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)


                   1993 AMENDMENT AND RESTATEMENT OF
                DEFERRED COMPENSATION AGREEMENT BETWEEN
     JOHNSTON COCA-COLA BOTTLING GROUP, INC. AND PHILIP H. SANFORD
                      DATED AS OF APRIL 30, 1993
                       (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)

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

                    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         78,980     $18.75(1)   $1,480,875(1)   $510.65(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
<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  1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling Group,
Inc. and Philip H. Sanford dated as of April 30, 1993, incorporated
by reference to Exhibit 10.18 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:<PAGE>



               (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
                                      
































                                  5

PAGE
<PAGE>
        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.)
 
 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
[{"type": "S-8", "sequence": "1", "description": "SANFORD REGISTRATION STATEMENT", "secsgml_size_bytes": 15573}]
{"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": "033-53225", "film-number": "94523910"}, "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)

                   1993 AMENDMENT AND RESTATEMENT OF
                DEFERRED COMPENSATION AGREEMENT BETWEEN
     JOHNSTON COCA-COLA BOTTLING GROUP, INC. AND PHILIP H. SANFORD
                      DATED AS OF APRIL 30, 1993
                       (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)

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

                    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         78,980     $18.75(1)   $1,480,875(1)   $510.65(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
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  1993 Amendment and Restatement of Deferred
Compensation Agreement between Johnston Coca-Cola Bottling Group,
Inc. and Philip H. Sanford dated as of April 30, 1993, incorporated
by reference to Exhibit 10.18 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
                                      

                                  5

PAGE
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.)
 
 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