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)


               AMENDED AND RESTATED DEFERRED COMPENSATION
              AGREEMENT BETWEEN JOHNSTON COCA-COLA BOTTLING
                   GROUP, INC. AND HENRY A. SCHIMBERG
                   DATED DECEMBER 16, 1991, AS AMENDED
                        (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
     Title of                   maximum       maximum
    securities                 offering      aggregate       Amount of
       to be     Amount to be  price per     offering       registration
    registered    registered     share         price             fee    
    ----------   -----------   --------     ----------      -----------

    Coca-Cola      388,349     $18.75(1)  $7,281,543.75(1)  $2,510.88(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
             April 15, 1994.
<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, 1993;

             (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 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 or officer acted in good faith in a manner which
   he reasonably believed to be in or not opposed to the best
   interest of the 
                                  2   
   PAGE
<PAGE>
   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 CLAIMS.

             Not applicable.

   ITEM 8.  EXHIBITS.

             4.1  Restated Certificate of Incorporation of Coca-Cola
   Enterprises Inc., 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., as amended
   through February 18, 1992, incorporated by reference to Exhibit
   3.2 to the Registrant's Annual Report on Form 10-K for the
   fiscal year ended December 31, 1991.

             4.3  Amended and Restated Deferred Compensation
   Agreement between Johnston Coca-Cola Bottling Group, Inc. and
   Henry A. Schimberg dated December 16, 1991, as amended,
   incorporated by reference to Exhibit 10.16 to the Registrant's
   Annual Report on Form 10-K for the fiscal year ended December
   31, 1993. 

             23   Consent of Ernst & Young.

             25   Powers of Attorney and Resolution of the Board of
   Directors.

             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; and

                  (iii)     to include any material information
        with respect to the plan of distribution not previously
        disclosed in the registration 

                                  3
PAGE
<PAGE>
        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.
   





                                  4     

PAGE
<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 14th day of April, 1994.

                                      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 Exchange Act of 1933, 
   this report has been signed below by the following persons on behalf of 
   the Registrant and in the capacities and on the dates indicated.

     
     S.K. JOHNSTON, JR.
    ----------------------- Vice Chairman, Chief  April 14, 1994
    (S.K. Johnston, Jr.)    Executive Officer
                            and a Director
                            (principal executive
                            officer)
    JOHN R. ALM
    ----------------------- Senior Vice           April 14, 1994
    (John R. Alm)           President and Chief
                            Financial Officer
                            (principal financial
                            officer and
                            principal accounting
                            officer)

    HOWARD G. BUFFETT*      Director              April 14, 1994
    -----------------------
    (Howard G. Buffett)

    JOHN L. CLENDENIN*      Director              April 14, 1994
    -----------------------
    (John L. Clendenin)

    JOHNNETTA B. COLE*      Director              April 14, 1994
    -----------------------
    (Johnnetta B. Cole)

    T. MARSHALL HAHN, JR.*  Director              April 14, 1994
    -----------------------
    (T. Marshall Hahn, Jr.)

    CLAUS M. HALLE*         Director              April 14, 1994
    -----------------------
    (Claus M. Halle)

    L. PHILLIP HUMANN*      Director              April 14, 1994
    -----------------------
    (L. Phillip Humann)

    M. DOUGLAS IVESTER*     Director              April 14, 1994
    -----------------------
    (M. Douglas Ivester)
    
    E. NEVILLE ISDELL*      Director              April 14, 1994
    -----------------------
    (E. Neville Isdell)

    JOHN E. JACOB*          Director              April 14, 1994
    -----------------------
    (John E. Jacob) 

    ROBERT A. KELLER*       Director              April 14, 1994
    -----------------------
    (Robert A. Keller)
    
    S.L. PROBASCO, JR.*     Director              April 14, 1994
    -----------------------
    (S.L. Probasco, Jr.)

                                    5
<PAGE>
    
    HENRY A. SCHIMBERG*     Director              April 14, 1994
    -----------------------
    (Henry A. Schimberg)

    FRANCIS A. TARKENTON*   Director              April 14, 1994
    -----------------------
    (Francis A. Tarkenton)

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










































                               6
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{"company-data": {"conformed-name": "COCA COLA ENTERPRISES INC", "cik": "0000804055", "assigned-sic": "2086", "irs-number": "580503352", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53227", "film-number": "94523911"}, "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)

               AMENDED AND RESTATED DEFERRED COMPENSATION
              AGREEMENT BETWEEN JOHNSTON COCA-COLA BOTTLING
                   GROUP, INC. AND HENRY A. SCHIMBERG
                   DATED DECEMBER 16, 1991, AS AMENDED
                        (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
     Title of                   maximum       maximum
    securities                 offering      aggregate       Amount of
       to be     Amount to be  price per     offering       registration
    registered    registered     share         price             fee    
    ----------   -----------   --------     ----------      -----------

    Coca-Cola      388,349     $18.75(1)  $7,281,543.75(1)  $2,510.88(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
             April 15, 1994.
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, 1993;

             (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 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 or officer acted in good faith in a manner which
   he reasonably believed to be in or not opposed to the best
   interest of the 
                                  2   
   PAGE
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 CLAIMS.

             Not applicable.

   ITEM 8.  EXHIBITS.

             4.1  Restated Certificate of Incorporation of Coca-Cola
   Enterprises Inc., 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., as amended
   through February 18, 1992, incorporated by reference to Exhibit
   3.2 to the Registrant's Annual Report on Form 10-K for the
   fiscal year ended December 31, 1991.

             4.3  Amended and Restated Deferred Compensation
   Agreement between Johnston Coca-Cola Bottling Group, Inc. and
   Henry A. Schimberg dated December 16, 1991, as amended,
   incorporated by reference to Exhibit 10.16 to the Registrant's
   Annual Report on Form 10-K for the fiscal year ended December
   31, 1993. 

             23   Consent of Ernst & Young.

             25   Powers of Attorney and Resolution of the Board of
   Directors.

             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; and

                  (iii)     to include any material information
        with respect to the plan of distribution not previously
        disclosed in the registration 

                                  3
PAGE
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.
   

                                  4     

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 14th day of April, 1994.

                                      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 Exchange Act of 1933, 
   this report has been signed below by the following persons on behalf of 
   the Registrant and in the capacities and on the dates indicated.

     
     S.K. JOHNSTON, JR.
    ----------------------- Vice Chairman, Chief  April 14, 1994
    (S.K. Johnston, Jr.)    Executive Officer
                            and a Director
                            (principal executive
                            officer)
    JOHN R. ALM
    ----------------------- Senior Vice           April 14, 1994
    (John R. Alm)           President and Chief
                            Financial Officer
                            (principal financial
                            officer and
                            principal accounting
                            officer)

    HOWARD G. BUFFETT*      Director              April 14, 1994
    -----------------------
    (Howard G. Buffett)

    JOHN L. CLENDENIN*      Director              April 14, 1994
    -----------------------
    (John L. Clendenin)

    JOHNNETTA B. COLE*      Director              April 14, 1994
    -----------------------
    (Johnnetta B. Cole)

    T. MARSHALL HAHN, JR.*  Director              April 14, 1994
    -----------------------
    (T. Marshall Hahn, Jr.)

    CLAUS M. HALLE*         Director              April 14, 1994
    -----------------------
    (Claus M. Halle)

    L. PHILLIP HUMANN*      Director              April 14, 1994
    -----------------------
    (L. Phillip Humann)

    M. DOUGLAS IVESTER*     Director              April 14, 1994
    -----------------------
    (M. Douglas Ivester)
    
    E. NEVILLE ISDELL*      Director              April 14, 1994
    -----------------------
    (E. Neville Isdell)

    JOHN E. JACOB*          Director              April 14, 1994
    -----------------------
    (John E. Jacob) 

    ROBERT A. KELLER*       Director              April 14, 1994
    -----------------------
    (Robert A. Keller)
    
    S.L. PROBASCO, JR.*     Director              April 14, 1994
    -----------------------
    (S.L. Probasco, Jr.)

                                    5
HENRY A. SCHIMBERG*     Director              April 14, 1994
    -----------------------
    (Henry A. Schimberg)

    FRANCIS A. TARKENTON*   Director              April 14, 1994
    -----------------------
    (Francis A. Tarkenton)

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

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