4

SEC Form 4

FORM 4
[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).
(Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL

OMB Number: 3235-0287 Expires: January 31, 2005
Estimated average burden
hours per response. . . . . 0.5

1. Name and Address of Reporting Person* Herb, Marvin     J. (Last)                      (First)                      (Middle) Suite 700 2500 Windy Ridge Parkway (Street) Atlanta, GA     30339 (City)                      (State)                      (Zip) U.S.	2. Issuer Name and Ticker or Trading Symbol Coca-Cola Enterprises Inc.   CCE		6. Relationship of Reporting Person(s) to Issuer (Check all applicable)            X          Director                           10% Owner                         Officer                             Other 7. Individual or Joint/Group Filing (Check Applicable Line) X   Form filed by One Reporting Person       Form filed by More than One Reporting Person
	3. I.R.S. Identification     Number of Reporting     Person, if an entity     (voluntary)	4. Statement for     Month/Day/Year     February 03, 2003 5. If Amendment,     Date of Original     (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
    (Instr. 3)
2. Transaction Date
    (Month/Day/Year) 2A. Deemed
      Execution
      Date, if any

      (Month/Day/Year) 3. Transaction
    Code
    and
    Voluntary
    Code
    (Instr. 8)

Code  |  V     4. Securities Acquired (A) or Disposed (D) Of
    (Instr. 3, 4, and 5)



        Amount      |         A/D         |         Price           5. Amount of
    Securities
    Beneficially
    Owned
    Following
    Reported
Transaction(s)

    (Instr. 3 and 4) 6. Owner-
    ship
    Form:
    Direct(D)
    or
    Indirect (I)

    (Instr. 4) 7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v).
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number. (over)
SEC 1474 (9-02)

Herb, Marvin J. - February 03, 2003

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security     (Instr. 3)	2. Conver-     sion or     Exercise     Price of     Deri-     vative     Security	3. Transaction     Date     (Month/     Day/     Year)	3A. Deemed       Execution       Date, if       any       (Month/       Day/       Year)	4. Transaction     Code     and     Voluntary (V)     Code     (Instr.8) Code | V	5. Number of Derivative     Securities Acquired (A)     or Disposed (D) Of     (Instr. 3,4 and 5)	6. Date Exercisable(DE) and     Expiration Date(ED)     (Month/Day/Year)   (DE)     |     (ED)	7. Title and Amount of     Underlying Securities     (Instr. 3 and 4)	8. Price     of     Derivative     Security     (Instr.5)	9. Number of     Derivative     Securities     Beneficially     Owned     Following     Reported     Transactions     (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr.4)	11. Nature of       Indirect       Beneficial       Ownership       (Instr.4)
2003 Stock Appreciation Rights Grant	$21.9450	02/03/2003		A |	(A) 7,500	02/03/2004 (1) | 02/03/2013	Common Stock - 7,500		7,500	D

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
        See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:   File three copies of this Form, one of which must be manually signed. If space is insufficient,
            see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number. By: E. Liston Bishop, Attorney-in-Fact for Marvin J. Herb                  02-19-2003    
** Signature of Reporting Person                                                              Date

Power of Attorney

Page 2

Herb, Marvin J. - February 03, 2003

Form 4 (continued)

FOOTNOTE Descriptions for Coca-Cola Enterprises Inc. CCE

Form 4 - February 2003

Marvin J. Herb
Suite 700
2500 Windy Ridge Parkway
Atlanta, GA 30339

Explanation of responses:

(1)   One-third vests on the first, second and third anniversary of the Grant Date.

Page 3

EX-99.16 PWR OF ATTY

POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS THAT I, Marvin J. Herb, a Director of Coca-Cola Enterprises Inc., a Delaware corporation (the "Company"), do hereby appoint John R. Parker, Jr. and E. Liston Bishop III, and each of them, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, as follows:

(1) to execute for me and on my behalf in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Act") any and all of the following: any Initial Statement of Beneficial Ownership of Securities on Form 3, any Statement of Changes in Beneficial Ownership of Securities on Form 4, any Annual Statement of Beneficial Ownership of Securities on Form 5, any additional forms which may be promulgated pursuant to Section 16 of the Act or the rules thereunder, and any amendments thereto, in connection with my transactions in shares of Common Stock, $1 par value, of the Company or any derivative securities with respect thereto;

(2) to do and perform any and all acts for me and on my behalf which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such Form with the United States Securities and Exchange Commission and the New York Stock Exchange and any other authority; and

(3) to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

        I hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully in all respects as I could do personally, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

        I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming any of my responsibilities to comply with Section 16 of the Act.

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Secretary of the Company.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 15th day of April, 2002.

S/ MARVIN J. HERB [SEAL]