Registration No. 333-____________



		  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, including Zip Code)

		      COCA-COLA ENTERPRISES INC.
		     DIRECTORS STOCK OPTION PLAN
		       (Full title of the plan)

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

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

			   CALCULATION OF REGISTRATION FEE
 ------------------------------------------------------------------------------
				   Proposed      Proposed
				    maximum      maximum     
 Title of                          offering     aggregate      Amount of
 securities to      Amount to be   price per     offering     registration
 be registered      registered      share         price           fee     
 =============      ============   ==========   ============  =============
 Coca-Cola           150,000        $58(1)      $8,700,000(1)   $2,637(1)
 Enterprises Inc.     shares    
 Common Stock, $1
 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 28, 1997.
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, 1996;

	     (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, 1996;

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

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

   ITEM 4.  DESCRIPTION OF SECURITIES.

	     Not applicable.

   ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

	     The legality of the securities being registered has
   been passed upon for the registrant by Lowry F. Kline, Senior
   Vice President and General Counsel of the registrant.  As of
   February 19, 1997, Mr. Kline owned 179,652 shares of the
   registrant's common stock, 140,000 of which are restricted and
   subject to vesting conditions, and options to purchase 71,833
   shares of the registrant's common stock.

   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

PAGE
<PAGE>



   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 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.

PAGE
<PAGE>



	     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 20, 1996, incorporated by reference to Exhibit
   3.2 to the registrant's Annual Report on Form 10-K for the
   fiscal year ended December 31, 1996.

	     4.3  Coca-Cola Enterprises Inc. Directors Stock
   Option Plan. 

	     5    Opinion regarding legality of the securities
   being registered.

	     23.1 Consent of Ernst & Young LLP.

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

	     24   Powers of Attorney.

   ITEM 9.  UNDERTAKINGS.

	     A.   Rule 415 Offering.

		  The undersigned registrant hereby undertakes:

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

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

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

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


PAGE
<PAGE>



	disclosed in the registration statement or any material
	change in such information in the registration statement;

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

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

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

	     B.   Filings Incorporating Subsequent Exchange Act
   Documents by Reference.

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

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

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

PAGE
<PAGE>



   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
<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 29th day of April, 1997.

				      COCA-COLA ENTERPRISES INC.
					      (registrant)

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



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


	    Signature                Title              Date

    S/ S.K. JOHNSTON, JR.      Vice Chairman,     April 29, 1997
    --------------------       Chief Executive
    (S.K. Johnston, Jr.)       Officer and a
			       Director
			       (principal
			       executive
			       officer)

    S/ JOHN R. ALM             Senior Vice        April 29, 1997
    -------------------        President and
    (John R. Alm)              Chief Financial
			       Officer
			       (principal
			       financial
			       officer)

    S/ O. MICHAEL WHIGHAM      Vice President     April 29, 1997
    ---------------------      and Controller
    (O. Michael Whigham)       (principal
			       accounting
			       officer)
	      *                Chairman of the    April 29, 1997
    ---------------------      Board of
    (M. Douglas Ivester)       Directors




PAGE
<PAGE>




	    Signature                Title              Date

	     *                 President, Chief   April 29, 1997
    --------------------       Operating
    (Henry A. Schimberg)       Officer and a
			       Director

	     *                 Director           April 29, 1997
    -------------------
    (Howard G. Buffett)

	     *                 Director           April 29, 1997
    --------------------
    (John L. Clendenin)
	     *                 Director           April 29, 1997
    --------------------
    (Johnnetta B. Cole)

	     *                 Director           April 29, 1997
    -------------------
    (Claus M. Halle)
	     *                 Director           April 29, 1997
    --------------------
    (L. Phillip Humann)

	     *                 Director           April 29, 1997
    --------------------
    (E. Neville Isdell)

	     *                 Director           April 29, 1997
    -------------------
    (John E. Jacob)
	     *                 Director           April 29, 1997
    -------------------
    (Robert A. Keller)

	     *                 Director
    -------------------
    (Jean-Claude Killy)
	     *                 Director           April 29, 1997
    -------------------
    (S. L. Probasco, Jr.)

	     *                 Director           April 29, 1997
    --------------------
    (Francis A. Tarkenton)


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



PAGE
<PAGE>
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Registration No. 333-____________

		  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, including Zip Code)

		      COCA-COLA ENTERPRISES INC.
		     DIRECTORS STOCK OPTION PLAN
		       (Full title of the plan)

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

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

			   CALCULATION OF REGISTRATION FEE
 ------------------------------------------------------------------------------
				   Proposed      Proposed
				    maximum      maximum     
 Title of                          offering     aggregate      Amount of
 securities to      Amount to be   price per     offering     registration
 be registered      registered      share         price           fee     
 =============      ============   ==========   ============  =============
 Coca-Cola           150,000        $58(1)      $8,700,000(1)   $2,637(1)
 Enterprises Inc.     shares    
 Common Stock, $1
 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 28, 1997.
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, 1996;

	     (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, 1996;

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

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

   ITEM 4.  DESCRIPTION OF SECURITIES.

	     Not applicable.

   ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

	     The legality of the securities being registered has
   been passed upon for the registrant by Lowry F. Kline, Senior
   Vice President and General Counsel of the registrant.  As of
   February 19, 1997, Mr. Kline owned 179,652 shares of the
   registrant's common stock, 140,000 of which are restricted and
   subject to vesting conditions, and options to purchase 71,833
   shares of the registrant's common stock.

   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

PAGE
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 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.

PAGE
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 20, 1996, incorporated by reference to Exhibit
   3.2 to the registrant's Annual Report on Form 10-K for the
   fiscal year ended December 31, 1996.

	     4.3  Coca-Cola Enterprises Inc. Directors Stock
   Option Plan. 

	     5    Opinion regarding legality of the securities
   being registered.

	     23.1 Consent of Ernst & Young LLP.

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

	     24   Powers of Attorney.

   ITEM 9.  UNDERTAKINGS.

	     A.   Rule 415 Offering.

		  The undersigned registrant hereby undertakes:

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

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

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

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

PAGE
disclosed in the registration statement or any material
	change in such information in the registration statement;

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

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

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

	     B.   Filings Incorporating Subsequent Exchange Act
   Documents by Reference.

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

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

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

PAGE
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 29th day of April, 1997.

				      COCA-COLA ENTERPRISES INC.
					      (registrant)

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

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

	    Signature                Title              Date

    S/ S.K. JOHNSTON, JR.      Vice Chairman,     April 29, 1997
    --------------------       Chief Executive
    (S.K. Johnston, Jr.)       Officer and a
			       Director
			       (principal
			       executive
			       officer)

    S/ JOHN R. ALM             Senior Vice        April 29, 1997
    -------------------        President and
    (John R. Alm)              Chief Financial
			       Officer
			       (principal
			       financial
			       officer)

    S/ O. MICHAEL WHIGHAM      Vice President     April 29, 1997
    ---------------------      and Controller
    (O. Michael Whigham)       (principal
			       accounting
			       officer)
	      *                Chairman of the    April 29, 1997
    ---------------------      Board of
    (M. Douglas Ivester)       Directors

PAGE
Signature                Title              Date

	     *                 President, Chief   April 29, 1997
    --------------------       Operating
    (Henry A. Schimberg)       Officer and a
			       Director

	     *                 Director           April 29, 1997
    -------------------
    (Howard G. Buffett)

	     *                 Director           April 29, 1997
    --------------------
    (John L. Clendenin)
	     *                 Director           April 29, 1997
    --------------------
    (Johnnetta B. Cole)

	     *                 Director           April 29, 1997
    -------------------
    (Claus M. Halle)
	     *                 Director           April 29, 1997
    --------------------
    (L. Phillip Humann)

	     *                 Director           April 29, 1997
    --------------------
    (E. Neville Isdell)

	     *                 Director           April 29, 1997
    -------------------
    (John E. Jacob)
	     *                 Director           April 29, 1997
    -------------------
    (Robert A. Keller)

	     *                 Director
    -------------------
    (Jean-Claude Killy)
	     *                 Director           April 29, 1997
    -------------------
    (S. L. Probasco, Jr.)

	     *                 Director           April 29, 1997
    --------------------
    (Francis A. Tarkenton)

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

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