Registration No. 33-________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549


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



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


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


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



                    COCA-COLA ENTERPRISES INC.
                      1994 STOCK OPTION PLAN
                     (Full title of the Plan)


                       Lowry F. Kline, Esq.
                         General Counsel
                    Coca-Cola Enterprises Inc.
                    One Coca-Cola Plaza, N.W.
                        Atlanta, GA 30313
             (Name and address of agent for service)

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


                 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------

                               Proposed      Proposed
                               maximum       maximum
    Title of                   offering     aggregate     Amount of
 securities to  Amount to be  price per      offering    registration
 be registered   registered     share         price          fee
 -------------  ------------  ----------  --------------  ------------

 Coca-Cola        2,000,000   $18.75(1)   $37,500,000(1)  $12,931.04(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 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  Coca-Cola Enterprises Inc. 1994 Stock Option Plan.


          5    Opinion regarding legality of the securities being
registered.

          23.1 Consent of Ernst & Young.

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

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

ITEM 9.  UNDERTAKINGS.

          A.   Rule 415 Offering.

               The undersigned Registrant hereby undertakes:

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

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

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

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

                                  3
<PAGE>
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
<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<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15486}]
{"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": "033-53221", "film-number": "94523907"}, "business-address": {"street1": "COCA COLA PLZ NW", "city": "ATLANTA", "state": "GA", "zip": "30313", "phone": "4046762100"}, "mail-address": {"street1": "PO BOX 1778", "city": "ATLANTA", "state": "GA", "zip": "30301"}}
Registration No. 33-________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

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

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

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

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

                    COCA-COLA ENTERPRISES INC.
                      1994 STOCK OPTION PLAN
                     (Full title of the Plan)

                       Lowry F. Kline, Esq.
                         General Counsel
                    Coca-Cola Enterprises Inc.
                    One Coca-Cola Plaza, N.W.
                        Atlanta, GA 30313
             (Name and address of agent for service)

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

                 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------

                               Proposed      Proposed
                               maximum       maximum
    Title of                   offering     aggregate     Amount of
 securities to  Amount to be  price per      offering    registration
 be registered   registered     share         price          fee
 -------------  ------------  ----------  --------------  ------------

 Coca-Cola        2,000,000   $18.75(1)   $37,500,000(1)  $12,931.04(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 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
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  Coca-Cola Enterprises Inc. 1994 Stock Option Plan.

          5    Opinion regarding legality of the securities being
registered.

          23.1 Consent of Ernst & Young.

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

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

ITEM 9.  UNDERTAKINGS.

          A.   Rule 415 Offering.

               The undersigned Registrant hereby undertakes:

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

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

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

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

                                  3
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
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

                                6