtaining an
improper personal benefit.
Article Eleventh of the Registrant's Restated Certificate of
Incorporation provides for indemnification of directors and officers to the
extent permitted by the GCL.  Section 145 of the GCL provides for
indemnification of directors and officers from and against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement reasonably
incurred by them in connection with any civil, criminal, administrative or
investigative claim or proceeding (including civil actions brought as
derivative actions by or in the right of the corporation but only to the
extent of expenses reasonably incurred in defending or settling such action)
in which they may become involved by reason of being a director or officer of
the corporation.  The section permits indemnification if the director of
officer acted in good faith in a manner which he reasonably believed to be in
or not opposed to the best interest of the corporation and, in addition, in
criminal actions, if he had reasonable cause to believe his conduct to be
lawful.  If, in an action brought by or in the right of the corporation, the
director or officer is adjudged to be liable for negligence or misconduct in
the performance of his duty, he will only be entitled to such indemnity as the
court finds to be proper.  Persons who are successful in defense of any claim
against them are entitled to indemnification as of right against expenses
reasonably incurred in connection therewith.  In all other cases,
indemnification shall be made (unless otherwise ordered by a court) only if
the board of directors, acting by a majority vote of a quorum of disinterested
directors, independent legal counsel or holders of a majority of the shares
entitled to vote determines that the applicable standard of conduct has been
met.  Section 145 provides such indemnity for persons who, at the request of
the corporation, act as directors, officers, employees or agents of other
corporations, partnerships or other enterprises.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.  EXHIBITS.

            4.1   Restated Certificate of Incorporation of Coca-Cola
Enterprises, as amended on April 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, incorporated by reference
to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8, 
No. 33-58695.

            4.3   Coca-Cola Enterprises Inc. Deferred Compensation Plan for
Non-Employee Director Compensation (as amended and restated effective April 1,
1994), incorporated by reference to Exhibit 10.16 to the Registrant s Annual
Report on Form 10-K for the fiscal year ended December 31, 1994.

            23    Consent of Ernst & Young LLP.

            24    Powers of Attorney.
An opinion of counsel is not being filed because the securities
being registered are not original issuance securities.

ITEM 9.  UNDERTAKINGS.

            A.    Rule 415 Offering.

                  The undersigned Registrant hereby undertakes:

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

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

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

                       (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 registration statement is on Form S-3 (Section 239.13 of this chapter),
Form S-8 (Section 239.16b of this chapter) or Form F-3 (Section 239.33 of this
chapter), and 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 Exchange Act 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.

                  (4)   If the registrant is a foreign private issuer, to file
a post-effective amendment to the registration statement to include any
financial statements required by Section 210.3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering.  Financial
statements and information otherwise required by Section 10(a)(3) of the
Securities Act of 1933 need not be furnished, provided that the registrant
includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph A.(4) and other information
necessary to ensure that all other information in the prospectus is at lease
as current as the date of those financial statements.  Notwithstanding the
foregoing, with respect to registration statements on Form F-3 (Section 239.33
of this chapter), a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a)(3) of the Act
or Section 210.3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or furnished to the
Commission 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 Form
F-3.

            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 19th day of December, 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
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.

    S. K. JOHNSTON, JR.
 ---------------------------        Vice Chairman, Chief  December 19, 1995
 (S.K. Johnston, Jr.)               Executive Officer
                                    and a Director
                                    (principal executive
                                    officer)

    JOHN ALM                        Senior Vice           December 19, 1995
 --------------------------         President and Chief
 (John R. Alm)                      Financial Officer
                                    (principal financial
                                    officer)

    BERNICE H. WINTER               Vice President and    December 19, 1995
 --------------------------         Controller
 (Bernice H. Winter)                (principal
                                    accounting officer)
            *
 --------------------------         Chairman of the       December 19, 1995
 (M. Douglas Ivester)               Board of Directors
            
            *                       President, Chief      December 19, 1995
 -------------------------          Operating Officer
  (Henry A. Schimberg)              and a Director

            *                       Director              December 19, 1995
 --------------------------
 (Howard G. Buffett)
*                       Director              December 19, 1995
 --------------------------
 (John L. Clendenin)
 
            *                       Director              December 19, 1995
 --------------------------
 (Johnnetta B. Cole)
                                    Director              December 19, 1995
 --------------------------
 (T. Marshall Hahn, Jr.)

            *                       Director              December 19, 1995
 --------------------------
 (Claus M. Halle)

            *                       Director              December 19, 1995
 --------------------------
 (L. Phillip Humann)
            
            *                       Director              December 19, 1995
 --------------------------
 (E. Neville Isdell)

            *                       Director              December 19, 1995
 --------------------------
 (John E. Jacob)
            *                       Director              December 19, 1995
 --------------------------
 (Robert A. Keller)

            *                       Director              December 19, 1995
 --------------------------
 (Scott L. Probasco, Jr.)

            *                       Director              December 19, 1995
 --------------------------
 (Francis A. Tarkenton)

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