10-Q

                       [COCA-COLA ENTERPRISES INC. LOGO]



                                   FORM 10-Q


                                QUARTERLY REPORT


                    FOR THE QUARTER ENDED SEPTEMBER 27, 2002


                          FILED PURSUANT TO SECTION 13


                                     OF THE


                        SECURITIES EXCHANGE ACT OF 1934



===============================================================================


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ---------

                                   FORM 10-Q

         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                  for the quarterly period ended September 27, 2002

                                       or

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13
                  OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                       COMMISSION FILE NUMBER 001-09300

                       [COCA-COLA ENTERPRISES INC. LOGO]

             (Exact name of registrant as specified in its charter)

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

             2500 WINDY RIDGE PARKWAY, SUITE 700
             ATLANTA, GEORGIA                                   30339
             (Address of principal executive offices)         (Zip Code)

                                  770-989-3000
              (Registrant's telephone number, including area code)

                                   ---------

Indicate  by check  mark  whether  the  registrant  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange Act of
1934  during the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                  YES      [X]               NO       [ ]

            Indicate the number of shares outstanding of each of the
                       issuer's classes of common stock.

     449,377,591 SHARES OF $1 PAR VALUE COMMON STOCK AS OF NOVEMBER 1, 2002


===============================================================================



                           COCA-COLA ENTERPRISES INC.

                         QUARTERLY REPORT ON FORM 10-Q

                      FOR QUARTER ENDED SEPTEMBER 27, 2002

                                     INDEX


                                                                           Page
                                                                           ----
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Income Statements for the Quarters
           ended September 27, 2002 and September 28, 2001..................  1

        Condensed Consolidated Income Statements for the Nine Months
           ended September 27, 2002 and September 28, 2001..................  2

        Condensed Consolidated Balance Sheets as of September 27, 2002
           and December 31, 2001............................................  3

        Condensed Consolidated Statements of Cash Flows for the Nine Months
           ended September 27, 2002 and September 28, 2001..................  5

        Notes to Condensed Consolidated Financial Statements................  6

Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations............................................. 20

Item 3. Quantitative and Qualitative Disclosures About Market Risk.......... 31

Item 4. Controls and Procedures............................................. 31

                         PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.................................... 32

Signatures.................................................................. 33

Certifications.............................................................. 33



PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           COCA-COLA ENTERPRISES INC.

                    CONDENSED CONSOLIDATED INCOME STATEMENTS
                 (UNAUDITED; IN MILLIONS EXCEPT PER SHARE DATA)


                                                            QUARTER ENDED
                                                    ----------------------------
                                                    SEPTEMBER 27,  SEPTEMBER 28,
                                                        2002           2001
                                                    -------------  -------------

NET OPERATING REVENUES .........................      $ 4,549          $ 4,250
Cost of sales ..................................        2,810            2,660
                                                      -------          -------

GROSS PROFIT ...................................        1,739            1,590
Selling, delivery, and administrative
   expenses ....................................        1,298            1,375
                                                      -------          -------

OPERATING INCOME ...............................          441              215
Interest expense, net ..........................          166              189
Other nonoperating expenses
   (income), net ...............................           (2)              (1)
                                                      -------          -------

INCOME BEFORE INCOME TAXES .....................          277               27
Income tax expense before rate
   change benefit ..............................           86               22
Income tax rate change (benefit) ...............           --               (6)
                                                      -------          -------

NET INCOME .....................................          191               11
Preferred stock dividends ......................            1                1
                                                      -------          -------

NET INCOME APPLICABLE TO COMMON
   SHAREOWNERS .................................      $   190          $    10
                                                      =======          =======

BASIC NET INCOME PER SHARE APPLICABLE
   TO COMMON SHAREOWNERS .......................      $  0.42          $  0.02
                                                      =======          =======

DILUTED NET INCOME PER SHARE APPLICABLE
   TO COMMON SHAREOWNERS .......................      $  0.42          $  0.02
                                                      =======          =======

DIVIDENDS PER SHARE APPLICABLE TO
   COMMON SHAREOWNERS ..........................      $  0.04          $  0.04
                                                      =======          =======

INCOME (EXPENSE) AMOUNTS FROM TRANSACTIONS
   WITH THE COCA-COLA COMPANY
Net operating revenues .........................      $   259          $   221
Cost of sales ..................................       (1,425)          (1,191)
Selling, delivery, and administrative
   expenses ....................................           46               20


See Notes to Condensed Consolidated Financial Statements.

                                      -1-

                           COCA-COLA ENTERPRISES INC.

                    CONDENSED CONSOLIDATED INCOME STATEMENTS
                 (UNAUDITED; IN MILLIONS EXCEPT PER SHARE DATA)


                                                          NINE MONTHS ENDED
                                                    ----------------------------
                                                    SEPTEMBER 27,  SEPTEMBER 28,
                                                        2002           2001
                                                    -------------  -------------

NET OPERATING REVENUES ............................   $ 12,639       $ 11,661
Cost of sales .....................................      7,794          7,273
                                                      --------       --------

GROSS PROFIT ......................................      4,845          4,388
Selling, delivery, and administrative expenses ....      3,732          3,879
                                                      --------       --------

OPERATING INCOME ..................................      1,113            509
Interest expense, net .............................        495            568
Other nonoperating expenses (income), net .........         (3)            (1)
                                                      --------       --------

INCOME (LOSS) BEFORE INCOME TAXES AND
   CUMULATIVE EFFECT OF ACCOUNTING CHANGE .........        621            (58)
Income tax expense (benefit) before rate
   change benefit .................................        205            (23)
Income tax rate change (benefit) ..................         --            (52)
                                                      --------       --------

NET INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE ...........................        416             17

Cumulative effect of accounting change, net of
   taxes ..........................................         --           (302)
                                                      --------       --------

NET INCOME (LOSS) .................................        416           (285)
Preferred stock dividends .........................          2              3
                                                      --------       --------

NET INCOME (LOSS) APPLICABLE TO
   COMMON SHAREOWNERS .............................   $    414       $   (288)
                                                      ========       ========

BASIC NET INCOME PER SHARE APPLICABLE TO COMMON
   SHAREOWNERS BEFORE CUMULATIVE EFFECT ...........   $   0.92       $   0.03
                                                      ========       ========

BASIC NET INCOME (LOSS) PER SHARE
   APPLICABLE TO COMMON SHAREOWNERS ...............   $   0.92       $  (0.67)
                                                      ========       ========

DILUTED NET INCOME PER SHARE APPLICABLE TO COMMON
   SHAREOWNERS BEFORE CUMULATIVE EFFECT ...........   $   0.91       $   0.03
                                                      ========       ========

DILUTED NET INCOME (LOSS) PER SHARE APPLICABLE
   TO COMMON SHAREOWNERS ..........................   $   0.91       $  (0.67)
                                                      ========       ========

DIVIDENDS PER SHARE APPLICABLE TO
   COMMON SHAREOWNERS .............................   $   0.12       $   0.12
                                                      ========       ========

INCOME (EXPENSE) AMOUNTS FROM TRANSACTIONS WITH
   THE COCA-COLA COMPANY:
Net operating revenues ............................   $    675       $    609
Cost of sales .....................................     (3,830)        (3,377)
Selling, delivery, and administrative expenses ....        115             63


See Notes to Condensed Consolidated Financial Statements.


                                      -2-

                           COCA-COLA ENTERPRISES INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN MILLIONS)


                                                    SEPTEMBER 27,   DECEMBER 31,
                     ASSETS                             2002            2001
                                                    -------------   ------------
                                                    (Unaudited)

CURRENT
   Cash and cash investments, at cost
     approximating market .....................      $   929        $   284
   Trade accounts receivable, less allowance
     reserves of $59 and $73, respectively ....        1,844          1,540
   Inventories:
     Finished goods ...........................          522            458
     Raw materials and supplies ...............          267            232
                                                     -------        -------
                                                         789            690
   Prepaid expenses and other current assets ..          357            362
                                                     -------        -------
       Total Current Assets ...................        3,919          2,876

PROPERTY, PLANT, AND EQUIPMENT
   Land .......................................          437            390
   Buildings and improvements .................        1,789          1,718
   Machinery and equipment ....................        9,295          8,614
                                                     -------        -------
                                                      11,521         10,722
   Less allowances for depreciation ...........        5,442          4,726
                                                     -------        -------
                                                       6,079          5,996
   Construction in progress ...................          188            210
                                                     -------        -------
     Net Property, Plant, and Equipment .......        6,267          6,206

GOODWILL ......................................          575            569

FRANCHISE LICENSE INTANGIBLE ASSETS ...........       13,387         13,124

OTHER NONCURRENT ASSETS, NET ..................        1,029            944
                                                     -------        -------

                                                     $25,177        $23,719
                                                     =======        =======


See Notes to Condensed Consolidated Financial Statements.

                                      -3-

                           COCA-COLA ENTERPRISES INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN MILLIONS EXCEPT SHARE DATA)


                                                     SEPTEMBER 27,  DECEMBER 31,
      LIABILITIES AND SHAREOWNERS' EQUITY                2002           2001
                                                     -----------    ------------
                                                     (Unaudited)

CURRENT
   Accounts payable and accrued expenses .......       $  2,681     $  2,610
   Amounts payable to The Coca-Cola Company, net            205           38
   Deferred cash payments from
       The Coca-Cola Company ...................             75           70
   Current portion of long-term debt ...........          1,719        1,804
                                                       --------     --------
       Total Current Liabilities ...............          4,680        4,522

LONG-TERM DEBT, LESS CURRENT MATURITIES ........         11,078       10,365

RETIREMENT AND INSURANCE PROGRAMS AND OTHER
   LONG-TERM OBLIGATIONS .......................          1,157        1,166

DEFERRED CASH PAYMENTS FROM
   THE COCA-COLA COMPANY .......................            441          510

DEFERRED INCOME TAX LIABILITIES ................          4,513        4,336

SHAREOWNERS' EQUITY
   Preferred stock .............................             37           37
   Common stock, $1 par value - Authorized -
     1,000,000,000 shares; Issued - 457,026,914
     and 453,262,107 shares, respectively ......            457          453
   Additional paid-in capital ..................          2,562        2,527
   Reinvested earnings .........................            580          220
   Accumulated other comprehensive income (loss)           (196)        (292)
   Common stock in treasury, at cost - 8,517,712
     and 8,146,325 shares, respectively ........           (132)        (125)
                                                       --------     --------
       Total Shareowners' Equity ...............          3,308        2,820
                                                       --------     --------

                                                       $ 25,177     $ 23,719
                                                       ========     ========


See Notes to Condensed Consolidated Financial Statements.


                                      -4-

                           COCA-COLA ENTERPRISES INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED; IN MILLIONS)

                                                        NINE MONTHS ENDED
                                                    ----------------------------
                                                    SEPTEMBER 27,  SEPTEMBER 28,
                                                         2002         2001
                                                    -------------  -------------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss) ..........................        $   416      $  (285)
   Adjustments to reconcile net income
      (loss) to net cash derived from
      operating activities:
      Cumulative effect of accounting change ..             --          302
      Depreciation ............................            711          665
      Amortization ............................             56          338
      Deferred income tax expense (benefit) ...            133         (134)
      Deferred cash payments from The
        Coca-Cola Company .....................            (64)          66
      Net changes in current assets and
        current liabilities ...................           (128)        (372)
      Other ...................................            (20)         (23)
                                                       -------      -------
   Net cash derived from operating
      activities ..............................          1,104          557

CASH FLOWS FROM INVESTING ACTIVITIES
   Investments in capital assets ..............           (661)        (605)
   Capital asset disposals ....................              9            2
   Cash investments in bottling
      operations, net of cash acquired ........            (26)        (906)
   Other investing activities .................            (39)         (31)
                                                       -------      -------
   Net cash used in investing activities ......           (717)      (1,540)

CASH FLOWS FROM FINANCING ACTIVITIES
   Net (decrease) increase in
      commercial paper ........................           (406)         181
   Proceeds from issuance of debt .............          1,704        1,189
   Payments on long-term debt .................         (1,021)        (483)
   Stock purchases for treasury ...............             --           (8)
   Cash dividend payments on common and
      preferred stock .........................            (38)         (36)
   Exercise of employee stock options .........             19           26
                                                       -------      -------
   Net cash derived from financing
      activities ..............................            258          869
                                                       -------      -------

NET INCREASE (DECREASE) IN CASH AND
   CASH INVESTMENTS ...........................            645         (114)
   Cash and cash investments at
      beginning of period .....................            284          294
                                                       -------      -------

CASH AND CASH INVESTMENTS AT
   END OF PERIOD ..............................        $   929      $   180
                                                       =======      =======

SUPPLEMENTAL NONCASH INVESTING AND
   FINANCING ACTIVITIES
   Investments in bottling operations:
     Debt issued and assumed ..................        $    --      $   (15)
     Equity issued ............................             --         (404)
     Other liabilities assumed ................             --         (331)
     Fair value of assets acquired ............             26        1,656
                                                       -------      -------
     Cash paid, net of cash acquired ..........        $    26      $   906
                                                       =======      =======


See Notes to Condensed Consolidated Financial Statements.

                                      -5-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


NOTE A - BASIS OF PRESENTATION

The accompanying  unaudited condensed  consolidated  financial  statements have
been prepared in accordance with accounting  principles  generally  accepted in
the  United  States  (GAAP)  for  interim  financial  information  and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly,  they
do not include all  information  and  footnotes  required by GAAP for  complete
financial statements. In the opinion of management,  all adjustments consisting
of normal recurring accruals considered  necessary for a fair presentation have
been included.  For further  information,  refer to the consolidated  financial
statements  and footnotes  included in the  Coca-Cola  Enterprises  Inc.  ("the
Company") Annual Report on Form 10-K for the year ended December 31, 2001.

As of  January 1, 2001,  the  Company  changed  its  method of  accounting  for
payments received under the Jumpstart market development programs.  The Company
previously  recognized  the  payments  as an offset to  operating  expenses  as
incurred in the period for which the payments were designated. As of January 1,
2001, the payments are recognized primarily as offsets to operating expenses as
cold drink  equipment is placed,  through 2008, and over the period the Company
has the potential  requirement to move  equipment,  through 2020. The change in
accounting  resulted in a noncash cumulative effect adjustment in first-quarter
2001 of $(302) million, net of $185 million taxes, or $(0.70) per common share.

NOTE B - RECLASSIFICATIONS

Reclassifications  have been made in the 2001 income  statements  to conform to
classifications  used in the current  year,  under  Emerging  Issues Task Force
("EITF")  No.  01-09,  "Accounting  for  Consideration  Given by a Vendor  to a
Customer or Reseller of the Vendor's  Products."  EITF 01-09  requires  certain
payments  made to customers by the Company,  previously  classified  as selling
expenses,   to  be  classified  as   deductions   from  revenue.   The  Company
reclassified,  as  deductions  in net  operating  revenues,  approximately  $26
million and $72 million of selling expenses which were previously classified as
selling,  delivery, and administrative  expenses in the statement of operations
for the quarter and nine months ended September 28, 2001, respectively.

NOTE C - SEASONALITY OF BUSINESS

Operating  results for the third  quarter and nine months ended  September  27,
2002 are not  indicative  of results  that may be expected  for the year ending
December 31, 2002 because of business seasonality. Business seasonality results
from a combination of higher unit sales of the Company's products in the second
and third  quarters  versus the first and fourth  quarters  of the year and the
methods of accounting for fixed costs such as depreciation,  amortization,  and
interest expense which are not significantly impacted by business seasonality.


                                      -6-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE D - INCOME TAXES

The  Company's  effective  tax rates for the first nine months of 2002 and 2001
were  approximately  34%  and  40%,   respectively,   excluding  a  $4  million
nonrecurring  accrual reversal in 2002 and the rate change benefit in 2001. The
Company  is  currently   implementing   a  corporate   structuring  of  certain
subsidiaries,  which, if fully implemented as expected in fourth-quarter  2002,
will reduce our full-year 2002 effective tax rate by approximately 1/2 percent.
A reconciliation  of the income tax provision at the statutory  federal rate to
the Company's actual income tax provision follows (in millions):

                                                        NINE MONTHS ENDED
                                                   -----------------------------
                                                   SEPTEMBER 27,   SEPTEMBER 28,
                                                       2002            2001
                                                   -------------   -------------

U.S. federal statutory expense (benefit) ........     $ 217           $(21)
State expense (benefit), net of federal
  effect ........................................        6             (2)
Taxation of European and Canadian operations,
  net ...........................................       (28)             3
Valuation allowance provision ...................         5             --
Nondeductible items .............................         9             (1)
Other, net ......................................        (4)            (2)
                                                      -----           ----

                                                      $ 205           $(23)
                                                      =====           ====

NOTE E - LONG-TERM DEBT

Long-term  debt  balances  summarized  below are  adjusted  for the  effects of
interest rate and currency swap agreements (in millions):

                                                     SEPTEMBER 27,  DECEMBER 31,
                                                         2002          2001
                                                     -------------  ------------

U.S. commercial paper (weighted
   average rates of 1.8% and 2.0%) ............        $ 1,281      $ 1,759
Canadian dollar commercial paper (weighted
   average rates of 2.9% and 2.5%) (C) ........            258          251
Canadian dollar notes due 2002 - 2009
   (weighted average rates of 4.9% and
   4.7%) (C) ..................................            709          686
Notes due 2002 - 2037 (weighted average
   rates of 5.4% and 6.5%) (A) (B) ............          4,050        2,885
Debentures due 2012 - 2098 (weighted
   average rate of 7.4%) ......................          3,783        3,783
Euro notes due 2002 - 2021 (weighted
   average rates of 6.5% and 6.3%) (C) ........          2,211        2,268
Various foreign currency debt .................            250          236
Additional debt ...............................            251          254
                                                       -------      -------
  Long-term debt including effect of
     net asset positions of currency swaps ....         12,793       12,122
  Net asset positions of currency
     swap agreements ..........................              4           47
                                                       -------      -------
                                                       $12,797      $12,169
                                                       =======      =======


                                      -7-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE E - LONG-TERM DEBT (CONTINUED)

(A)  In April 2002,  the Company issued $500 million in floating rate notes due
     2004 and $500  million in fixed  rate  notes due 2007 under the  Company's
     shelf registration  statement with the Securities and Exchange Commission.
     The initial  interest rate on the floating rate notes was 2.19 percent and
     the interest rate on the fixed notes is 5.25 percent.

(B)  In September 2002, the Company issued $500 million in fixed rate notes due
     2009 under the Company's shelf registration  statement with the Securities
     and Exchange Commission. The interest rate on the notes is 4.38 percent.

(C)  After the end of the quarter,  on September 30, 2002, the Company  retired
     $500 million maturing Eurobonds.  On October 15, 2002, the Company retired
     approximately   $111  million  in  maturing   Canadian  dollar  notes  and
     approximately $248 million in Canadian commercial paper.

Aggregate  maturities  of  long-term  debt  for the five  twelve-month  periods
subsequent to September 27, 2002 are as follows (in  millions):  2003 - $1,719;
2004 - $1,313; 2005 - $1,396; 2006 - $460; and 2007 - $956.

At September  27, 2002 and December 31, 2001,  the Company had $3.2 billion and
$3.3 billion,  respectively,  available under domestic and international credit
facilities.  These facilities serve as a back-up to the Company's  domestic and
international  commercial  paper programs and support working capital needs. At
September 27, 2002 and December 31, 2001,  the Company had $49 million and $-0-
million,  respectively, of short-term borrowings outstanding under these credit
facilities.

At September  27, 2002 and December  31, 2001,  approximately  $1.8 billion and
$2.3  billion,  respectively,  of  borrowings  due in the next 12  months  were
classified as maturing  after one year due to the Company's  intent and ability
through its credit  facilities  to refinance  these  borrowings  on a long-term
basis.

At  September  27,  2002  and December 31, 2001, the Company had available  for
issuance  approximately  $0.2  billion and $1.7 billion, respectively, under  a
registration statement with the Securities and Exchange Commission. In  October
2002,  the  Company filed a new registration statement with the Securities  and
Exchange  Commission which, when effective, will increase the amount  available
for issuance by $3.5 billion. At September 27, 2002 and December 31, 2001,  the
Company had available for issuance approximately $1.2 billion and $1.3 billion,
respectively,  under  a  Canadian  Medium  Term  Note Program. In addition,  at
September  27,  2002  and  December  31,  2001,  the Company had available  for
issuance  approximately  $1.7  billion and $1.0 billion, respectively, under  a
Euro  Medium  Term Note Program.

The credit  facilities and  outstanding  notes and debentures  contain  various
provisions that, among other things,  require the Company to maintain a defined
leverage  ratio and limit the  incurrence of certain liens or  encumbrances  in
excess of defined amounts.  These requirements currently are not, and it is not
anticipated they will become, restrictive to the Company's liquidity or capital
resources.


                                      -8-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE F - PREFERRED STOCK

In connection  with the 1998  acquisition of Great Plains Bottlers and Canners,
Inc.,  the Company  issued  401,528  shares of $1 par value voting  convertible
preferred stock ("Great Plains series").  The mandatory conversion date for the
Great Plains series is August 7, 2003. As of September 27, 2002,  35,000 shares
of the Great Plains series have been voluntarily  converted into 154,778 shares
of common stock.

NOTE G - STOCK-BASED COMPENSATION PLANS

The Company granted  approximately 7.9 million  service-vested stock options to
certain  executive and management  level employees during the first nine months
of 2002.  These  options vest over a period of 3 years and expire 10 years from
the date of grant.  All of the options were granted at an exercise  price equal
to the fair market value of the stock on the grant date.

The Company  granted  966,000  restricted  stock shares and 124,000  restricted
stock  units to certain  key  employees  of the  Company  during the first nine
months of 2002. These awards vest upon continued  employment for a period of at
least 4 years.

An aggregate of 3.0 million shares of common stock were issued during the first
nine months of 2002 from the exercise of stock options.

The  Company  applies  APB  Opinion  No.  25  and  related  interpretations  in
accounting for its stock-based  compensation  plans. FAS 123, if fully adopted,
would  change the  method for cost  recognition  on the  Company's  stock-based
compensation plans.

If compensation  cost for the Company's grants under  stock-based  compensation
plans had been determined under FAS 123, the Company's net income applicable to
common  shareowners,  and basic and diluted net income per share  applicable to
common  shareowners for the quarter and nine months ending  September 27, 2002,
would  approximate  the pro forma amounts below (in millions,  except per share
data):

                                        QUARTER ENDED         NINE MONTHS ENDED
                                      SEPTEMBER 27, 2002     SEPTEMBER 27, 2002
                                     ---------------------  --------------------
                                     REPORTED    PRO FORMA  REPORTED   PRO FORMA
                                     --------    ---------  --------   ---------

Net income applicable to
  common shareowners .............    $ 190        $ 180      $ 414      $ 383
                                      =====        =====      =====      =====

Basic net income applicable
  to common shareowners ..........    $0.42        $0.40      $0.92      $0.85
                                      =====        =====      =====      =====

Diluted net income applicable
  to common shareowners ..........    $0.42        $0.39      $0.91      $0.84
                                      =====        =====      =====      =====

FAS 123, if fully adopted, would change the method for cost recognition on  the
Company's  stock-based  compensation  plans.  FAS 123 does not apply to  awards
prior  to  1995,  and  additional  awards  in  future  years are possible.  The
estimated  effect  on full-year 2002 earnings from adopting FAS 123 for  grants
made  solely in the current year (assuming adoption on current grants only  and
not  previous grants still outstanding) on both basic and diluted earnings  per
share is approximately $(0.02).


                                      -9-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE H - SHARE REPURCHASES

Under the 1996 and 2000 share repurchase programs authorizing the repurchase of
up to 60 million shares,  the Company can repurchase  shares in the open market
and in privately negotiated transactions. During the first nine months of 2002,
the Company did not repurchase any shares.  A total of 26.7 million shares have
been repurchased under the programs since their inception.

Management  considers  market  conditions and  alternative  uses of cash and/or
debt,  balance sheet  ratios,  and  shareowner  returns when  evaluating  share
repurchases.  Repurchased  shares are added to treasury stock and are available
for general corporate purposes including  acquisition financing and the funding
of various  employee  benefit and  compensation  plans.  In 2002 and 2003,  the
Company plans to use free cash flow primarily for debt reduction.

NOTE I - DERIVATIVES

The Company  uses certain risk  management  instruments  to manage its interest
rate and foreign  exchange  exposures.  These  instruments are accounted for as
fair value and cash flow hedges,  as appropriate,  in accordance with Statement
of Financial  Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended.

At  September  27,  2002,  there was less than  $100,000 in  accumulated  other
comprehensive  income  related to cash flow hedges of forecasted  international
raw materials  purchases.  Further,  during the first nine months of 2002,  the
amount of  ineffectiveness  related to cash flow  hedges of  international  raw
materials purchases was a gain of approximately $1 million.

The Company enters into certain nonfunctional  currency borrowings to hedge net
investments  in  international  subsidiaries.  During the first nine  months of
2002,  the net  amount  included  in  comprehensive  income  related  to  these
borrowings was a loss, net of tax, of approximately $(69) million.


                                     -10-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE J - RELATED PARTY TRANSACTIONS

The  following  table details  amounts  included in the income  statements  for
transactions with The Coca-Cola Company ("TCCC"):

                               QUARTER ENDED              NINE MONTHS ENDED
                         --------------------------- ---------------------------
                         SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 27, SEPTEMBER 28,
                             2002          2001          2002          2001
                         ------------- ------------- ------------- -------------
Income (expense) in
  millions:
Net operating
  revenues:
   Direct marketing
     support ........      $   218     $   162     $   607       $   434
   Fountain syrup and
     packaged product
     sales ..........          100         104         285           296
   Cooperative trade
     arrangements ...          (60)        (46)       (220)         (123)
   Other transactions            1           1           3             2
                           -------     -------     -------       -------
                           $   259     $   221     $   675       $   609
                           =======     =======     =======       =======

Cost of sales:
   Purchases of syrup
     and concentrate       $(1,186)    $(1,001)    $(3,245)      $(2,820)
   Purchases of
     sweetener ......          (94)        (66)       (236)         (220)
   Purchases of
     finished
     products .......         (145)       (124)       (349)         (337)
                           -------     -------     -------       -------
                           $(1,425)    $(1,191)    $(3,830)      $(3,377)
                           =======     =======     =======       =======

Selling, delivery,
  and administrative
  expenses:
  Operating expense
    support payments       $    28     $    16     $    64       $    58
  Cooperative
    advertising
    programs .......            --         (14)         --           (40)
  Operating expense
    reimbursements:
    To TCCC ........            (4)         (3)        (13)          (10)
    From TCCC ......             9           6          26            14
  Reimbursement of
    dispensing
    equipment repair
    costs ..........            13          15          38            41
                           -------     -------     -------       -------
                           $    46     $    20     $   115       $    63
                           =======     =======     =======       =======

As of  January  1, 2002 all costs in North  America  associated  with  customer
cooperative  trade  marketing  programs  ("CTM"),  excluding  certain  specific
customers, are funded by the Company, and all costs for local media programs in
North America are funded by TCCC. The amount of marketing  support funding from
TCCC that the Company will receive for 2002 was established based on historical
funding  levels and increased for the net effect of increased 2001 CTM cost and
decreased 2001 local media cost. The shift of CTM and local media costs impacts
income statement comparisons between 2002 and 2001, but does not have an impact
on the Company's  2001 net income.  The impact of this shift on 2002 and future
operating income is dependent upon the level of CTM spending by the Company.

In early 2002,  the Company  entered into a multi-year  agreement  with TCCC to
support  profitable  growth in brands of TCCC in our territories  (Sales Growth
Initiative,  "SGI",  agreement).  Total cash support expected to be received by
the Company under the agreement in 2002 is $150  million.  Of this amount,  $30
million is being  recognized  during 2002 as sales occur.  The  remaining  $120
million  ("volume  growth  funding")  is  earned  only  by  attaining  mutually
established sales volume


                                     -11-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE J - RELATED PARTY TRANSACTIONS (CONTINUED)

growth rates. The agreement  establishes  minimum targets for 2002 of 3 percent
192 ounce  equivalent  unit case sales  volume  ("Unit  Case")  growth in North
America  and 5 percent  Unit Case  growth in  Europe.  Sales  volume  growth is
determined  through a formula with  adjustments  for brand  conversions,  brand
acquisitions,  and new brand  introductions.  Growth that exceeds the target in
North America  offsets any  shortfalls in Europe and vice versa.  For the first
nine  months  of 2002,  the  shortfall  in Europe  was more than  offset by the
Company's performance in North America. Because of the offset provisions in the
agreement,  the Company expects the total $120 million available will be earned
in full-year 2002.

The entire SGI agreement can be canceled by either party at the end of a fiscal
year with at least six months' prior written  notice.  In addition,  during the
first three quarters of any year,  either party may cancel for ensuing quarters
the sales volume  growth  targets and cash support  funding  provisions  of the
agreement  for that year by providing  ten days notice prior to the end of such
quarter.  Upon  such  quarterly  cancellation,  all  other  provisions  of  the
agreement  will  remain in full  force and  effect.  Volume  growth  funding is
advanced  to the Company  equally  over the four  quarters of the program  year
within thirty days after the beginning of each quarter.  The Company recognizes
quarterly  volume  growth  funding  as sales  volume  growth is  attained  as a
reduction of sales  discounts  and  allowances  within net  revenues.  Based on
year-to-date  performance,  the Company  recognized the entire amount specified
for the third  quarter  and first nine  months of 2002 of $30  million  and $90
million, respectively.

The agreement provides for refunds of volume growth funding advances should the
Company not attain  specified  minimum sales volume growth targets and upon the
failure of performance by either party in specified circumstances. Accordingly,
should the Company not attain specified  minimum sales volume growth targets in
the ensuing quarters of a given year,  amounts recognized to date for that year
would be subject to refund to TCCC.

The  Company  recently  reached  agreement  with  TCCC  modifying the terms  of
the  SGI  agreement  relating to 2003 and beyond. Under the amended  agreement,
funding for 2003, anticipated to be $250 million under the old agreement,  will
decrease  to  $200  million.  The new amendment, however, brings an  additional
$275  million in funding to the Company over the next nine years (2003 -  2011)
and  significantly  reduces  the  annual  reductions  in  funding  that were  a
part  of  the original agreement. In addition, the amendment provides for  each
company   to   retain  all  cost  savings  it  generates  from  future   system
efficiency  initiatives.  The  previous  agreement  called for a 50/50  sharing
between  the  Company  and  TCCC  of  combined  proceeds  above  set   targets.

Under  the  terms  of  the  SGI  agreement,  the  Company  and  TCCC  negotiate
concentrate  price  increases.  Based  on  the  progress  of the 2003  business
planning  discussions,  the  Company  expects concentrate prices to increase  1
percent in  North  America  in 2003.

The Company  also  entered into  two new  arrangements  with TCCC, the first of
which assigns  responsibility  for  hot-fill  production  in  North  America to
TCCC. Accordingly, the Company will sell its Truesdale, Missouri hot fill plant
to TCCC for its carrying value of approximately $55 million in 2003. The second
arrangement,  beginning  in  2003,  provides for the Company to receive 50%  of
TCCC's profits generated from the Danone joint venture in CCE territories. This
arrangement is not expected to have a significant impact on the Company's  2003
results.



                                     -12-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE K - GEOGRAPHIC OPERATING INFORMATION

The  Company  operates  in  one  industry:  the  marketing,  distribution,  and
production of liquid  nonalcoholic  refreshments.  On September  27, 2002,  the
Company  operated in 46 states in the United States,  the District of Columbia,
the 10 provinces of Canada  (collectively  referred to as the "North  American"
territories),  and in Belgium,  continental France, Great Britain,  Luxembourg,
Monaco,  and  the  Netherlands  (collectively  referred  to as  the  "European"
territories).

The  following  presents  net  operating  revenues  for the nine  months  ended
September 27, 2002 and September 28, 2001 and long-lived assets as of September
27, 2002 and December 31, 2001 by geographic territory (in millions):

                                  2002                           2001
                         -----------------------       -----------------------
                            NET            LONG-          NET            LONG-
                         OPERATING         LIVED       OPERATING         LIVED
                          REVENUES        ASSETS        REVENUES        ASSETS
                         ---------       -------       ---------       -------

North American ...        $ 9,686        $16,806        $ 8,917        $16,695
European .........          2,953          4,452          2,744          4,148
                          -------        -------        -------        -------
Consolidated .....        $12,639        $21,258        $11,661        $20,843
                          =======        =======        =======        =======

The  Company has no material  amounts of sales or  transfers  between its North
American and European  territories  and no  significant  United  States  export
sales.

NOTE L - RESTRUCTURING AND OTHER CHARGES

During 2001, the Company recorded  restructuring and other charges totaling $78
million. In third quarter 2002, the total estimate was reduced by $3 million as
a result of a  revised  estimate  of costs to be  incurred.  The  restructuring
charge  related to a series of steps  designed  to improve the  Company's  cost
structure  including the elimination of unnecessary support functions following
the  consolidation  of North America into one operating  unit and  streamlining
management of the North American operations  responsive to the current business
environment.

Employees  affected  by  the  restructuring  were  provided both financial  and
nonfinancial  benefits.  Restructuring  costs  include  costs  associated  with
involuntary    terminations   and   other   direct   costs   associated    with
implementation  of the restructuring. Salary and other benefits are being  paid
over  the  severance  period.  Other  direct  costs  include  relocation  costs
and   costs   of   development,   communication,   and   administration   which
are expensed as incurred.

In third quarter 2002, the Company recorded an additional  restructuring charge
of approximately  $5 million for severance  benefits related to the elimination
of the use of refillable  bottles in Great Britain.  The elimination of the use
of  refillable  bottles in Great  Britain  will  result in the  elimination  of
approximately 100 positions. The estimated severance benefits will be paid over
the benefit period.


                                     -13-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE L - RESTRUCTURING AND OTHER CHARGES (CONTINUED)

The table below  summarizes the activity in the  restructuring  accrual for the
nine months ended September 27, 2002 (in millions):

                       ACCRUED                                        ACCRUED
                       BALANCE                                        BALANCE
RESTRUCTURING        DECEMBER 31,                       ESTIMATE   SEPTEMBER 27,
  SUMMARY               2001       PROVISIONS PAYMENTS ADJUSTMENTS     2002
- --------------------------------------------------------------------------------

Employee
  terminations
  Severance pay
    and benefits ...    $40           $5       $(20)       $(3)        $22
  Other direct
    costs ..........      1           --         (1)        --          --
                        ---           --       ----        ---         ---
Total ..............    $41           $5       $(21)       $(3)        $22
                        ===           ==       ====        ===         ===

NOTE M - EARNINGS PER SHARE

The following table presents information  concerning basic and diluted earnings
per share (in  millions,  except per share data;  per share data is  calculated
prior to rounding to  millions).  Diluted  loss per share equals basic loss per
share because dilutive securities are not considered in loss calculations.

                                QUARTER ENDED            NINE MONTHS ENDED
                       ---------------------------- ----------------------------
                       SEPTEMBER 27,  SEPTEMBER 28, SEPTEMBER 27,  SEPTEMBER 28,
                           2002           2001          2002            2001
                       -------------  ------------- -------------  -------------

Net income before
   cumulative
   effect of
   accounting
   change ...........      $ 191         $  11         $ 416         $   17
Cumulative effect
   of accounting
   change ...........         --            --            --           (302)
                           -----         -----         -----         ------
Net income (loss) ...        191            11           416           (285)
Preferred stock
   dividends ........          1             1             2              3
                           -----         -----         -----         ------
Basic and diluted
   net income (loss)
   applicable to
   common shareowners      $ 190         $  10         $ 414         $ (288)
                           =====         =====         =====         ======
Basic average common
   shares outstanding        450           442           449            427

Effect of dilutive
  securities:
   Stock
     compensation
     awards .........          8             7             8              8
                           -----         -----         -----         ------
Diluted average
   common shares
   outstanding ......        458           449           457            435
                           =====         =====         =====         ======
Basic net income
   (loss) per
   share applicable
   to common
   shareowners ......      $0.42         $0.02         $0.92         $(0.67)
                           =====         =====         =====         ======
Diluted net income
   (loss) per share
   applicable to
   common shareowners      $0.42         $0.02         $0.91         $(0.67)
                           =====         =====         =====         ======


                                     -14-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE N - COMPREHENSIVE INCOME (LOSS)

The following  table (in  millions)  presents a  calculation  of  comprehensive
income  (loss),  comprised of net income  (loss) and other  adjustments.  Other
adjustments  to  comprehensive   income  (loss)  may  include  minimum  pension
liability  adjustments  as  defined by FAS 87,  currency  items such as foreign
currency translation adjustments and hedges of net investments in international
subsidiaries,  unrealized  gains and losses on certain  investments in debt and
equity  securities,  and  changes  in the  fair  value  of  certain  derivative
financial  instruments which qualify as cash flow hedges.  The Company provides
income  taxes on  currency  items,  except  for  income  taxes on the impact of
currency  translations,   as  earnings  from  international   subsidiaries  are
considered to be indefinitely reinvested.

                                QUARTER ENDED              NINE MONTHS ENDED
                         --------------------------- ---------------------------
                         SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 27, SEPTEMBER 28,
                            2002           2001          2002          2001
                         ------------- ------------- ------------- -------------

Net income (loss) ......    $191         $ 11            $416         $(285)
Currency translations ..     124           25             166            48
Hedges of net
   investments, net
   of tax ..............     (53)         (11)            (69)          (24)
Unrealized gain on
   securities, net
   of tax ..............       2           --               5             1
Unrealized (loss) gain
   on cash flow hedges,
   net of tax ..........     (22)          (9)            (27)           17
Reclassifications into
   earnings on cash flow
   hedges, net of tax ..      18            3              21            11
Cumulative effect of
   adopting SFAS 133,
   net of tax ..........      --           --              --           (26)
                            ----         ----            ----         -----
Net adjustments to
   accumulated
   comprehensive
   income (loss) .......      69            8              96            27
                            ----         ----            ----         -----
Comprehensive income
   (loss) ..............    $260         $ 19            $512         $(258)
                            ====         ====            ====         =====

NOTE O - ADOPTION OF SFAS NO. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS"

In  July  2001,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  141,  "Business   Combinations"  ("FAS  141"),  and  Statement  142,
"Goodwill and Other Intangible  Assets" ("FAS 142"), that supersede APB Opinion
No. 16, "Business  Combinations," and APB Opinion No. 17, "Intangible  Assets".
The two statements  modify the method of accounting  for business  combinations
entered  into after June 30,  2001 and address the  accounting  for  intangible
assets.

As of January 1, 2002, the Company no longer  amortizes  goodwill and franchise
license  intangible  assets with an indefinite  life, but will instead evaluate
them for impairment annually under FAS 142.


                                     -15-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE O - ADOPTION OF SFAS NO. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS"
(CONTINUED)

The  Company  completed  initial  impairment  tests  under FAS 142 in the first
quarter of 2002.  The  Company's  impairment  tests for goodwill and  franchise
license  intangible assets compared the carrying amounts of the assets to their
fair values. Fair value was determined in accordance with the provisions of FAS
142 using  present  value  techniques  similar to those used  internally by the
Company for evaluating  acquisitions;  comparisons  to estimated  market values
were also made.  These valuation  techniques,  performed in  consultation  with
independent valuation professionals, involved projections of cash flows for ten
years,  adopting a perpetuity  valuation  technique  with an assumed  long-term
growth rate of 3 percent,  and discounting the projected cash flows,  including
the perpetuity value, based on the Company's weighted average cost of capital.

A weighted  average  cost of capital of  approximately  7 percent was  utilized
based on an assumed  capitalization  structure of 55% debt and 45% equity.  The
Company's   actual   weighted   average  cost  of  capital  under  its  current
capitalization   structure  also  approximates  7  percent.  Changes  in  these
assumptions could materially impact the fair value estimates.

The Company  performed  goodwill  impairment  tests at its North  American  and
European group levels under FAS 142, which requires goodwill impairment testing
at the reporting  unit level.  In late 2001 and during first quarter 2002,  the
Emerging  Issues Task Force (EITF) of the FASB  addressed the topic of when, if
ever,  different  indefinite-lived  intangible  assets,  such as the  Company's
territory-specific  franchise  license  agreements,  should be combined  into a
single unit for purpose of performing  impairment  tests.  This topic  directly
impacted the Company's completion of impairment  analyses.  At the March 20-21,
2002  meeting,  the EITF  reached  a  consensus  on Issue  No.  02-7,  "Unit of
Accounting for Testing Impairment of  Indefinite-Lived  Intangible Assets" that
outlines  a  number  of   factors   to   evaluate   for   determining   whether
indefinite-lived  intangible assets should be combined for impairment  testing.
These  factors  include  whether  the assets  are used  together,  whether  the
marketing and branding strategy provide evidence that the intangible assets are
complementary,  and  whether the  intangible  assets as a group  represent  the
highest and best use of the assets.  The Company  concluded that the provisions
of EITF 02-7  require the  Company to also test  franchise  license  intangible
assets at the North American and European group levels.

The fair value  impairment  analyses under FAS 142 and EITF 02-7 concluded that
the fair values of goodwill and franchise license  intangible assets exceed the
carrying book values of those assets.  Impairment  testing under FAS 142 at the
country level for each country the Company has license territories in would not
change the impact of adoption.

The  transition  provisions of FAS 141 prohibit  changing  amounts  assigned to
assets and liabilities assumed in business  combinations prior to July 1, 2001,
except in certain limited  situations.  Before adoption of FAS 141, the Company
allocated  the excess of costs  over net assets  acquired  on  acquisitions  to
franchise license  intangible assets. The Company also provides deferred income
taxes on franchise  license  intangible  assets that are not deductible for tax
purposes  under FASB  Statement 109,  "Accounting  for Income  Taxes".  FAS 141
specifically  defines intangible assets and provides specific criteria to apply
in recognizing those intangible  assets.  Accordingly,  effective with the Herb
acquisition in July 2001, the Company assigns values to franchise license


                                     -16-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE O - ADOPTION OF SFAS NO. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS"
(CONTINUED)

intangibles under FAS 141 and recognizes  goodwill for the excess of costs over
net assets and franchise license intangible assets acquired.

Prior to FAS 142,  franchise license  intangible assets were amortized over the
maximum allowed period of 40 years. As this  amortization  cost was recognized,
the related  deferred tax liability was  recognized as a decrease to income tax
expense. Under FAS 142, previously recognized unamortized balances of franchise
license  intangible assets and associated  deferred income tax liabilities will
remain  unchanged except for any impairment in the value of these assets or any
ultimate  sale  of   territories.   At  December  31,  2001,  the  Company  had
approximately  $4.6 billion of deferred tax  liabilities  on franchise  license
intangible assets.  These deferred tax liabilities,  while impacted by tax rate
changes and currency translations, will only decrease for the reasons above but
will increase for the effect of any tax  deductions  realized on tax deductible
franchise license assets.

Adoption of the  non-amortization  provisions  of FAS 142 as of January 1, 2001
would  have  increased  net income by  approximately  $62  million,  net of $36
million in income  taxes,  or $0.14 per common  share,  for the  quarter  ended
September 28, 2001 and by  approximately  $186 million,  net of $107 million in
income taxes,  or $0.44 per common share,  for the nine months ended  September
28, 2001.

Changes in the carrying values of the Company's  consolidated  goodwill balance
in the first nine months of 2002 were due to  adjustments to the purchase price
allocations  of  acquisitions  completed in 2001.  The  Company's  consolidated
franchise  license  intangibles  balance  in the  first  nine  months  of  2002
increased  approximately  $225 million  primarily due to the effects of foreign
currency translations. The Company completed acquisitions during the first nine
months of 2002 at a cost totaling approximately $26 million.

On  July  10,  2001,  the  Company  completed  the  acquisition  of 100% of the
outstanding  common  and  preferred  shares of Hondo  Incorporated  and  Herbco
Enterprises,  Inc., collectively known as Herb Coca-Cola,  for consideration of
approximately $1.4 billion,  including cash of $1 billion and 25 million shares
of  common  stock  valued  at  approximately  $400  million.  The  cost of Herb
Coca-Cola was reduced in the second quarter of 2002 by approximately $7 million
due to the final  settlement  of  working  capital  balances.  This  settlement
resulted in a return to CCE of approximately  400,000 shares held in escrow and
returned to treasury stock. The Company finalized the purchase price allocation
for Herb Coca-Cola in the third quarter of 2002.


                                     -17-

                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE P - COMMITMENTS AND CONTINGENCIES

In  North   America,   the  Company   purchases  PET  (plastic)   bottles  from
manufacturing  cooperatives.  The Company has guaranteed  payment of up to $285
million  of  indebtedness  owed by these  manufacturing  cooperatives  to third
parties.  At September 27, 2002,  these  cooperatives  had  approximately  $178
million of indebtedness guaranteed by the Company.

In  addition,  the  Company  has  issued  letters of credit  principally  under
self-insurance programs aggregating approximately $267 million.

Under the Jumpstart programs with TCCC, the Company received payments from TCCC
for a  portion  of  the  cost  of  developing  the  infrastructure  (consisting
primarily of people and systems) necessary to support accelerated placements of
cold drink  equipment.  The Company  recognizes the payments  primarily as cold
drink  equipment is placed,  through 2008,  and over the period the Company has
the potential requirement to move equipment, through 2020.

Under the  programs,  the Company  agrees to: (1) purchase and place  specified
numbers of  venders/coolers or cold drink equipment each year through 2008; (2)
maintain the equipment in service, with certain exceptions,  for a period of at
least 12 years  after  placement;  (3)  maintain  and  stock the  equipment  in
accordance with specified standards for marketing TCCC products; and (4) during
the period the equipment is in service report to TCCC whether, on average,  the
equipment purchased under the programs has generated a stated minimum volume of
products of TCCC.  Should the Company not satisfy these or other  provisions of
the  program,  the  agreement  provides  for the  parties  to meet to work  out
mutually  agreeable  solutions.  If the  parties  were  unable  to  agree on an
alternative  solution,  TCCC would be able to seek a partial  refund of amounts
previously  paid.  No refunds have ever been paid under this  program,  and the
Company believes the probability of a partial refund of amounts previously paid
under the program is remote. The Company believes it would in all cases resolve
any matters that might arise with TCCC.

The Company's  and its  subsidiaries'  tax filings are  routinely  subjected to
audit by tax  authorities in most  jurisdictions  where they conduct  business.
These  audits  may  result  in  assessments   of  additional   taxes  that  are
subsequently  resolved with the authorities or potentially  through the courts.
Currently,   there  are   assessments   involving   certain  of  the  Company's
subsidiaries,  including  subsidiaries  in Canada and  France,  that may not be
resolved for many years.  The Company  believes it has substantial  defenses to
the questions  being raised and intends to pursue all legal remedies  available
if it is  unable  to reach a  resolution  with  the  authorities.  The  Company
believes it has adequately  provided for any ultimate amounts that would result
from these proceedings,  however, it is too early to predict a final outcome in
these matters.

In January 2002, Kmart Corporation filed for bankruptcy protection. The Company
is exposed to possible preference action claims for amounts paid to the Company
prior to the  filing.  It is not  possible to predict  the  ultimate  amount of
losses, if any, which might result from preference claims.



                                     -18-


                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE P - COMMITMENTS AND CONTINGENCIES (CONTINUED)

The Company is currently  under  investigation  by the European  Commission  in
various  jurisdictions for alleged abuses of an alleged dominant position under
Article  82 of the EU  Treaty.  The  Company  does  not  believe  that it has a
dominant  position  in the  relevant  markets,  or  that  its  current  or past
commercial   practices  violate  EU  law.   Nonetheless,   the  Commission  has
considerable  discretion in reaching  conclusions and levying fines,  which are
subject to judicial review. The Commission has not notified the Company when it
might reach any conclusions.

The Company's California subsidiary has been sued by several current and former
employees over alleged violations of state wage and hour rules.  The subsidiary
is still investigating the claims,  and  it  is  too early in the litigation to
predict the outcome. The subsidiary is defending the claims vigorously.

The  Company  has filed suit  against  two of its  insurers  to recover  losses
incurred in connection with the 1999 European product recall.  We are unable to
predict the final outcome of this action at this time.

In 2000 the Company and TCCC were found by a Texas jury to be jointly liable in
a combined final amount of $15.2 million to five plaintiffs,  each of whom is a
distributor  of  competing  beverage  products.  These  distributors  had  sued
alleging that the Company and TCCC engaged in unfair marketing  practices.  The
Company is appealing the decision and believes  there are  substantial  grounds
for appeal. The complaint of four remaining  plaintiffs is in discovery and has
not yet gone to  trial.  It is  impossible  to  predict  at this time the final
outcome of the Company's  appeal in this matter or the ultimate costs under all
of the complaints.

The Company is a defendant in various  other  matters of  litigation  generally
arising  out of the normal  course of  business.  Although it is  difficult  to
predict the ultimate  outcome of these  cases,  management  believes,  based on
discussions  with counsel,  that any ultimate  liability  would not  materially
affect the Company's financial position, results of operations, or liquidity.


                                     -19-

PART I.  FINANCIAL INFORMATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

                        BUSINESS SUMMARY AND OBJECTIVES

The Company is the world's  largest  marketer,  producer,  and  distributor  of
products of The Coca-Cola Company ("TCCC").  The Company also distributes other
beverage brands in select markets.  The Company  operates in parts of 46 states
in the United  States,  all 10 provinces of Canada,  and in portions of Europe,
including Belgium, continental France, Great Britain,  Luxembourg,  Monaco, and
the Netherlands.

In the third quarter of 2002, net income applicable to common  shareowners rose
to  $190  million,  or  $0.42  per  diluted  common  share,  including  a $0.01
nonrecurring tax benefit,  versus comparable  earnings per diluted common share
of $0.20 in the same quarter last year.  EBITDA for the third quarter  improved
18% to $704  million,  versus  comparable  2001  results  of $597  million.  We
achieved these results by expanding our operating margins through a combination
of volume growth,  expense  control,  and favorable  cost of goods trends.  Our
volume growth  accelerated from the second quarter,  with North American volume
up 5 1/2 percent in the  quarter.  Europe  finished  the  quarter  with a 3 1/2
percent  increase in volume,  despite  hurdling growth of more than 12% for the
same quarter a year ago.  Europe  achieved this volume  performance  while also
increasing pricing by 3 percent.

In North  America and in Europe,  new  products and brand  extensions,  such as
Vanilla Coke, our Minute Maid juice drinks, diet Coke and Coke light with lemon
have reinvigorated our brand portfolio. We still have significant opportunities
ahead,  such as the  introduction of diet Vanilla Coke that is just now getting
underway.  On the expense  side,  the  programs we began to put into place last
year to control expenses  continue to keep our costs under control.  Comparable
operating expenses on a  currency-neutral  basis are up 2 percent for the first
nine  months  versus  a  comparable  currency-neutral  increase  of over 10% in
full-year  2001.  Cost of goods  trends also  continued to be  favorable,  with
currency-neutral  bottle and can costs per case down 1/2 percent  year to date.
In addition, we continue to benefit from favorable interest rate trends.

The overall pricing  environment  this year in North America has been generally
flat to slightly down. While the environment has not enabled us to post pricing
improvement to date in 2002, we are expecting improvement in the fourth-quarter
2002.  Pricing  improvement  is  essential  for us in 2003  and we are  working
diligently to achieve it.

OUTLOOK

For  fourth-quarter 2002, we now expect earnings of $0.10 to $0.12 per  diluted
common  share, versus comparable results of $0.10 per diluted common share  for
the  fourth  quarter  of 2001. We have raised our estimates for 2002  full-year
earnings  per share to a range of $1.00 to $1.03. This includes the  adjustment
of  our effective tax rate from 35% to 34%, included in our third-quarter  2002
results. We believe that our EBITDA performance will now reach the upper end of
our previous estimates of between $2.35 billion to $2.4 billion, including  the
impact  of  currency  translations. We continue to believe that free cash  flow
will  total more than $400 million for the year, to be used almost  exclusively
for  debt  reduction.  Based  on  the  progress  of the 2003 business  planning
process, the Company expects concentrate prices to increase 1 percent in  North
America in 2003. Preliminary expectations for 2003 earnings per diluted  common
share are in line with current analyst expectations, with a consensus of  $1.16
per common share as  reported  by  First  Call.


                                     -20-

We  recently  reached  agreement  with  TCCC  modifying  the terms of the Sales
Growth  Initiative,  "SGI",  agreement  relating  to 2003 and beyond. Under the
amended  agreement,  funding  for  2003,  anticipated  to be $250 million under
the  old  agreement, will decrease to $200 million. The new amendment, however,
brings  an  additional  $275  million  in  funding to the Company over the next
nine  years  (2003  -  2011) and significantly reduces the annual reductions in
funding  that were a part of the original agreement. In addition, the amendment
provides  for  each  company  to  retain  all  cost  savings it generates  from
future  system  efficiency  initiatives.  The  previous  agreement called for a
50/50  sharing  between  the  Company  and  TCCC of combined proceeds above set
targets.

We also entered into two new arrangements with TCCC, the first of which assigns
responsibility for hot-filled production in North America to TCCC. Accordingly,
we  will sell our Truesdale, Missouri hot fill  plant  to TCCC for its carrying
value  of approximately $55 million in 2003.  The second arrangement, beginning
in 2003, provides for us to receive 50% of TCCC's profits  generated  from  the
Danone joint venture in our territories.  This arrangement  is  not expected to
have a significant impact on our 2003 results.

Our multi-year  business processes  redesign,  referred to as Project Pinnacle,
continues  with the objective of enhancing  shareowner  value by (i) developing
standard  global   processes  and  to  leverage   synergies,   (ii)  increasing
information capabilities,  and (iii) providing system flexibility.  The project
covers all functional areas of the business and is staffed with associates from
all aspects of the  business  with  representatives  from both Europe and North
America. We anticipate that completion through  implementation will encompass a
three-year  period  beginning  in 2002 and that the cost to our Company will be
approximately  $(300) million with  approximately  $(200) million of that being
capital costs. We project we will spend  approximately $(30) million in 2002 in
development  costs,  none of which represent  capital costs.  The operating and
capital  costs for this project are factored into our current  business  plans.
Our goal is to  recover  our  investment  in this  project  by  decreasing  and
sustaining  lower  administrative  costs,  reducing the  complexity of our core
transaction  systems,  improving the speed at which new or enhanced systems are
delivered, increasing our information capabilities for customers and suppliers,
and  providing  flexibility  for changes  from the  business  environment  with
minimal disruptions to our existing business.

Management's  Discussion and Analysis  should be read in  conjunction  with the
Company's  accompanying  unaudited condensed  consolidated financial statements
and the accompanying  footnotes along with the cautionary statements at the end
of this section.

                             RESULTS OF OPERATIONS

OVERVIEW

Reported operating income increased to $441 million, 25% higher than comparable
operating income of $354 million.  The increase in comparable  operating income
is due to increased margins  resulting  primarily from lower than expected cost
of goods as well as pricing  growth in Europe and  favorable  foreign  currency
translation rates.  Consolidated  EBITDA, or income before deducting  interest,
taxes,  depreciation,  amortization,  and other nonoperating expenses, was $704
million in the third quarter of 2002,  27% higher than  reported  third-quarter
2001


                                     -21-

results of $556  million  and 18% higher  than  comparable  third-quarter  2001
results of $597 million.

Comparable  consolidated  bottle and can net  pricing  per case  increased  1/2
percent in third-quarter  2002 and in the first nine months of 2002 compared to
third-quarter  2001 and the first nine months of 2001,  excluding the impact of
currency  exchange rate  fluctuations.  These  consolidated  results  include a
decrease  in unit  pricing  per case in North  America  of 1/2  percent  and an
increase in European  pricing of 3 percent for the same periods.  Net price per
case is the invoice price charged to retailers less any promotional  allowances
and excludes  marketing  credits  received from  franchisers.  Our year-to-date
pricing  comparisons  also exclude the impact of the $22 million  settlement of
promotional  programs and accruals that occurred in  second-quarter  2002.  Our
comparable  consolidated  bottle  and can cost of sales  per case  decreased  1
percent and 1/2 percent on a currency-neutral  basis for third-quarter 2002 and
the first nine months of 2002, respectively.

Our net income applicable to common shareowners was $190 million,  or $0.42 per
diluted  common share for the third  quarter of 2002,  compared to reported net
income applicable to common  shareowners of $0.02 per diluted common share, and
comparable  net income  applicable to common  shareowners  of $0.20 per diluted
common share, for the third quarter of 2001, adjusted as discussed below.

EBITDA  is  used  as  an  indicator  of  operating  performance  and  not  as a
replacement  of  measures  such as cash flows  from  operating  activities  and
operating income under generally accepted  accounting  principles in the United
States. All per case amounts are calculated based on physical cases.

All comparable  2001 results  exclude the cumulative  effect of $302 million in
first-quarter  2001 for the change in our method of  accounting  for  Jumpstart
payments,  exclude  franchise  amortization of $98 million and $293 million for
third-quarter 2001 and the first nine months of 2001, respectively,  as if FASB
Statement No. 142, "Goodwill and Other Intangible Assets",  was in effect as of
January  1,  2001,  exclude  $41  million in  restructuring  and other  charges
incurred in third-quarter 2001, exclude nonrecurring reductions in income taxes
of $6 million and $52 million in  third-quarter  2001 and the first nine months
of 2001, respectively,  and include the Herb acquisition as of January 1, 2001.
Comparable  volume  growth also  includes a one-day  reduction to the number of
selling  days in the first nine  months of 2001 to equate to the same number of
days for the first nine months of 2002.

Our operating results in the third quarter of each year reflect the seasonality
of our business.  Our unit sales  traditionally are higher in the hotter months
during  the  second  and  third   quarters,   while  costs  such  as  interest,
depreciation,  and amortization  are not as significantly  impacted by business
seasonality.

NET OPERATING REVENUES AND COST OF SALES

The Company's  reported  third-quarter  2002 net operating revenues increased 7
percent to nearly $4.55  billion,  primarily  reflecting the impact of improved
volume  (approximately  5 percent) and  favorable  currency  translation  rates
(approximately  2 percent).  Comparable net operating  revenues,  including the
impact  of  acquisitions  and  adjusted  for the  impact  of  foreign  currency
translations,  increased  5 percent in the third  quarter of 2002.  The revenue
split  between our North  American  and  European  operations  was 76% and 24%,
respectively.

Comparable  bottle  and can net price per case  increased  2 1/2  percent  (1/2
percent on a currency  neutral  basis) in  third-quarter  2002 and  increased 1
percent (1/2 percent on a currency-neutral


                                     -22-

basis) in the first nine months of 2002  compared to the same  periods in 2001.
The  consolidated  currency-neutral  results  include a decrease  in pricing in
North  America of 1/2 percent and an increase in European  pricing of 3 percent
in third-quarter 2002 and in the first nine months of 2002.

Our comparable  consolidated  bottle and can cost of sales per case increased 1
1/2 percent (decreased 1 percent on a currency-neutral  basis) in third-quarter
2002 and  increased  nearly 1/2  percent  (decreased  nearly  1/2  percent on a
currency-neutral  basis) in the first  nine  months  of 2002.  Lower  packaging
material  costs  offset  our  increase  in  ingredient  costs for the  quarter.
Ingredient   costs  are  impacted  by  the  increase  in  carbonated   beverage
concentrate  costs for full-year 2002 of  approximately  1 1/2 percent in North
America and 2 1/2 percent in Europe.

VOLUME

Volume results,  adjusted for acquisitions  completed in 2001, and for one less
selling day in first-quarter 2002 (which increased the nine-month changes shown
below by approximately 1/2 percent), are shown in the table below:

- -------------------------------------------------------------------------------
                                                 3RD QUARTER    NINE MONTHS
                                                     2002          2002
                                                 ------------------------------
                                                    COMPARABLE CHANGE
- -------------------------------------------------------------------------------
Physical Case Bottle and Can Volume:
  Consolidated..........................         5    %            4 %
  North American Territories............         5 1/2%            4 %
  European Territories..................         3 1/2%            4 %
- -------------------------------------------------------------------------------

New brands and brand extensions are driving volume growth in both North America
and  Europe.  For  third-quarter  2002,  non-carbonated  brand  volume in North
America  increased nearly 21%, due primarily to Dasani,  up 37%,  POWERade,  up
17%,  and the  success of Minute  Maid  Lemonade.  In  addition,  Vanilla  Coke
contributed  to volume  growth in the quarter,  particularly  in higher  margin
20-ounce packages.  Our 20-ounce volume overall grew more than 9 percent in the
quarter.  Our  sugared  trademark  brands -  Coca-Cola  classic,  Cherry  Coke,
caffeine free classic, and Vanilla Coke - enjoyed growth of more than 8 percent
in the quarter,  and diet Coke brands grew 4 1/2 percent.  With the addition of
diet Vanilla Coke to our portfolio in fourth-quarter  2002, we expect continued
growth in the diet category.

In Europe,  overall volume grew 3 1/2 percent on a comparable basis. Fanta grew
more than 43% in Great Britain, based largely on the strong popularity of a new
brand  extension,  Fanta Fruit Twist, and grew nearly 16% in Europe as a whole.
In addition to Fruit Twist, we also added new flavors on the continent, such as
Latina in France and Sapaya in Belgium,  and introduced new, proprietary  500ml
packaging.  Our  500ml  European  PET  volume  grew  more than 11% in the third
quarter of 2002 compared to the third quarter of 2001. Diet Coke with lemon and
Coke light with lemon  provided  incremental  growth in each  territory and has
proved extremely popular with European  consumers.  Diet  Coke/Coca-Cola  light
volume grew more than 18% overall in Europe.

PER SHARE DATA

For   third-quarter   2002,  our  reported  net  income  applicable  to  common
shareowners was $190 million, or $0.42 per diluted common share, (including the
nonrecurring  reduction  in income tax  accruals  of $4  million,  or $0.01 per
diluted common share) versus reported  third-quarter 2001 net income applicable
to common shareowners of $10 million, or $0.02 per diluted common share


                                     -23-

and comparable  third-quarter  2001 net income applicable to common shareowners
of $91 million,  or $0.20 per diluted  common  share.  The  comparable  results
primarily  reflect the impact of improved volume, a favorable cost environment,
and lower interest costs.

SELLING, DELIVERY, AND ADMINISTRATIVE EXPENSES

In third-quarter  2002,  consolidated  selling,  delivery,  and  administrative
expenses as a  percentage  of net  operating  revenues  decreased to 28.5% from
reported  third-quarter 2001 results of 32.4% and comparable third quarter 2001
results of 28.9%.  This decrease from comparable  results is largely due to the
benefits of our restructuring  announced in 2001. For  third-quarter  2002, our
restructuring   accrual   decreased  by  approximately   $2  million,   due  to
expenditures for benefits totaling $4 million,  an estimate adjustment totaling
$3  million,  and an increase  of $5 million  due to a  restructuring  in Great
Britain,  to approximately $22 million at September 27, 2002. The restructuring
in Great Britain is to record severance  benefits related to the elimination of
the use of refillable bottles. The elimination of the use of refillable bottles
in Great Britain will result in the elimination of approximately 100 positions.
In  addition,  the Company  recognized  approximately  $28 million of Jumpstart
funding as a reduction of selling,  delivery,  and administrative  expenses, as
compared  to $16  million in the third  quarter of 2001.  This  increase  was a
result of more vending  equipment  placements in the third quarter of 2002 than
the third quarter of 2001. We expect full-year Jumpstart funding recognized for
2002 to approximate $70 million to $75 million.

As discussed  further under Accounting  Developments,  the Company  implemented
Financial  Accounting  Standards  Board  Statement  142,  "Goodwill  and  Other
Intangible  Assets" ("FAS 142"). Under FAS 142, the Company no longer amortizes
goodwill   and   franchise   license   intangible   assets.   Adoption  of  the
non-amortization provisions of FAS 142 as of January 1, 2001 would have reduced
amortization  expense by  approximately  $98 million  and $293  million for the
quarterly and nine month periods ending  September 28, 2001,  respectively.  We
completed  our  initial  impairment  tests  under FAS 142 which  supported  the
carrying values of these assets and, accordingly, no impairment charge resulted
from FAS 142 adoption.

EITF No. 01-09,  "Accounting for Consideration  Given by a Vendor to a Customer
or Reseller of the Vendor's  Products," is effective for the Company  beginning
January 1, 2002, and requires certain selling expenses  incurred by the Company
to be classified as deductions from revenue.  Comparable amounts in prior years
are required to be reclassified  in accordance  with this EITF  consensus.  The
Company  reclassified  approximately  $26  million  and $72  million of selling
expenses  as  deductions  in  net  operating  revenues  which  were  previously
classified  as  selling,  delivery,  and  administrative  expenses in the third
quarter and first nine months of 2001, respectively.

In January 2002, Kmart Corporation filed for bankruptcy protection. The Company
had  approximately  $20 million in trade  receivables from Kmart at the date of
their bankruptcy  filing.  We are uncertain how much of these trade receivables
we will ultimately  recover.  In first-quarter 2002, the Company recognized the
potential losses on these accounts  receivable by charging the amounts,  net of
estimated recoverable portions, against the reserve for doubtful accounts. This
write-off had no impact on our results of operations for first-quarter  2002 as
the Company was adequately reserved for these losses.

TRANSACTIONS WITH THE COCA-COLA COMPANY

Total costs for purchases of  concentrate,  finished  product,  sweetener,  and
syrup from TCCC  included  in cost of sales were  $1,425  million for the third
quarter of 2002 as compared to $1,191


                                     -24-

million in the third  quarter of 2001. In the third quarter of 2002 the Company
recognized $218 million of direct marketing support in net revenues as compared
to $162 million in the third  quarter of 2001.  This increase from 2001 to 2002
was a result of higher  volume and was impacted by customer  cooperative  trade
marketing  programs  ("CTM")  and media cost  shifts and the $30 million in SGI
funding  recognized and discussed  further below. In the third quarter of 2002,
the Company  recognized  approximately  $28 million of  Jumpstart  funding as a
reduction of selling, delivery, and administrative expenses, as compared to $16
million  in the  third  quarter  of 2001.  The  Company  expects  to  recognize
approximately  $70 million to $75 million in  Jumpstart  funding for  full-year
2002.

Beginning in 2002, all costs in North America  associated  with CTM,  excluding
certain  specific  customers,  shifted  to us and all  costs  for  local  media
programs in North  America  shifted to TCCC.  The amount of  marketing  support
funding  from  TCCC  that we will  receive  for 2002 was  established  based on
historical  funding  levels and increased for the net effect of increased  2001
CTM cost and decreased 2001 local media cost. Amounts paid under customer trade
marketing  programs  to TCCC  are  included  as a  reduction  in net  operating
revenues and totaled $60 million for the third  quarter of 2002, as compared to
$46  million  for the third  quarter of 2001.  The shift of CTM and local media
costs impacts income statement  comparisons between 2002 and 2001, but does not
have an impact on the  Company's  2001 net income.  The impact of this shift on
2002 and future operating income is dependent upon the level of CTM spending by
the Company.

Sales to TCCC of bottle and can  products and  fountain  syrup  included in net
revenues totaled $100 million in the third quarter of 2002, as compared to $104
million in the third quarter of 2001.

We have a  multi-year  agreement  with TCCC,  referred  to as the Sales  Growth
Initiative,  "SGI" agreement, to support profitable growth in brands of TCCC in
our  territories.  Total cash  support  expected  to be received by the Company
under the  agreement in 2002 is $150  million.  Of this amount,  $30 million is
being recognized during 2002 as sales are recorded.  The remaining $120 million
("volume growth funding") will be earned only by attaining mutually established
sales volume growth rates.  The SGI agreement  establishes  minimum targets for
2002 of 3 percent 192 ounce  equivalent  unit case sales volume  ("Unit  Case")
growth in North America and 5 percent Unit Case growth in Europe.  Sales volume
growth is determined  through a formula with adjustments for brand conversions,
brand acquisitions, and new brand introductions. Growth that exceeds the target
in North America offsets any shortfalls in Europe and vice versa. For the first
nine  months  of 2002,  the  shortfall  in  Europe  was  more  than  offset  by
performance  in  North  America.  Because  of  the  offset  provisions  in  the
agreement,  we  expect  the  total  $120  million  available  will be earned in
full-year 2002.  As previously  discussed, the Company  and  TCCC  have reached
agreement modifying the terms of the SGI agreement  as  they relate  to periods
after 2002.

The entire SGI agreement can be canceled by either party at the end of a fiscal
year with at least six months' prior written  notice.  In addition,  during the
first three quarters of any year,  either party may cancel for ensuing quarters
the sales volume  growth  targets and cash support  funding  provisions  of the
agreement  for that year by providing  ten days notice prior to the end of such
quarter.  Upon  such  quarterly  cancellation,  all  other  provisions  of  the
agreement will remain in full force and effect.

Volume growth funding is advanced to the Company equally over the four quarters
of the program year within thirty days after the beginning of each quarter. The
Company recognizes quarterly volume growth funding as volume growth is attained
as a reduction of sales discounts and allowances within net revenues.  Based on
year-to-date performance, the Company recognized the


                                     -25-

entire amount specified for third quarter 2002 and first nine months of 2002 of
$30 million and $90 million, respectively.

The agreement provides for refunds of volume growth funding advances should the
Company not attain  specified  minimum sales volume growth targets and upon the
failure of performance by either party in specified circumstances. Accordingly,
should the Company not attain specified  minimum sales volume growth targets in
the ensuing quarters of a given year,  amounts recognized to date for that year
would be subject to refund to TCCC.

INTEREST EXPENSE

Third-quarter 2002 net interest expense decreased from reported 2001 levels due
to a decline in our weighted  average cost of debt and a decline in our average
debt balance.  Year-to-date  2002 interest expense decreased from reported 2001
levels due to a decline in our weighted  average cost of debt partially  offset
by a higher average debt balance.  The weighted  average  interest rate for the
third-quarter  and first nine  months of 2002 was 5.5  percent  compared to 6.1
percent and 6.5 percent for third-quarter and full-year 2001, respectively.

INCOME TAXES

The  Company's  effective  tax rates for the first nine months of 2002 and 2001
were  approximately  34%  and  40%,   respectively,   excluding  a  $4  million
nonrecurring  accrual  adjustment in 2002 and the rate change  benefit in 2001.
The Company's third-quarter 2002 effective tax rate reflects expected full-year
2002  pretax  earnings  combined  with the  beneficial  tax  impact of  certain
international operations. We are currently implementing a corporate structuring
of  certain   subsidiaries,   which,  if  fully   implemented  as  expected  in
fourth-quarter  2002,  will reduce our  full-year  2002  effective  tax rate by
approximately 1/2 percent.  Our effective tax rate for the remainder of 2002 is
also  dependent  upon  operating  results and may change if the results for the
year are different from current expectations.

                         CASH FLOW AND LIQUIDITY REVIEW

CAPITAL RESOURCES

Our  sources  of  capital  include,  but are not  limited  to,  cash flows from
operations,  the issuance of public or private placement debt, bank borrowings,
and the issuance of equity securities. We believe that available short-term and
long-term capital resources are sufficient to fund our capital  expenditure and
working capital requirements,  scheduled debt payments, interest and income tax
obligations, dividends to our shareowners, acquisitions, and share repurchases.

At September 27, 2002, we had  approximately  $3.1 billion in available capital
under our public debt facilities  which could be used for long-term  financing,
refinancing of debt  maturities,  and refinancing of commercial  paper. Of this
amount,  we had (i) $0.2 billion in registered  debt  securities  available for
issuance  under a  registration  statement  with the  Securities  and  Exchange
Commission,  (ii) $1.2 billion in debt  securities  available  under a Canadian
Medium Term Note Program,  and (iii) $1.7 billion in debt securities  available
under a Euro  Medium  Term Note  Program  for  long-term  financing  needs.  To
increase  the  amounts  available  for  issuance,  we filed a new  registration
statement with the Securities  and Exchange  Commission in October 2002,  which
when  effective,  will  increase  the  amounts of  registered  debt  securities
available for issuance by $3.5 billion.

In addition,  we satisfy  seasonal  working  capital needs and other  financing
requirements with short-term  borrowings,  under our commercial paper programs,
bank borrowings, and other credit


                                     -26-

facilities. At September 27, 2002 we had approximately $1.6 billion outstanding
in commercial  paper. At September 27, 2002 we had  approximately  $3.2 billion
available as a back-up to commercial paper and undrawn working capital lines of
credit. We intend to continue refinancing borrowings under our commercial paper
programs  and our  short-term  credit  facilities  with  longer-term  fixed and
floating rate financings.  At the end of third-quarter 2002, the Company's debt
portfolio was 68% fixed rate debt and 32% floating rate debt.

SUMMARY OF CASH ACTIVITIES

Cash and cash  investments  increased $645 million during the first nine months
of 2002  from net cash  transactions.  Our  primary  uses of cash were for debt
payments  totaling  $1,427  million  and  capital  expenditures  totaling  $661
million.  Subsequent  to the  end  of  third-quarter  2002,  the  Company  made
additional payments on maturing debt totaling  approximately $859 million.  Our
primary  sources  of  cash  for  third-quarter  2002  were  proceeds  from  our
operations  totaling  $1,104  million and  proceeds  from the  issuance of debt
aggregating $1,704 million.

Operating  Activities:  Operating  activities resulted in $1,104 million of net
cash provided  during  third-quarter  2002 compared to $557 million of net cash
provided during the third quarter of 2001.

Investing Activities:  Net cash used in investing activities resulted primarily
from our  continued  capital  investments.  We expect  full-year  2002  capital
expenditures to be between $1.0 billion and $1.1 billion.

Financing  Activities:  The  Company  continues  to  refinance  portions of its
short-term  borrowings as they mature with  short-term and long-term  fixed and
floating rate debt.

                              FINANCIAL CONDITION

The  increase in net  property,  plant,  and  equipment  resulted  from capital
expenditures  and  translation  adjustments net of  depreciation  expense.  The
increase  in  franchise  license  intangible  assets  resulted  primarily  from
translation adjustments. The increase in long-term debt primarily resulted from
proceeds  received and translation  adjustments in excess of debt payments.  As
previously  discussed,  the Company made  additional  payments on maturing debt
totaling  approximately $859 million subsequent to the end of the third quarter
of 2002.  The decrease in the reserve for doubtful  accounts  resulted from the
Company's recognition of potential losses on Kmart accounts receivable,  net of
estimated recoverable portions,  against the reserve for doubtful accounts. The
increase in treasury stock was a result of the return of approximately  400,000
shares to  treasury  after the final  settlement  of working  capital  balances
associated with the Herb acquisition.

In the first nine months of 2002,  changes in  currencies,  including  currency
translations and hedges of net investments, resulted in a gain in comprehensive
income of $97 million. As currency exchange rates fluctuate, translation of the
statements of operations for our  international  businesses  into U.S.  dollars
affects the comparability of revenues and expenses between periods.

                         KNOWN TRENDS AND UNCERTAINTIES

CONTINGENCIES

Under the Jumpstart programs with TCCC, the Company received payments from TCCC
for a  portion  of  the  cost  of  developing  the  infrastructure  (consisting
primarily of people and systems) necessary to support accelerated placements of
cold drink equipment. The Company recognizes


                                     -27-

the payments  primarily as cold drink  equipment is placed,  through 2008,  and
over the period the Company has the potential  requirement  to move  equipment,
through 2020.

Under the  programs,  the Company  agrees to: (1) purchase and place  specified
numbers of  venders/coolers or cold drink equipment each year through 2008; (2)
maintain the equipment in service, with certain exceptions,  for a period of at
least 12 years  after  placement;  (3)  maintain  and  stock the  equipment  in
accordance with specified standards for marketing TCCC products; and (4) during
the period the equipment is in service report to TCCC whether, on average,  the
equipment purchased under the programs has generated a stated minimum volume of
products of TCCC.  Should the Company not satisfy these or other  provisions of
the  program,  the  agreement  provides  for the  parties  to meet to work  out
mutually  agreeable  solutions.  If the  parties  were  unable  to  agree on an
alternative  solution,  TCCC would be able to seek a partial  refund of amounts
previously  paid.  No refunds have ever been paid under this  program,  and the
Company believes the probability of a partial refund of amounts previously paid
under the program is remote. The Company believes it would in all cases resolve
any matters that might arise with TCCC.

The Company's  and its  subsidiaries'  tax filings are  routinely  subjected to
audit by tax  authorities in most  jurisdictions  where they conduct  business.
These  audits  may  result  in  assessments   of  additional   taxes  that  are
subsequently  resolved with the authorities or potentially  through the courts.
Currently,   there  are   assessments   involving   certain  of  the  Company's
subsidiaries,  including  subsidiaries  in Canada and  France,  that may not be
resolved for many years.  The Company  believes it has substantial  defenses to
the questions  being raised and intends to pursue all legal remedies  available
if it is  unable  to reach a  resolution  with  the  authorities.  The  Company
believes it has adequately  provided for any ultimate amounts that would result
from these proceedings,  however, it is too early to predict a final outcome in
these matters.

In January 2002, Kmart Corporation filed for bankruptcy protection. The Company
is exposed to possible preference action claims for amounts paid to the Company
prior to the  filing.  It is not  possible to predict  the  ultimate  amount of
losses, if any, which might result from preference claims.

The Company is currently  under  investigation  by the European  Commission  in
various  jurisdictions for alleged abuses of an alleged dominant position under
Article  82 of the EU  Treaty.  The  Company  does  not  believe  that it has a
dominant  position  in the  relevant  markets,  or  that  its  current  or past
commercial   practices  violate  EU  law.   Nonetheless,   the  Commission  has
considerable  discretion in reaching  conclusions and levying fines,  which are
subject to judicial review. The Commission has not notified the Company when it
might reach any conclusions.

The  Company's  California  subsidiary  has  been  sued  by several current and
former  employees  over  alleged  violations  of  state  wage  and  hour rules.
The subsidiary is still investigating the claims, and  it  is  too early in the
litigation  to predict  the outcome.  The subsidiary  is defending  the  claims
vigorously.

The  Company  has filed suit  against  two of its  insurers  to recover  losses
incurred in connection with the 1999 European product recall.  We are unable to
predict the final  outcome of this action at this time.

In 2000 the Company and TCCC were found by a Texas jury to be jointly liable in
a combined final amount of $15.2 million to five plaintiffs, each of whom is  a
distributor  of  competing  beverage  products.  These  distributors  had  sued
alleging  that  the  Company  and  TCCC engaged in unfair marketing  practices.
The  Company  is  appealing  the  decision  and believes there are  substantial
grounds for appeal. The complaint of four remaining plaintiffs is in  discovery
and  has  not  yet gone to trial. It is impossible to predict at this time  the
final  outcome  of  the  Company's appeal in this matter or the ultimate  costs
under all of the complaints.

At  October 14, 2002, there were two federal and one state superfund sites  for
which the Company's involvement or liability as a potentially responsible party
("PRP") was unresolved.


                                     -28-

We believe any ultimate  liability under these PRP designations will not have a
material  adverse effect on our financial  position,  cash flows, or results of
operations.  In addition,  there were 34 federal and nine state sites for which
it has been  concluded the Company either had no  responsibility,  the ultimate
liability amounts would be less than $100,000,  or payments made to date by the
Company would be sufficient to satisfy the Company's liability.

The Company is a defendant in various  other  matters of  litigation  generally
arising  out of the normal  course of  business.  Although it is  difficult  to
predict the ultimate  outcome of these  cases,  management  believes,  based on
discussions  with counsel,  that any ultimate  liability  would not  materially
affect the Company's financial position, results of operations, or liquidity.

ACCOUNTING DEVELOPMENTS

ADOPTION OF SFAS NO. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS"

In  July  2001,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  141,  "Business   Combinations"  ("FAS  141"),  and  Statement  142,
"Goodwill and Other Intangible  Assets" ("FAS 142"), that supersede APB Opinion
No. 16, "Business  Combinations," and APB Opinion No. 17, "Intangible  Assets".
The two statements  modify the method of accounting  for business  combinations
entered  into after June 30,  2001 and address the  accounting  for  intangible
assets.

As of January 1, 2002, the Company no longer  amortizes  goodwill and franchise
license  intangible  assets with an indefinite  life, but will instead evaluate
them for impairment annually under FAS 142.

The  Company  completed  initial  impairment  tests  under FAS 142 in the first
quarter of 2002.  The  Company's  impairment  tests for goodwill and  franchise
license  intangible assets compared the carrying amounts of the assets to their
fair values. Fair value was determined in accordance with the provisions of FAS
142 using  present  value  techniques  similar to those used  internally by the
Company for evaluating  acquisitions;  comparisons  to estimated  market values
were also made.  These valuation  techniques,  performed in  consultation  with
independent valuation professionals, involved projections of cash flows for ten
years,  adopting a perpetuity  valuation  technique  with an assumed  long-term
growth rate of 3 percent,  and discounting the projected cash flows,  including
the perpetuity value, based on the Company's weighted average cost of capital.

A  weighted  average  cost of  capital of  approximately 7 percent was utilized
based on  an  assumed  capitalization structure of 55% debt and 45% equity. The
Company's   actual   weighted   average  cost  of  capital  under  its  current
capitalization  structure  also  approximates  7  percent.   Changes  in  these
assumptions could materially impact the fair value estimates.

The Company  performed  goodwill  impairment  tests at its North  American  and
European group levels under FAS 142, which requires goodwill impairment testing
at the reporting  unit level.  In late 2001 and during first quarter 2002,  the
Emerging  Issues Task Force (EITF) of the FASB  addressed the topic of when, if
ever,  different  indefinite-lived  intangible  assets,  such as the  Company's
territory-specific  franchise  license  agreements,  should be combined  into a
single unit for purpose of performing  impairment  tests.  This topic  directly
impacted the Company's completion of impairment  analyses.  At the March 20-21,
2002  meeting,  the EITF  reached  a  consensus  on Issue  No.  02-7,  "Unit of
Accounting for Testing Impairment of  Indefinite-Lived  Intangible Assets" that
outlines  a  number  of   factors   to   evaluate   for   determining   whether
indefinite-lived  intangible assets should be combined for impairment  testing.
These  factors  include  whether  the assets  are used  together,  whether  the
marketing and branding strategy provide evidence that the intangible assets are
complementary, and whether the intangible assets


                                     -29-


as a group  represent  the  highest  and best use of the  assets.  The  Company
concluded  that the  provisions  of EITF 02-7  require the Company to also test
franchise  license  intangible  assets at the North American and European group
levels.

The fair value  impairment  analyses under FAS 142 and EITF 02-7 concluded that
the fair values of goodwill and franchise license  intangible assets exceed the
carrying book values of those assets.  Impairment  testing under FAS 142 at the
country level for each country the Company has license territories in would not
change the impact of adoption.

The  transition  provisions of FAS 141 prohibit  changing  amounts  assigned to
assets and liabilities assumed in business  combinations prior to July 1, 2001,
except in certain limited  situations.  Before adoption of FAS 141, the Company
allocated  the excess of costs  over net assets  acquired  on  acquisitions  to
franchise license  intangible assets. The Company also provides deferred income
taxes on franchise  license  intangible  assets that are not deductible for tax
purposes  under FASB  Statement 109,  "Accounting  for Income  Taxes".  FAS 141
specifically  defines intangible assets and provides specific criteria to apply
in recognizing those intangible  assets.  Accordingly,  effective with the Herb
acquisition  in July 2001,  the Company  assigns  values to  franchise  license
intangibles under FAS 141 and recognizes  goodwill for the excess of costs over
net assets and  franchise  license  intangible  assets  acquired.  This  excess
principally  represents the synergistic values expected to be realized from the
acquisition.

Prior to FAS 142,  franchise license  intangible assets were amortized over the
maximum allowed period of 40 years. As this  amortization  cost was recognized,
the related  deferred tax liability was  recognized as a decrease to income tax
expense. Under FAS 142, previously recognized unamortized balances of franchise
license  intangible assets and associated  deferred income tax liabilities will
remain  unchanged except for any impairment in the value of these assets or any
ultimate  sale  of   territories.   At  December  31,  2001,  the  Company  had
approximately  $4.6 billion of deferred tax  liabilities  on franchise  license
intangible assets.  These deferred tax liabilities,  while impacted by tax rate
changes and currency translations, will only decrease for the reasons above but
will increase for the effect of any tax  deductions  realized on tax deductible
franchise license assets.

Adoption of the  non-amortization  provisions  of FAS 142 as of January 1, 2001
would  have  increased  net income by  approximately  $62  million,  net of $36
million in income  taxes,  or $0.14 per common  share,  for the  quarter  ended
September 28, 2001 and by  approximately  $186 million,  net of $107 million in
income taxes,  or $0.44 per common share,  for the nine months ended  September
28, 2001.

                             CAUTIONARY STATEMENTS

Certain  expectations  and  projections  regarding  future  performance  of the
Company  referenced  in  this  report  are  forward-looking  statements.  These
expectations  and  projections  are based on currently  available  competitive,
financial,  and economic data, along with the Company's operating plans and are
subject to future events and uncertainties.  Among the events and uncertainties
which could  adversely  affect future periods are an inability to achieve price
increases,  marketing  and  promotional  programs  that  result  in lower  than
expected  volume,  efforts to manage price that  adversely  affect  volume,  an
inability  to meet  performance  requirements  for  expected  levels of various
support  payments from TCCC, the  cancellation or amendment of existing funding
programs  with TCCC,  material  changes from  expectations  in the costs of raw
materials  and  ingredients,  an inability  to achieve the expected  timing for
returns on cold drink equipment expenditures,  an inability to place cold drink
equipment  at  required  levels  under our  Jumpstart  programs  with TCCC,  an
inability to meet volume growth  requirements  on an annual basis under the SGI
program with TCCC, an unfavorable outcome from the European Union


                                     -30-

investigation,  material  changes  in  assumptions  and the  Company's  cost of
capital used in completing  impairment  analyses under FAS 142, an inability to
meet  projections  for  performance  in newly acquired  territories,  potential
assessment  of  additional   taxes  resulting  from  audits  conducted  by  tax
authorities,  and  unfavorable  interest  rate and  currency  fluctuations.  We
caution  readers  that in  addition  to the above  cautionary  statements,  all
forward-looking  statements contained herein should be read in conjunction with
the detailed  cautionary  statements  found on page 48 of the Company's  Annual
Report for the fiscal year ended December 31, 2001.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We  have  no  material  changes  to the  disclosure  on  this  matter  made  in
"Management's Financial Review - Interest Rate and Currency Risk Management" on
Page 25 of our Annual  Report to  Shareowners  for the year ended  December 31,
2001.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed of the effectiveness of the design and operation of
the Company's  disclosure  controls and  procedures,  as of September 27, 2002.
This evaluation was conducted under the supervision and with the  participation
of the  Company's  management,  including its Chief  Executive  Officer and its
Chief  Financial  Officer.  Based  on  that  evaluation,  the  Company's  Chief
Executive  Officer and its Chief Financial Officer concluded that the Company's
disclosure  controls and  procedures  were  effective as of September 27, 2002.
There have been no significant changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls subsequent to
September 27, 2002.


                                     -31-

Part II. Other Information

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits (numbered in accordance with Item 601 of Regulation S-K):

Exhibit                                                Incorporated by Reference
Number                    Description                  or Filed Herewith
- -------  ------------------------------------------    -------------------------

3        Bylaws of Coca-Cola Enterprises, as of
         October 15, 2002                              Filed Herewith
10.1     Sweetener Sales Agreement - Bottler, dated
         October 15, 2002                              Filed Herewith
10.2     Amendment to Employment Agreement between
         Coca-Cola Enterprises and
         Summerfield K. Johnston, Jr., dated April
         26, 2002                                      Filed Herewith
10.3     Consulting Agreement between Coca-Cola
         Enterprises and Jean-Claude Killy,
         dated October 31, 2002                        Filed Herewith
10.4     Separation Summary for Michael
         P. Coghlan                                    Filed Herewith
12       Statements regarding computations of ratios   Filed Herewith

(b)  Reports on Form 8-K:

During  third-quarter  2002, the Company filed the following current reports on
Form 8-K:

Date of Report                               Description
- -----------------   -----------------------------------------------------------

July 17, 2002       Press release reporting second quarter financial results.

August 14, 2002     Statements  under oath of principal  executive  officer and
                    principal    financial    officer   regarding   facts   and
                    circumstances relating to Exchange Act Filings.

September 5, 2002   Press release dated September 5, 2002 announcing webcast on
                    September 5, 2002.

September 9, 2002   Terms  agreements dated as of September 4, 2002 relating to
                    the offering and sale of $500,000,000  aggregate  principal
                    amount of the Company's  4.375% Notes due 2009; Form of the
                    4.375% Notes due 2009.


                                     -32-

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  the
Registrant  has duly  caused  this  report to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                    COCA-COLA ENTERPRISES INC.
                                    (Registrant)


Date: November 8, 2002              /s/ Patrick J. Mannelly
                                    -------------------------------------------
                                    Patrick J. Mannelly
                                    Senior Vice President and
                                      Chief Financial Officer


Date: November 8, 2002              /s/ Michael P. Coghlan
                                    -------------------------------------------
                                    Michael P. Coghlan
                                    Vice President, Controller and
                                      Principal Accounting Officer


CERTIFICATIONS

I, Lowry F. Kline,  Chief  Executive  Officer of  Coca-Cola  Enterprises  Inc.,
certify that:

1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  Coca-Cola
     Enterprises Inc.

2.   Based on my knowledge,  this quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the  circumstances  under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and other  financial
     information  included  in this  quarterly  report,  fairly  present in all
     material respects the financial condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers and I are  responsible  for
     establishing  and  maintaining  disclosure  controls  and  procedures  (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated subsidiaries, is made known to us by others within those
          entities,  particularly  during the  period in which  this  quarterly
          report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  control
          and  procedures  as of a date within 90 days prior to the filing date
          of this quarterly report (the "Evaluation Date"); and


                                     -33-

     c)   Presented  in  this  quarterly  report  our  conclusions   about  the
          effectiveness of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors and the audit
     committee of  registrant's  board of directors (or persons  performing the
     equivalent function):

     a)   All  significant  deficiencies in the design or operation of internal
          controls which could  adversely  affect the  registrant's  ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified for the registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant  role in the  registrant's  internal
          controls; and

6.   The registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent evaluation,  including
     any  corrective  actions  with  regard  to  significant  deficiencies  and
     material weaknesses.

Date: November 8, 2002                       /s/ Lowry F. Kline
                                             ----------------------------------
                                             Lowry F. Kline
                                             Chief Executive Officer

I, Patrick J. Mannelly,  Chief Financial Officer of Coca-Cola Enterprises Inc.,
certify that:

1.   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  Coca-Cola
     Enterprises Inc.

2.   Based on my knowledge,  this quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the  circumstances  under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and other  financial
     information  included  in this  quarterly  report,  fairly  present in all
     material respects the financial condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers and I are  responsible  for
     establishing  and  maintaining  disclosure  controls  and  procedures  (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated subsidiaries, is made known to us by others within those
          entities,  particularly  during the  period in which  this  quarterly
          report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  control
          and  procedures  as of a date within 90 days prior to the filing date
          of this quarterly report (the "Evaluation Date"); and


                                     -34-

     c)   Presented  in  this  quarterly  report  our  conclusions   about  the
          effectiveness of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors and the audit
     committee of  registrant's  board of directors (or persons  performing the
     equivalent function):

     a)   All  significant  deficiencies in the design or operation of internal
          controls which could  adversely  affect the  registrant's  ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified for the registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant  role in the  registrant's  internal
          controls; and

6.   The registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent evaluation,  including
     any  corrective  actions  with  regard  to  significant  deficiencies  and
     material weaknesses.

Date: November 8, 2002              /s/ Patrick J. Mannelly
                                    -------------------------------------------
                                    Patrick J. Mannelly
                                    Senior Vice President and
                                      Chief Financial Officer


                                     -35-

EX-3

                                                                       EXHIBIT 3





                                     BY-LAWS

                                       OF

                           COCA-COLA ENTERPRISES INC.


                       As amended through October 15, 2002







                                     BY-LAWS
                                       OF
                           COCA-COLA ENTERPRISES INC.


                                    ARTICLE I
                                  SHAREHOLDERS

     Section 1.     Place,  Date  and  Time of  Holding  Annual Meetings. Annual
meetings of shareholders  shall be held at such place, date and time as shall be
designated  from time to time by the Board of  Directors.  In the  absence  of a
resolution  adopted by the Board of Directors  establishing such place, date and
time,  the  annual  meeting  shall  be  held at 1013  Centre  Road,  Wilmington,
Delaware,  on the  second  Wednesday  in April of each year at 9:00 A.M.  (local
time).

     Section 2.     Voting.  Each  outstanding  share  of  common  stock  of the
Company is entitled to one vote on each matter submitted to a vote. The vote for
the election of directors  shall be by ballot.  Directors  shall be elected by a
plurality of the votes cast in the election for such directors. All other action
shall be  authorized  by a majority of the votes cast  unless a greater  vote is
required by the Certificate of  Incorporation or Delaware law. A shareholder may
vote in person or by proxy.

     Section 3.     Quorum.  The  holders  of  a majority in voting power of the
issued  and  outstanding  shares of stock of the  Company,  present in person or
represented by proxy, shall constitute a quorum at all meetings of shareholders.

     Section 4.     Adjournment of  Meetings.  In the absence of a quorum or for
any other reason,  the chairman of the meeting may adjourn the meeting from time
to time.  If the  adjournment  is not for more than thirty days,  the  adjourned
meeting may be held without notice other than an  announcement at the meeting of
the date,  time and place of the adjourned  meeting.  If the  adjournment is for
more than  thirty  days,  or if a new  record  date is fixed  for the  adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at such meeting.  At any such adjourned meeting at which
a quorum is  present,  any  business  may be  transacted  which  might have been
transacted at the meeting originally called.

     Section 5.     Special  Meetings.  Special meetings of the shareholders for
any purpose or purposes may be called by the Board of Directors, the Chairman of
the Board of Directors or the President.  Special  meetings shall be held at the
place, date and time fixed by the Secretary.

     Section 6.     Notice  of  Shareholders Meeting. Notice, stating the place,
date,  and  time,  and in the case of a  special  meeting,  the  purpose  of the
shareholders  meeting shall be given by the Secretary not less than ten nor more
than sixty days before the date of the meeting to each  shareholder  entitled to
vote at such meeting.

     Section 7.     Organization. The Chairman of the Board of  Directors  shall
preside at all  meetings  of  shareholders.  In the  absence of, or in case of a
vacancy in the office of, the Chairman of the Board of Directors, the President,
or in his absence any Vice  President  in order of  seniority in time in office,
shall  preside.  The  Secretary  of the Company  shall act as  secretary  at all
meetings of the  shareholders  and in the  Secretary's  absence,  the  presiding
officer may appoint a secretary.

     Section 8.     Inspectors  of  Election. All votes by ballot at any meeting
of  shareholders  shall be conducted by such number of inspectors of election as
are  appointed  for that  purpose  by either  the Board of  Directors  or by the
chairman  of  the  meeting.  The  inspectors  of  election  shall  determine the


                                       1


shares represented at the meeting and the validity of proxies and ballots, count
the  votes  and  ballots, certify their determination of same, and perform  such
other duties as provided by applicable law.

     Section 9.     Record Date.  The Board of Directors,  in order to determine
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any  adjournment  thereof,  or entitled to receive payment of any dividend or
other distribution or allotment of any rights or entitled to exercise any rights
in respect of any change,  conversion or exchange of stock or for the purpose of
any other lawful action,  may fix a record date which shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors  and shall not be more than  sixty nor less than ten days  before  the
date of such meeting, nor more than sixty days prior to any other action, and in
such case only such  shareholders as shall be shareholders of record on the date
so fixed shall be  entitled to such notice of or to vote at such  meeting or any
adjournment  thereof,  or be entitled to receive payment of any such dividend or
other  distribution  or  allotment  of any rights or be entitled to exercise any
such rights in respect of stock or to take any such other lawful action,  as the
case may be,  notwithstanding  any  transfer  of any  stock on the  books of the
Company after any such record date fixed as aforesaid.

     Section 10.    Notice of Shareholder Business and Nominations.

               (a)       Nominations  of  persons  for election to the Board  of
Directors  of the Company and the proposal of business to be  considered  by the
shareholders may be made at an annual meeting of shareholders  only (i) pursuant
to the Company's  notice of meeting (or any supplement  thereto),  (ii) by or at
the  direction  of the Board of  Directors  or (iii) by any  shareholder  of the
Company  who was a  shareholder  of record of the Company at the time the notice
provided for in this  Section 10 is  delivered to the  Secretary of the Company,
who is  entitled  to vote  at the  meeting  and who  complies  with  the  notice
procedures set forth in this Section 10.

               (b)       For  nominations  or  other  business  to  be  properly
brought  before an annual  meeting by a shareholder  pursuant to clause (iii) of
paragraph (a) of this Section 10, the shareholder  must have given timely notice
thereof in writing to the Secretary of the Company and such other  business must
otherwise  be  a  proper  matter  for  shareholder   action.  To  be  timely,  a
shareholder's  notice  shall be  delivered  to the  Secretary  at the  principal
executive  offices of the  Company  not later than the close of  business on the
ninetieth   day  nor   earlier   than  the   close  of   business   on  the  one
hundred-twentieth  day prior to the first  anniversary  of the preceding  year's
annual meeting (provided, however, that in the event that the date of the annual
meeting is more than  thirty days  before or more than  seventy  days after such
anniversary  date,  notice by the  shareholder to be timely must be received not
later than the close of business on the later of the ninetieth day prior to such
annual  meeting or the tenth day following the day on which public  announcement
of the date of such meeting is first made by the Company).  In no event shall an
adjournment  or  postponement  of an annual  meeting or the public  announcement
thereof commence a new time period (or extend any time period) for the giving of
a shareholder's  notice as described above. Such shareholder's  notice shall set
forth:  (i) as to each person  whom the  shareholder  proposes  to nominate  for
election or  reelection  as a director all  information  relating to such person
that is required to be  disclosed  in  solicitations  of proxies for election of
directors  in an  election  contest,  or is  otherwise  required,  in each  case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act") and Rule 14a-11  thereunder  (and such  person's  written
consent to being named in the proxy  statement  as a nominee and to serving as a
director  if  elected);  (ii) as to any  other  business  that  the  shareholder
proposes  to bring  before the  meeting,  a brief  description  of the  business
desired to be brought  before the meeting,  the text of the proposal or business
(including the text of any  resolutions  proposed for  consideration  and in the
event  that such  business  includes  a  proposal  to amend the  By-Laws  of the
Company,  the language of the proposed  amendment),  the reasons for  conducting
such business at the meeting and any material  interest in such business of such
shareholder  and the beneficial  owner,  if any, on whose behalf the proposal is
made;  and (iii) as to the  shareholder  giving the  notice  and the  beneficial
owner,  if any, on whose behalf the  nomination or proposal is made (1) the name
and address of  such shareholder, as  they appear on the Company's books, and of


                                       2


such  beneficial  owner,  (2) the class and number of shares of capital stock of
the Company which are owned of record and  beneficially by such  shareholder and
such beneficial owner, (3) a representation  that the shareholder is a holder of
record of stock of the Company  entitled to vote at such  meeting and intends to
appear  in  person  or by proxy at the  meeting  to  propose  such  business  or
nomination,  and (4) a representation  whether the shareholder or the beneficial
owner, if any, intends or is part of a group which intends either to (x) deliver
a proxy statement  and/or form of proxy to holders of at least the percentage of
the  Company's  outstanding  capital  stock  required  to  approve  or adopt the
proposal  or elect  the  nominee  and/or  (y)  otherwise  solicit  proxies  from
shareholders  in support of such proposal or  nomination.  The foregoing  notice
requirements  shall be deemed  satisfied by a shareholder if the shareholder has
notified the Company of his or her  intention to present a proposal at or during
a meeting in compliance with Rule 14a-8 (or any successor  thereto)  promulgated
under the Exchange Act and such  shareholder's  proposal has been  included in a
proxy  statement  that has been  prepared by the Company to solicit  proxies for
such annual  meeting.  The Company may require any  proposed  nominee to furnish
such other information as it may reasonably require to determine the eligibility
of such proposed nominee to serve as a director of the Company.

               (c)       Notwithstanding  anything  in  the  second  sentence of
paragraph (b) of this Section 10 to the  contrary,  in the event that the number
of directors to be elected to the Board of Directors of the Company at an annual
meeting is increased and there is no public  announcement  by the Company naming
all of the nominees for director or specifying  the size of the increased  Board
of  Directors at least one hundred  days prior to the first  anniversary  of the
preceding year's annual meeting, a shareholder's notice required by this Section
10 shall also be  considered  timely,  but only with respect to nominees for any
new  positions  created  by such  increase,  if it  shall  be  delivered  to the
Secretary at the principal  executive  offices of the Company not later than the
close of  business  on the  tenth day  following  the day on which  such  public
announcement is first made by the Company.

               (d)       Only  such  business  shall  be  conducted at a special
meeting of shareholders  as shall have been brought before the meeting  pursuant
to the Company's  notice of meeting.  Nominations of persons for election to the
Board of Directors  may be made at a special  meeting of  shareholders  at which
directors are to be elected  pursuant to the Company's  notice of meeting (i) by
or at the direction of the Board of Directors or (ii) provided that the Board of
Directors has determined that directors shall be elected at such meeting, by any
shareholder of the Company who is a shareholder of record at the time the notice
provided for in this  Section 10 is  delivered to the  Secretary of the Company,
who shall be  entitled to vote at the  meeting  and upon such  election  and who
complies with the notice  procedures  set forth in this Section 10. In the event
the Company calls a special meeting of shareholders  for the purpose of electing
one or more directors to the Board of Directors,  any such shareholder  entitled
to vote in such  election of directors  may nominate a person or persons (as the
case may be) for election to such  position(s)  as  specified  in the  Company's
notice of meeting, if the shareholder's notice required by paragraph (b) of this
Section  10 shall be  delivered  to the  Secretary  at the  principal  executive
offices of the Company not earlier than the close of business on the one hundred
twentieth  day prior to such  special  meeting  and not later  than the close of
business on the later of the ninetieth day prior to such special  meeting or the
tenth day  following the day on which public  announcement  is first made of the
date of the  special  meeting  and of the  nominees  proposed  by the  Board  of
Directors to be elected at such  meeting.  In no event shall an  adjournment  or
postponement of a special meeting or the public announcement  thereof commence a
new time period (or extend any time  period)  for the giving of a  shareholder's
notice as described above.

               (e)  (1)  Only such persons who are nominated in accordance  with
the  procedures  set forth in this Section 10 shall be eligible to be elected at
an  annual  or  special  meeting  of  shareholders  of the  Company  to serve as
directors and only such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance  with the procedures
set forth in this Section 10.  Except as  otherwise  provided by Delaware law or
the  Certificate  of  Incorporation,  the chairman of the meeting shall have the
power and duty to determine  whether a nomination or any business proposed to be
brought  before  the  meeting  was  made  or  proposed,  as  the case may be, in


                                       3


accordance  with the  procedures  set  forth in this  Section  10 and,  if it is
determined  that any proposed  nomination or business is not in compliance  with
this Section 10  (including,  without  limitation,  because the  shareholder  or
beneficial  owner,  if any, on whose behalf the  nomination  or proposal is made
solicited (or is part of a group which  solicited),  or failed to so solicit (as
the case may be), proxies in support of such  shareholder's  nominee or proposal
other than in compliance with such  shareholder's  representation as required by
clause  (iii)(4)  of Section  (b) of this  Section  10),  to  declare  that such
nomination  shall be  disregarded  or that such proposed  business  shall not be
transacted.

                    (2)  For purposes of this Section 10,  "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable  national news service or in a document  publicly
filed by the Company with the  Securities  and Exchange  Commission  pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                    (3)  Notwithstanding  the   foregoing   provisions  of  this
Section 10, a shareholder shall also comply with all applicable  requirements of
the Exchange Act and the rules and  regulations  thereunder  with respect to the
matters set forth in this Section 10. Nothing in this Section 10 shall be deemed
to affect any rights (i) of  shareholders  to request  inclusion of proposals in
the Company's proxy  statement  pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred  Stock to elect  directors  under
specified circumstances.


                                   ARTICLE II
                                    DIRECTORS

     Section 1.     Number of Directors.  The  whole Board  of  Directors  shall
consist of not less than three (3) nor more than twenty (20) members,  the exact
number to be set from time to time by the Board of Directors. No decrease in the
number of directors shall shorten the term of any incumbent director. In absence
of the Board of Directors  setting the number of directors,  the number shall be
12.

     Section 2.     Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times as the Board of Directors may determine from time to
time.

     Section 3.     Special Meetings. Special meetings of the Board of Directors
may be called by the  Chairman of the Board of  Directors,  the  President,  the
Secretary or by a majority of the directors by written request to the Secretary.

     Section  4.    Notice of Meetings.  The Chairman,  a Vice  Chairman  or the
Secretary shall give notice of all meetings of the Board of Directors by mailing
the notice at least three days before  each  meeting or by giving  notice of the
meeting by telephone, facsimile, e-mail or other form of electronic transmission
to the  directors  not later than one day before the  meeting.  The notice shall
state the time, date and place of the meeting,  which shall be determined by the
Chairman  of the Board of  Directors,  or, in  absence of the  Chairman,  by the
Secretary of the Company, unless otherwise determined by the Board of Directors.

     Section 5.     Quorum  and  Voting.  A  majority  of  the directors holding
office  (but not less than  one-third  of the whole  Board of  Directors)  shall
constitute  a quorum  for the  transaction  of  business.  Except  as  otherwise
specifically  required by Delaware law or by the Certificate of Incorporation of
the  Company or by these  By-Laws,  any action  taken by the Board of  Directors
shall be  authorized  by a majority of the  directors  present at any meeting at
which a quorum is present.


                                       4


     Section 6.     General Powers of Directors. The business and affairs of the
Company shall be managed under the direction of the Board of Directors.

     Section 7.     Chairman.  The Board of  Directors  may  elect a Chairman of
the Board of  Directors,  who shall  preside as chairman of all  meetings of the
directors  and all meetings of the  shareholders  of the Company,  and who shall
perform such other  duties as may be assigned  from time to time by the Board of
Directors.  The Board of Directors may also elect one or more Vice Chairmen, who
shall  perform such duties as may be assigned  from time to time by the Board of
Directors.  In the absence of, or in the case of a vacancy in the office of, the
Chairman of the Board of Directors, the Vice Chairman shall preside. If there is
more than one Vice  Chairman,  the Vice Chairman who is also an officer,  or, if
each is an officer, the Vice Chairman who is the senior officer,  shall preside.
In the absence of, or, in the case of vacancies in the offices of,  Chairman and
Vice Chairman of the Board of Directors,  a chairman selected by the Chairman of
the  Board  of  Directors,  or if he  fails to do so,  by the  directors,  shall
preside.

     Section  8.    Compensation of Directors.  Directors  and  members  of  any
committee  of the  Board of  Directors  shall  be  entitled  to such  reasonable
compensation  and fees for their services as shall be fixed from time to time by
resolution of the Board of Directors and shall also be entitled to reimbursement
for any  reasonable  expenses  incurred  in  attending  meetings of the Board of
Directors and any committee thereof, except that a director who is an officer or
employee of the Company shall receive no  compensation  or fees for serving as a
director or a committee member.

     Section 9.     Qualification of Directors. Each person who shall attain the
age of 70 shall not thereafter be eligible for nomination or  renomination  as a
member of the Board of Directors.

     Section 10.    Disqualification  of  Officer-Directors  Who  Cease   to  be
Officers of the  Company.  Any director who was an officer of the Company at the
time of his or her election or most recent  reelection as a director shall cease
to be qualified to continue to serve as a member of the Board of Directors,  and
his  or  her  term  of  office  as  a  director   shall   automatically   cease,
simultaneously when he or she ceases to be an officer of the Company;  provided,
however,  that the foregoing shall not apply to any person who is serving as the
Company's Chairman of the Board.


                                   ARTICLE III
                      COMMITTEES OF THE BOARD OF DIRECTORS

     Section 1.     Committees of the Board of Directors. The Board of Directors
shall  designate an Executive  Committee,  an Audit  Committee,  a  Compensation
Committee,  a  Governance  and  Nominating  Committee,  a Public  Issues  Review
Committee,  a Retirement Plan Review  Committee,  and an Affiliated  Transaction
Committee.  The  Board  of  Directors  may  designate  one  or  more  additional
committees  of the Board of Directors  with such powers as shall be specified in
the resolution of the Board of Directors.  Each committee  shall consist of such
number of directors as shall be  determined  from time to time by  resolution of
the Board of  Directors.  In the  absence or  disqualification  of a member of a
committee,  the  member  or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously elect another member of the Board of Directors to act at the meeting
in the place of any such absent or  disqualified  member.  Any  committee of the
Board shall have the power and  authority  stated in these bylaws or as provided
by  resolutions  adopted or actions taken by the Board of Directors,  including,
without  limitation,  the adoption by the Board of a chart of authority  for the
Company providing for the delegation of power or authority to a committee of the
Board.


                                       5


     Each committee shall keep regular minutes of its meetings. All action taken
by a committee  shall be reported to the Board of  Directors at its meeting next
succeeding  such  action and shall be subject to  approval  and  revision by the
Board,  provided that no legal rights of third parties shall be affected by such
revisions.  Any committee of the Board shall have the power and authority stated
in these bylaws or as provided by  resolutions  adopted or actions  taken by the
Board of Directors,  including, without limitation, the adoption by the Board of
a chart of authority for the Company  providing  for the  delegation of power or
authority to a committee of the Board.

     Section 2.     Election of Committee Members. The members of each committee
shall be  elected  by the Board of  Directors  and shall  serve  until the first
meeting of the Board of Directors after the annual meeting of  shareholders  and
until their  successors are elected and qualified or until the members'  earlier
resignation  or removal.  The Board of Directors  may  designate the Chairman of
each  committee.  Vacancies  may be  filled  by the  Board of  Directors  at any
meeting.

     Section  3.    Procedure/Quorum/Notice. The Chairman,  Vice  Chairman  or a
majority of any committee may call a meeting of that committee.  A quorum of any
committee shall consist of a majority of its members unless  otherwise  provided
by resolution of the Board of Directors.  The majority vote of a quorum shall be
required for the transaction of business.  The secretary of the committee or the
chairman of the committee  shall give notice of all meetings of the committee by
mailing  notice to the members of the  committee at least three days before each
meeting or by giving  notice by  telephone,  facsimile,  e-mail or other form of
electronic  transmission  to the  members  not  later  than one day  before  the
meeting.  The notice shall state the time,  date and place of the meeting.  Each
committee shall fix its other rules of procedure.

     Section 4.     Executive Committee. During the interval between meetings of
the Board of Directors,  the Executive Committee shall have and may exercise all
the powers and  authority  of the Board of  Directors,  to act upon any  matters
which,  in the  opinion of the  Chairman of the Board,  should not be  postponed
until the next previously  scheduled meeting of the Board of Directors;  but, to
the extent prohibited by law, shall not have the power or authority of the Board
of Directors in reference to (i) approving or adopting,  or  recommending to the
shareholders,  any action or matter  expressly  required by  Delaware  law to be
submitted to shareholders for approval; or (ii) adopting,  amending or repealing
any By-Law of the Company.

     Section 5.     Audit Committee. The Audit Committee shall have the power to
recommend to the Board of Directors the selection and  engagement of independent
accountants  to audit the books and accounts of the Company and the discharge of
the independent  accountants.  The Audit Committee shall review the scope of the
audits as recommended by the independent accountants,  the scope of the internal
auditing  procedures  of the  Company  and the  system  of  internal  accounting
controls and shall review the reports to the Audit  Committee of the independent
accountants and the internal auditors.

     Section 6.     Compensation  Committee.  The Compensation  Committee  shall
have the power and  authority to approve,  adopt and  implement  the  incentive,
stock option and similar plans of the Company. The Compensation  Committee shall
have the power to approve,  disapprove,  modify or amend all plans  designed and
intended to provide  compensation  primarily  for officers of the  Company.  The
Compensation  Committee  shall review,  fix and determine  from time to time the
salaries and other remunerations of all officers of the Company.

     Section 7.     Governance and Nominating Committee.

                    (a)    The  Governance  and Nominating  Committee shall have
the power to review and make  recommendations  to the Board regarding  corporate
governance  policies and issues of the Company.  In consultation  with the chief
executive officer,  it shall also evaluate and recommend to the Board candidates
for the positions of chief executive  officer and chief  operating  officer and,
where appropriate, other senior officer positions, as they may become vacant.


                                       6


                    (b)    The Governance and Nominating  Committee  shall  have
the power to recommend  candidates  for  nomination for election to the Board of
Directors  and  shall   consider   nominees  for   directorships   submitted  by
shareholders.  The  Governance and Nominating  Committee  shall consider  issues
involving potential conflicts of interest of directors and committee members and
recommend  and  review  all  matters  relating  to fees  and  retainers  paid to
directors, committee members and committee chairmen.

     Section  8.    Public Issues Review  Committee.  The Public  Issues  Review
Committee shall have the power to review Company policy and practice relating to
significant  public  issues of concern to the  shareholders,  the  Company,  the
business  community  and the  general  public.  The  Committee  may also  review
management's  position  on  shareholder  proposals  involving  issues  of public
interest to be presented at annual or special meetings of shareholders.

     Section 9.     Retirement Plan Review Committee. The Retirement Plan Review
Committee  shall have the power to review  the  administration  of all  employee
retirement  plans for the Company and the financial  condition of all trusts and
other  funds  established  pursuant to such plans.  The  Retirement  Plan Review
Committee  shall also have the power to recommend to the Board of Directors  the
adoption or amendment of any employee retirement plan of the Company.

     Section 10.    Affiliated Transaction Committee.

          (a)  The Affiliated  Transaction Committee shall review,  consider and
pass upon any Affiliated Transaction,  and no such transaction shall be effected
without the concurrence of the Affiliated Transaction Committee.  The Affiliated
Transaction   Committee  shall  have  the  powers  to  (i)  negotiate  with  the
representatives of any party to an Affiliated Transaction; (ii) require approval
of an  Affiliated  Transaction  by a  vote  of  the  shareholders  of  Coca-Cola
Enterprises  Inc.  which may be greater than or in addition to any vote required
by law; and (iii) engage  Independent  Advisers at the reasonable expense of the
Company,  and without prior approval of the Company, to assist in its review and
decision regarding any Affiliated Transaction.

          (b)  The  Affiliated  Transaction Committee  shall consist of at least
three  Independent  Directors,  with each other  Independent  Director  being an
alternate member if any committee member is unable or unwilling to serve.

          (c)  For the purposes of the  foregoing  Article III,  Section 10, the
following definitions shall apply:

                    (i)      "Company" means Coca-Cola Enterprises Inc.  or  any
     company in which Coca-Cola Enterprises Inc. has more than 50% of the voting
     power in the  election of directors or in which it has the power to elect a
     majority of the Board of Directors.

                    (ii)     "The Coca-Cola Company" means The Coca-Cola Company
     or any  company  in which The  Coca-Cola  Company  has more than 50% of the
     voting  power in the  election of directors or in which it has the power to
     elect a majority of the Board of Directors.

                    (iii)    "Affiliate"  means  any  entity  (other  than   the
     Company)  in which The  Coca-Cola  Company  has a 20% or greater  equity or
     other ownership  interest,  or any entity controlled directly or indirectly
     by such  Affiliate.  Notwithstanding  the  above,  no  entity  shall  be an
     Affiliate  solely by virtue of the rights granted to The Coca-Cola  Company
     pursuant to a bottling contract.


                                       7


                    (iv)     "Affiliated  Transaction" means any proposed merger
          or consolidation  with, purchase of an equity interest in, or purchase
          of  assets  other  than in the  ordinary  course of  business  from an
          Affiliate.  and which transaction has an aggregate value exceeding $10
          million.

                    (v)      "Independent  Directors" means any  member  of  the
          Company's  Board of  Directors  who (i) is not,  and for the past five
          years has not been, an officer,  director or employee of The Coca-Cola
          Company  or an  Affiliate;  (ii)  does not own in  excess of 1% of the
          shares of The Coca-Cola Company;  and (iii) does not own any equity or
          other  ownership  interest in an entity  (except as  permitted  by the
          preceding  (ii) and other than in the Company) which is a party to the
          Affiliated Transaction.

                    (vi)     "Independent Adviser" means any legal or  financial
          adviser  or other  expert  (i) that has not  represented  or  provided
          services to The Coca-Cola  Company  during the past calendar  year, or
          (ii)  notwithstanding  (i)  above,  that  the  Affiliated  Transaction
          Committee (as defined below) determines, after due inquiry, is able to
          represent it in an independent  manner not adverse to the interests of
          the Company and its stockholders.


                                   ARTICLE IV
                           NOTICE AND WAIVER OF NOTICE

     Section 1.     Notice.  Any notice required to be given to shareholders  or
directors under these By-Laws, the Certificate of Incorporation or by law may be
given (a) by mailing the same, addressed to the person entitled thereto, at such
person's  last known post office  address and such notice  shall be deemed to be
given at the time of such  mailing,  or (b) as otherwise  permitted  under these
By-Laws or by applicable law.

     Section 2.     Waiver of  Notice.  Whenever any notice  is required  to  be
given under these By-Laws,  the Certificate of Incorporation or by law, a waiver
thereof, signed or given by electronic  transmission,  by the person entitled to
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to notice.  Attendance  of a person at a meeting  shall  constitute a
waiver of notice of such meeting,  except when the person  attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business  to be  transacted  at, nor the purpose of any
regular or special  meeting of the  shareholders,  directors  or a committee  of
directors need be specified in any waiver of notice.


                                    ARTICLE V
                                    OFFICERS

     Section 1.     Officers of the Company.  The officers of the Company  shall
be selected and elected by the Board of Directors and shall be a President,  one
or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may
elect a  Controller  and one or more of the  following:  Senior  Executive  Vice
President,  Executive  Vice  President,  Senior Vice  President,  Assistant Vice
President,   Assistant  Secretary,  Associate  Treasurer,  Assistant  Treasurer,
Associate Controller and Assistant  Controller.  Two or more offices may be held
by the same person.

     The Board of Directors  may designate the position of Chairman of the Board
of Directors as an officer of the Company, who, subject to the overall direction
and supervision of the Board of Directors and Committees  thereof,  shall be the
senior  executive  officer of the Company and shall have such powers and perform
such duties as may be assigned by the Board of Directors.


                                       8


     The Company may have a Chief Executive  Officer who shall be elected by the
Board of Directors and who, subject to the overall  direction and supervision of
the Board of Directors and Committees thereof, and the Chairman of the Board, if
the  Chairman is an officer of the  Company,  shall be in general  charge of the
affairs of the Company and shall consult with and advise the Board of Directors,
the  committees  thereof,  and the Chairman of the Board,  if the Chairman is an
officer of the Company, on the business and affairs of the Company.

     The Company may have a Chief Operating  Officer who shall be elected by the
Board of Directors and who, subject to the overall  direction and supervision of
the Chief Executive Officer, shall be in general charge, control and supervision
over the  administration and operations of the Company and shall have such other
duties and powers as may be imposed or given by the Board of Directors.

     If there is no Chief  Operating  Officer,  the Company may have one or more
Principal  Operating Officers who shall be elected by the Board of Directors and
who,  subject to the overall  direction and  supervision of the Chief  Executive
Officer,  shall be in general charge,  control and supervision  over such of the
operations of the Company as may be determined  by the Chief  Executive  Officer
and shall  have such  other  duties and powers as may be imposed or given by the
Board of Directors.

     The Company may have a Chief Administrative Officer who shall be elected by
the Board of Directors and who, subject to the overall direction and supervision
of the  Chief  Executive  Officer,  shall  be in  general  charge,  control  and
supervision over such of the corporate  administration  functions of the Company
as may be  determined by the Chief  Executive  Officer and shall have such other
duties and powers as may be imposed or given by the Board of Directors.

     The Company may have a Chief Financial  Officer who shall be elected by the
Board of Directors and shall have general supervision over the financial affairs
of the Company. The Company may also have a Director of Internal Audit who shall
be elected by the Board of Directors.

     The Company may have a General Counsel who shall be elected by the Board of
Directors  and shall have general  supervision  of all matters of a legal nature
concerning the Company, unless the Board of Directors has also elected a General
Tax  Counsel,  in which  event  the  General  Tax  Counsel  shall  have  general
supervision of all tax matters of a legal nature concerning the Company.

     Section 2.     Election  of  Officers.  At  the  meeting  of  the  Board of
Directors  held in  conjunction  with the annual  meeting of  shareholders  (the
"annual board meeting"),  the Board of Directors shall elect the officers.  From
time to time the Board of Directors may elect other officers.

     Section 3.     Tenure of Office;  Removal. Each  officer shall hold  office
until (a) the first  expiration  of the term thereof  prescribed by the Board of
Directors,  or (b) if no such term is prescribed by the Board of Directors,  the
first annual board  meeting held  following  such  officer's  election,  and, in
either case,  until such  officer's  successor is elected and qualified or until
the officer's earlier  resignation or removal.  Each officer shall be subject to
removal  at any  time,  with or  without  cause,  by the  affirmative  vote of a
majority of the whole Board of Directors.

     Section 4.     President.  The President shall have such powers and perform
such duties as may be assigned by the Board of  Directors  or by the Chairman of
the Board of Directors.  In the absence or disability of the  President,  his or
her duties  shall be performed  by such Vice  Presidents  as the Chairman of the
Board of Directors or the Board of Directors may designate.  The President shall
have the power to make and  execute  contracts  on the  Company's  behalf and to
delegate such power to others.


                                       9


     Section 5.     Vice Presidents.  Each Vice President shall have such powers
and perform such duties as may be assigned to the Vice President by the Board of
Directors or the President. Each Vice President shall have the power to make and
execute contracts on the Company's behalf.

     Section 6.     Assistant Vice Presidents. An Assistant Vice President shall
perform  such duties as may be assigned  to him by the Board of  Directors,  the
President or any Vice President.

     Section 7.     Secretary.  The Secretary shall keep minutes of all meetings
of the shareholders  and of the Board of Directors,  and shall keep, or cause to
be kept, minutes of all meetings of Committees of the Board of Directors, except
where such  responsibility  is otherwise  fixed by the Board of  Directors.  The
Secretary shall issue all notices for meetings of the  shareholders and Board of
Directors  and shall have  charge of and keep the seal of the  Company and shall
affix the seal  attested by the  Secretary's  signature to such  instruments  or
other  documents as may properly  require same. The Secretary  shall cause to be
kept such books and records as the Board of Directors, the Chairman of the Board
of  Directors  or the  President  may  require;  and shall cause to be prepared,
recorded,  transferred,  issued,  sealed and cancelled  certificates of stock as
required by the transactions of the Company and its shareholders.  The Secretary
shall attend to such  correspondence and such other duties as may be incident to
the office of the  Secretary or assigned to him by the Board of Directors or the
President.

     In the absence of the  Secretary,  an Assistant  Secretary is authorized to
assume the duties herein imposed upon the Secretary and any Assistant  Secretary
or other  duly  authorized  officer  may affix the seal of the  Company  to such
instruments or other documents as may require the same.

     Section 8.     Treasurer. The Treasurer shall  perform  all duties and acts
incident to the position of  Treasurer,  shall have custody of the Company funds
and  securities,  and shall deposit all money and other valuable  effects in the
name and to the credit of the Company in such  depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of the Company
as may be authorized,  taking proper vouchers for such disbursements,  and shall
render to the Board of  Directors,  whenever  required,  an  account  of all the
transactions of the Treasurer and of the financial condition of the Company. The
Treasurer  shall vote all of the stock owned by the  Company in any  corporation
and may delegate that power to others.  The  Treasurer  shall perform such other
duties  as may be  assigned  to the  Treasurer  by the Board of  Directors,  the
President or the Chief Financial Officer and shall report to the Chief Financial
Officer or, in the absence of the Chief Financial Officer, to the President.

     In the absence of the  Treasurer,  an Assistant  Treasurer is authorized to
assume the duties herein imposed upon the Treasurer.

     Section 9.     Controller. The Controller shall keep or cause to be kept in
the  books of the  Company  provided  for that  purpose  a true  account  of all
transactions  and of the assets and  liabilities of the Company.  The Controller
shall  prepare and submit to the Chief  Financial  Officer or, in the absence of
the Chief Financial  Officer,  to the President,  such financial  statements and
schedules as may be required to keep the Chairman of the Board of Directors, the
President and the Chief Financial Officer  currently  informed of the operations
and financial condition of the Company,  and perform such other duties as may be
assigned by the Chief Financial Officer, or the President.

     In the absence of the Controller,  an Assistant Controller is authorized to
assume the duties herein imposed upon the Controller.

     Section 10.  Director of Internal  Audit.  The  Director of Internal  Audit
shall  cause  to be  performed,  and have  general  supervision  over,  auditing
activities  of  the  financial  transactions  of  the  Company,   including  the
coordination  of  such  auditing  activities with the independent accountants of


                                       10


the Company and shall  perform  such other duties as may be assigned to him from
time to time. The Director of Internal Audit shall report to the Chief Executive
Officer or, in the absence of the Chief  Executive  Officer,  to the  President.
From  time to time at the  request  of the  Audit  Committee,  the  Director  of
Internal  Audit shall inform that  Committee of the auditing  activities  of the
Company.


                                   ARTICLE VI
                       RESIGNATIONS; FILLING OF VACANCIES

     Section 1.     Resignations.  Any  director,  member  of  a  committee,  or
officer may resign at any time. Such resignation  shall be made in writing or by
electronic  transmission  to the  Company  and  shall  take  effect  at the time
specified therein,  and, if no time be specified,  at the time of its receipt by
the Chairman of the Board of Directors or the Secretary. Unless otherwise stated
in the  resignation,  the acceptance of a resignation  shall not be necessary to
make it effective.

     Section 2.     Filling of Vacancies. If the office of any director  becomes
vacant or if the  number of  directors  is  increased,  then a  majority  of the
directors  then in  office,  although  less than a quorum,  or a sole  remaining
director,  may elect any qualified  person to fill such vacancy or newly created
directorship.  In the case of a newly created directorship caused by an increase
in the number of  directors,  the person so elected  shall hold office until the
expiration  of the term of the  class of  directors  to which he or she has been
elected.  In the  case  of a  vacancy  in the  office  of a  director  resulting
otherwise  than from an  increase  in the  number of  directors,  the  person so
elected to fill such  vacancy  shall hold office for the  unexpired  term of the
director  whose  office  became  vacant.  If the office of any  officer  becomes
vacant, the Chairman of the Board of Directors may elect any qualified person to
fill such vacancy  temporarily until the Board of Directors elects any qualified
person for the unexpired  portion of the term. Such person shall hold office for
the unexpired term and until the officer's  successor  shall be duly elected and
qualified or until the officer's earlier resignation or removal.


                                   ARTICLE VII
                                  CAPITAL STOCK

     Section 1.     Form  and Execution  of  Certificates.  The certificates  of
shares of the  capital  stock of the  Company  shall be in such form as shall be
approved  by the Board of  Directors.  The  certificates  shall be signed by the
Chairman or Vice Chairman of the Board of Directors or the President,  or a Vice
President, and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant  Treasurer.  Each  certificate  of stock  shall  certify the number of
shares owned by the shareholder in the Company.

     A facsimile of the seal of the Company may be used in  connection  with the
certificates of stock of the Company,  and facsimile  signatures of the officers
named in this Section may be used in connection with said  certificates.  In the
event any officer whose  facsimile  signature has been placed upon a certificate
shall cease to be such officer before the certificate is issued, the certificate
may be issued with the same effect as if such person were an officer at the date
of issue.

     Section  2.    Record Ownerships.   All  certificates   shall  be  numbered
appropriately and the names of the owners,  the number of shares and the date of
issue  shall be  entered  in the  books of the  Company.  The  Company  shall be
entitled  to treat the  holder of record of any share of stock as the  holder in
fact thereof and  accordingly  shall not be bound to recognize  any equitable or
other claim to or interest in any share on the part of any other person, whether
or not it shall have  express or other  notice  thereof,  except as  required by
Delaware law.


                                       11


     Section  3.    Transfer of Shares. Upon  surrender  to the  Company or to a
transfer  agent of the  Company of a  certificate  for shares  duly  endorsed or
accompanied  by proper  evidence of  succession,  assignment,  or  authority  to
transfer,  it shall  be the duty of the  Company,  if it is  satisfied  that all
provisions of law regarding transfers of shares have been duly complied with and
subject to any applicable transfer restrictions noted conspicuously  thereon, to
issue  a new  certificate  to  the  person  entitled  thereto,  cancel  the  old
certificate and record the transaction upon its books.

     Section  4.    Lost, Stolen or Destroyed  Stock  Certificates.  Any  person
claiming a stock certificate in lieu of one lost, stolen or destroyed shall give
the Company an affidavit as to such person's ownership of the certificate and of
the facts which prove that it was lost,  stolen or  destroyed.  The person shall
also, if required by the  Treasurer or Secretary of the Company,  deliver to the
Company a bond,  sufficient to indemnify the Company against any claims that may
be made against it on account of the alleged loss,  theft or  destruction of any
such certificate or the issuance of such new certificate.  Any Vice President or
the Secretary or any  Assistant  Secretary of the Company is authorized to issue
such  duplicate  certificates  or to authorize  any of the  transfer  agents and
registrars to issue and register such duplicate certificates.

     Section 5.     Regulations.  The  Board  of Directors from time to time may
make such rules and  regulations as it may deem expedient  concerning the issue,
transfer and registration of shares.

     Section 6.     Transfer  Agent and  Registrar.  The Board of  Directors may
elect such transfer agents and registrars of transfers as it may deem necessary,
and may require all stock certificates to bear the signature of either or both.


                                  ARTICLE VIII
                                      SEAL

     The Board of Directors shall provide a suitable seal containing the name of
the Company, the year "1986", and the words "CORPORATE SEAL, DELAWARE", or other
appropriate words. The Secretary shall have custody of the seal.


                                   ARTICLE IX
                                   FISCAL YEAR

     The fiscal  year of the  Company  for each year shall end on December 31 in
each  year or shall end on such  other  date as may be  determined  by the Audit
Committee from time to time.


                                    ARTICLE X
                                   AMENDMENTS

     Section 1.     Directors  may Amend By-Laws.  The Board of Directors  shall
have the power to make,  amend and  repeal  the  By-Laws  of the  Company at any
regular or special meeting of the Board of Directors.


                                       12


     Section 2.     By-Laws  Subject  to Amendment by Shareholders.  All By-Laws
shall be  subject  to  amendment,  alteration,  or  repeal  by the  shareholders
entitled to vote at any annual meeting or at any special meeting.


                                   ARTICLE XI
                                EMERGENCY BY-LAWS

     Section 1.     Emergency By-Laws. This Article XI shall be operative during
any emergency  resulting from an attack on the United States or on a locality in
which the Company  conducts its business or  customarily  holds  meetings of its
Board of Directors or its shareholders, or during any nuclear or atomic disaster
or during the existence of any catastrophe or other similar emergency condition,
as a result  of which a  quorum  of the  Board  of  Directors  or the  Executive
Committee thereof cannot be readily convened (an  "emergency"),  notwithstanding
any  different  or  conflicting  provision  in the  preceding  Articles of these
By-Laws or in the Certificate of Incorporation of the Company. To the extent not
inconsistent  with the provisions of this Article,  the By-Laws  provided in the
preceding Articles and the provisions of the Certificate of Incorporation of the
Company shall remain in effect during such  emergency,  and upon  termination of
such emergency, the provisions of this Article XI shall cease to be operative.

     Section  2.    Meetings. During any  emergency,  a meeting  of the Board of
Directors, or any committee thereof, may be called by any officer or director of
the Company.  Notice of the time and place of the meeting  shall be given by any
available  means of  communication  by the person calling the meeting to such of
the directors and/or Designated Officers,  as defined in Section 3 hereof, as it
may be feasible to reach.  Such notice shall be given at such time in advance of
the meeting as, in the judgment of the person calling the meeting, circumstances
permit.

     Section  3.    Quorum. At any  meeting of the  Board of  Directors,  or any
committee  thereof,  called in accordance with Section 2 of this Article XI, the
presence or  participation  of two  directors,  one  director  and a  Designated
Officer or two Designated Officers shall constitute a quorum for the transaction
of business.

     The  Board of  Directors  or the  committees  thereof,  as the case may be,
shall,  from  time to time but in any  event  prior to such  time or times as an
emergency may have occurred, designate the officers of the Company in a numbered
list (the "Designated Officers") who shall be deemed, in the order in which they
appear on such list, directors of the Company for purposes of obtaining a quorum
during an emergency, if a quorum of directors cannot otherwise be obtained.

     Section 4.     By-Laws. At any meeting called in accordance  with Section 2
of this  Article XI, the Board of Directors or the  committees  thereof,  as the
case may be, may modify, amend or add to the provisions of this Article XI so as
to make any provision  that may be practical or necessary for the  circumstances
of the emergency.

     Section 5.     Liability. No officer, director  or  employee of the Company
acting in  accordance  with the  provisions  of this  Article XI shall be liable
except for willful misconduct.

     Section 6.     Repeal or Change. The  provisions  of this  Article XI shall
be subject to repeal or change by further action of the Board of Directors or by
action  of the  shareholders,  but no such  repeal or change  shall  modify  the
provisions  of Section 5 of this Article XI with regard to action taken prior to
the time of such repeal or change.


                                       13

EX-10.1

                                                                    EXHIBIT 10.1


                       SWEETENER SALES AGREEMENT - BOTTLER


         This  agreement  ("Agreement")  made and entered  into this 14th day of
October,  2002, by and between The  Coca-Cola  Company,  a Delaware  corporation
("Company"),  through  its  Coca-Cola  North  America  Division,  and  Coca-Cola
Enterprises Inc., a Delaware  corporation,  including its United States bottling
subsidiaries (collectively "Bottler").

                                   WITNESSETH:


         WHEREAS, Company has otherwise granted Bottler the right to manufacture
from concentrate and/or beverage base certain carbohydrate  sweetened soft drink
beverages  and/or  syrups   ("Products")   under  the  one  or  more  agreements
("Authorization Agreements");

         WHEREAS,  Bottler plans to purchase carbohydrate  sweeteners for use in
its manufacture of Products and not for resale or delivery to a third party;

         WHEREAS,   Company  is  engaged  in  the  procurement  of  carbohydrate
sweeteners for its own purposes and has acquired  certain skill and knowledge in
connection therewith;

         WHEREAS,  Bottler desires to take advantage of the skill, knowledge and
services of Company in the procurement of carbohydrate sweeteners;

         WHEREAS, subject to the terms and conditions of this Agreement, Bottler
is willing to  purchase  carbohydrate  sweeteners  from  Company  and Company is
willing to sell carbohydrate sweeteners to Bottler;

         NOW,  THEREFORE,  in  consideration  of the premises  hereof and of the
mutual promises contained herein, the parties hereto agree as follows:

         Section 1.        Definitions.

         As used in this  Agreement,  the  following  terms  have the  specified
meanings:

                  a.       "Originating   Supplier"   means   the   carbohydrate
                           sweetener  supplier  which sells the sweeteners to or
                           processes the sweeteners for Company.

                  b.       "Sweeteners"  means  carbohydrate  sweeteners derived
                           from sugar cane,  sugar beet, corn or other source(s)
                           approved by Company.

                  c.       "Bottler  Customer"  means any bottler of Company for
                           whom Bottler manufactures carbohydrate sweetened soft
                           drink  beverages   and/or  syrups  using   Sweeteners
                           delivered hereunder.




         Section 2.        Authorization.

         For purposes of Bottler's  compliance with sweetener  quality assurance
requirements  independently established by Coca-Cola North America, Company will
be deemed an  approved  supply  point for  Sweeteners  furnished  hereunder  for
Bottler's manufacture of Products from concentrate and/or beverage base. Nothing
in this Agreement will be construed to authorize  Bottler to purchase or use any
concentrate or beverage base in the manufacture of syrups or beverages.

         Section 3.        Purchase, Sale and Usage of Sweeteners.

         Company  will sell to Bottler  and  Bottler  will buy from  Company all
Bottler's  requirements for Sweeteners.  Bottler will use the Sweeteners only in
its own  manufacturing  operations in the manufacture of products of Company and
approved non-Company products for itself and approved Bottler Customers. Bottler
will not resell or arrange for the  delivery  to any third  party of  Sweeteners
covered  by  this  Agreement.   Approval  of  each  Bottler  Customer  and  each
non-Company  product will be within the sole discretion of Company.  Company and
Bottler shall in good faith continue joint efforts towards strategy development,
program performance management and program administration.

         The  Sweeteners  will conform to the  specifications  in effect between
Company and the  Originating  Supplier(s) as may from time to time be revised by
Company  (the  "Specifications").  The  Specifications  (which may also  include
quality  control  requirements  for  Sweeteners as set forth in Section 6 below)
will be automatically incorporated herein by reference and made a part hereof.

         Company will request and Bottler will furnish a good faith  forecast of
its requirements for Sweeteners ("Forecast") no later than October 1 of the year
preceding the calendar year of Sweetener  delivery.  The Forecast will set forth
the types and  quantities of Sweeteners  for each  receiving  location,  for the
calendar year and by delivery month. The Forecast will list by name all proposed
Bottler Customers and all proposed non-Company products,  and state the quantity
for the  calendar  year of each type of  Sweetener  for all  Bottler  Customers,
collectively,  and  for  all  non-Company  products,  collectively.  Subject  to
Company's written approval,  the Forecast (as amended to subtract  quantities of
Sweeteners  allocable to any non-approved  Bottler Customers and/or  non-Company
products)  will be  incorporated  herein  by  reference  and made a part  hereof
("Approved  Forecast").  Bottler will  promptly  advise  Company of any proposed
amendment to the Approved Forecast, including any proposed change to the list of
Bottler customers and non-Company  products identified in the Approved Forecast.
If approved in writing by Company, the Approved Forecast will be further amended
as requested by Bottler (or as otherwise agreed by the parties in writing), will
become the Approved Forecast,  and will be incorporated  herein by reference and
made a part hereof.  Bottler will be obligated to purchase the stated  aggregate
quantity for each type of Sweetener  listed in the  Approved  Forecast,  plus or
minus 5%. If Company does not approve in writing the Forecast  within 30 days of
Company's  receipt of the Forecast  from  Bottler,  the Forecast  will be deemed
approved  by Company  and  become the  Approved  Forecast.  If Company  does not
approve in writing any proposed  amendment to the  Approved  Forecast  within 30
days of Company's receipt of said amendment from Bottler, said amendment will be
deemed approved by Company and will become the Approved Forecast.


                                       2


         If, without the express written  approval of Company,  Bottler fails to
comply with any provision of this Section 3, Company may,  without  liability or
advance  notice,  either  terminate  this Agreement or reduce one or more future
deliveries of Sweeteners hereunder such that the aggregate deliveries to Bottler
during any calendar year do not exceed Bottler's actual  requirements for use in
its  manufacture  of Company and  approved  non-Company  products for itself and
approved Bottler Customers.

         Section 4.        Pricing.

         Company will furnish price quotations based upon Bottler's instructions
as to date of pricing, quantity to be delivered and delivery period based on the
Approved  Forecast.  The quantity  specified by Bottler will be substantially in
accordance  with the  monthly  quantities  set forth in the  Approved  Forecast.
Bottler's  acceptance of Company's  quotations  will establish the price and the
quantity for delivery  hereunder for the affected  delivery period.  For pricing
purposes,  the delivery  period will be one or more whole  calendar  months.  If
Bottler  has not  furnished  said  instructions  by 30 days  prior to a calendar
month,  then the price for that month will be as established by Company based on
market  conditions  existing at that time for the quantities to be delivered and
the delivery period.  However, if market conditions indicate a delay in pricing,
the  Company  may waive the 30-day  requirement.  In the event  Bottler  has not
otherwise  specified the quantity to be delivered prior to the date that pricing
is established, the quantity will be that set forth in the Approved Forecast.

         Company  reserves the right upon written  notice (the "Charge  Notice")
given on or before  August 1 of any year  during the term of this  Agreement  to
elect to charge  Bottler an amount for Company's  services  under this Agreement
(the "Services Charge"),  which may take effect no earlier than January 1 of the
year immediately  following the year in which a Charge Notice is delivered.  The
Services Charge will take effect on and be due and payable  beginning  January 1
of the year immediately following the year in which a Charge Notice is delivered
(or such later date as may be specified  in the Charge  Notice),  provided  that
Bottler may in its sole and absolute  discretion  give notice within thirty days
of the  Services  Charge  being  determined  that  Bottler  does not  accept the
Services Charge, in which event this Agreement shall terminate upon the later of
January 1 of the year immediately  following the year in which the Charge Notice
at issue was  delivered  (or such later date as may have been  specified  in the
Charge Notice at issue) or the date of Bottler's notice to decline acceptance of
the  Services  Charge.  Any  termination  under this  Section 4 by Bottler  upon
receipt of a Charge Notice will be without penalty or charge to Bottler.

         Section 5.        Invoicing and Payment.

         Company  will  invoice  Bottler  based on the  payment  terms in effect
between the Originating  Supplier(s) and Company.  Invoices shall be for the net
amount  charged to Company  with any and all  customary  discounts  available to
Company having been applied when determining the price to Bottler,  subject to a
reasonable reserve for  beginning-of-the-year  accruals determined in accordance
with GAAP (which  ultimately shall be reversed) and any other reserves  mutually
agreed to between Company and Bottler. Except as permitted by Section 4, Company
will  not  charge  Bottler  any  amount  for  procuring  Sweeteners  under  this
Agreement. The price charged to Bottler will be the same effective price paid by
Company,  and Bottler  shall have the benefit of all  enhancements,  promotions,


                                       3


discounts,  rebates, price reductions, or other price adjustments of any form or
nature (whether in the form of monetary  adjustments or non-monetary  benefits).
Company will maintain  records  generated in Company's normal course of business
in accordance with  applicable  laws to  substantiate  that Company has complied
with this  Section  5, and will make said  records  available  to  Bottler  upon
reasonable request and reasonable advance notice.

         Section 6.        Delivery.

         Delivery  hereunder  will  commence with the first  calendar  month set
forth in the Approved  Forecast and continue until this Agreement  terminates as
provided in Section 8 below. No later than the date of Company's quotation,  the
parties  hereto will  establish the terms of delivery which depend upon the type
of Sweeteners and the Originating  Supplier. If not otherwise established at the
time, price quotations and established pricing will be predicated upon Company's
delivery terms in effect with the Originating  Supplier,  adjustments to be made
by Company in accordance with terms for delivery to Bottler. Final scheduling of
deliveries  will be  arranged  by Bottler  either  directly  or  indirectly  (as
specified by Company), with the Originating Supplier.

         Section 7.        Quality.

         Bottler agrees to comply strictly with the terms of the Specifications,
and any requirements independently issued by Coca-Cola North America to bottlers
of Company, relating to quality control with respect to Sweeteners,  which terms
and  requirements,  if any,  or any  reissue  thereof  by  Company,  are made an
integral  part of this  Agreement.  Bottler  also  agrees to submit  samples  of
Sweeteners in accordance with  instructions as may be given by Company.  Bottler
agrees to defend,  indemnify and hold Company harmless  against loss,  liability
and damages caused by Bottler's failure to adhere to the  aforementioned  terms,
requirements and instructions of Company.

         Section 8.        Term and Termination.

         This  Agreement  will become  effective on the date first written above
and continue until December 31, 2007  ("Initial  Period"),  subject to automatic
renewal for successive 1 year periods unless terminated  effective at the end of
the Initial Period or any renewal by either party giving the other notice by the
September 1 immediately  prior to the end of the Initial  Period or any renewal.
Additionally,  Company and Bottler acknowledge and agree that this Agreement may
be terminated or modified at any time upon the written agreement of both Company
and  Bottler.  In the event  Company  ceases to  procure a minimum of 70% of the
Sweeteners  used by  Company's  bottlers  for the  United  States,  Company  may
terminate this Agreement upon 60 days' written notice to Bottler.

         Section 9.        Confidentiality.

         In  conjunction  with  performance  under this  Agreement,  Company has
disclosed  and  anticipates  disclosing or making  available to Bottler,  orally
and/or in  writing,  confidential  information,  including,  but not limited to,
information relating to pricing, forward coverage and other terms of purchase of
Sweeteners.   In  consideration  thereof  and  of  Company  entering  into  this
Agreement,  Bottler will (1) hold all such  confidential  information  in strict


                                       4


confidence, (2) not disclose such information to any other party, including, but
not limited to, a party considering acquiring an equity interest in Bottler or a
party  acquiring soft drinks from Bottler and (3) not disclose such  information
to any of its employees  involved in the  purchasing  of  sweeteners  other than
Sweeteners  hereunder or, except on a  need-to-know  basis,  to any of its other
employees.  Any  officer or  employee  of Bottler  receiving  such  confidential
information  will be bound by the provisions of this Section 9 as though a party
hereto. In the event of a breach of this Section 9 by Bottler or its officers or
employees,  Company may,  within its sole  discretion  and without  liability or
advance notice, terminate this Agreement.

         Section 10.       Recordkeeping and Auditing.

         Bottler  will  maintain  records  for  2  years  following the year  of
Sweetener  delivery  adequate to substantiate compliance with all provisions  of
this  Agreement.  Such records will be available for inspection and auditing  by
Company or its designee(s) upon notice during normal business hours. If  Bottler
fails  to  fully comply with any provision of this Section, Company may,  within
its  sole  discretion  and  without liability or advance notice, terminate  this
Agreement. Company's obligation to Bottler regarding recordkeeping is set  forth
in Section 5.

         Section 11.       Force Majeure.

         Neither party will be liable to the other for loss, damage, or delay in
delivery  or  receipt of sugar caused by act of God, war conditions,  compliance
with  governmental  laws,  regulations orders or actions, embargo, fire,  flood,
accident,  strike or labor trouble, transportation difficulty, or other  similar
event  where  the  occurrence of such event is beyond the control of and  occurs
through  no fault of either party. Further, neither party will be liable to  the
other  for  termination  or  suspension of delivery by the Originating  Supplier
pursuant  to  force  majeure  provisions  in  Company's  agreement(s) with  such
Originating Supplier.

         Section 12.       Other Agreements.

         All  other agreements between the parties hereto will continue in  full
force  and  effect.  Under no circumstances will this Agreement be construed  to
modify,  amend, supersede or waive any provision of any other agreement  between
the  parties  unless  the  same is expressly so stated in writing signed by  the
parties with a specific reference to the other agreement.

         Section 13.       Notices.

         Any  notice, request, approval or other document required or  permitted
to be given to either party under this Agreement will be deemed to be duly given
when transmitted by telegraph, facsimile or deposited in the United States mail,
postage  prepaid  for  mailing  by  first class addressed to the other party  as
follows:

         If to Bottler:

                  the last known address

         If to Company:



                                       5


                  North American Strategic Procurement
                  Coca-Cola North America
                  P.O. Box 1734
                  Atlanta, Georgia 30301
                  Attn:  Vice President

                  With a copy to: Chief Counsel, Technical and Support Services

         Section 14.       Miscellaneous.

         The  parties  acknowledge  and agree  that any  information,  including
forward-looking information,  provided by the Company regarding the price of any
commodities or other materials,  in the future or otherwise,  or any referral to
an advisory firm, is made for  informational  purposes only and that the Company
is not  furnishing  advice or making  any  recommendations  with  respect to any
pricing or hedging  decisions  related to purchases made in accordance with this
Agreement.  Bottler  acknowledges and agrees that: (1) the Company is not acting
as a fiduciary or an advisor with respect to purchases  made in accordance  with
this Agreement;  (2) Bottler is capable of evaluating and  understanding (on its
own behalf or through independent professional advice) the terms, conditions and
risks associated with purchases made in accordance with this Agreement;  and (3)
Bottler has not received  from the Company any  assurance or guarantee as to the
price of  commodities  or other  materials  in the future or as to the  expected
results of any hedging transactions related to purchases made in accordance with
this Agreement.  Any forward-looking  information provided to Bottler by Company
is for  informational  purposes only and the Company is not furnishing advice or
making any recommendations  with respect to pricing or hedging decisions related
to this Agreement.

         Section 15.       Entire Agreement.

         This  Agreement  constitutes  the entire  understanding  and  agreement
between  the  parties  with  respect to subject  matter  hereof and  cancels and
supersedes any prior negotiations, understandings and agreements, whether verbal
or written, with respect thereto.

         Section 16.       Waivers, Modifications, Amendments.

         No waiver, modification or amendment of any provision of this Agreement
will  be  valid  or  effective  unless  made in  writing  and  signed  by a duly
authorized representative of each party.

         Section 17.       Applicable Law.

         The validity,  interpretation and performance of this Agreement will be
governed and  construed in  accordance  with the laws of the State of Georgia as
though this Agreement were fully made and performed within the State of Georgia.

         Section 18.       Assignment.

         This  Agreement is deemed to be of a personal  nature,  and Bottler may
not assign or transfer this  Agreement or any interest  therein or undertake any
transaction  or series  of  transactions  which  would  result  in an  effective


                                       6


transfer of this Agreement or any interest therein,  or sublicense or assign any
rights or obligations hereunder,  or delegate or subcontract performance hereof,
in whole or in part, to any third party or parties,  without the prior, express,
written  consent  of  Company.  For  purposes  of this  Section  18, a change in
ownership of 50% or more of the voting equity in Bottler will be deemed to be an
assignment.  Because this clause is  considered  a material  part of the bargain
between the  parties,  any attempt to do so will be void and will,  at Company's
option, have the effect of terminating this Agreement.

         IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement by their duly authorized representatives as of the date first written
above.

                           THE COCA-COLA COMPANY
                           acting by and through its
                           COCA-COLA NORTH AMERICA DIVISION

                           By: S/ CECELIA WEBSTER
                               ------------------------------------------------

                           Title:  Vice President, Strategic Procurement
                                 ----------------------------------------------


                           BOTTLER

                           By: S/ EDWARD L. SUTTER
                               ------------------------------------------------
                           Title:  Vice President and Chief Procurement Officer
                                 ----------------------------------------------


                                       7

EX-10.2

                                                                    EXHIBIT 10.2


                           COCA-COLA ENTERPRISES INC.
                              CONSULTING AGREEMENT


         THIS CONSULTING  AGREEMENT (the "Agreement")  effective April 26, 2002,
between Coca-Cola  Enterprises Inc. (the "Company") and Summerfield K. Johnston,
Jr. ("Mr. Johnston").

         WHEREAS, the Company entered into an Employment Agreement,  dated April
17, 1998,  with Mr.  Johnston in order to ensure a successful  transition in the
management  of the Company prior to and  following  Mr.  Johnston's  retirement,
which agreement also provided for Mr. Johnston to provide Consulting Services to
the  Company  in order  for it to  benefit  from  his  valuable  experience  and
expertise; and

         WHEREAS,  the  Company  and Mr.  Johnston  desire  to amend  the  prior
agreement  to  reflect  changes  to the  terms  and  conditions  related  to the
Consulting Services provided by Mr. Johnston.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants  and  agreements  herein  contained,  the  parties do hereby  agree as
follows:


1.       TERM OF CONSULTING SERVICES PERIOD. Mr. Johnston's "Consulting Services
Period,"  as this term is used  through  the  Agreement,  which began on June 1,
2001, shall continue for term ending January 1, 2004. Thereafter, the Consulting
Services Period may be extended each year for a term of one additional  calendar
year, or as otherwise agreed upon by the parties,  by written agreement.  During
the Consulting Services Period, Mr. Johnston agrees to provide Company with such
time and services as Company may  reasonably  request,  with the time and effort
devoted to consulting  services to be consistent  with Mr.  Johnston's  non-full
time status and  availability in view of his involvement in other  non-Coca-Cola
business and activities; provided, such other business activities are consistent
with  Section  11  of  this  Agreement. Specifically, Mr. Johnston's  consulting
services shall include:

                  (a)  Continuing  service on the  Company's  Board of Directors
         (subject to election by the Company's share owners); and

                  (b)  Consulting  with  the  Company  on  strategic   planning,
         maintaining  and enhancing the Company's  strategic  alignment with The
         Coca-Cola Company and the  identification of acquisition  opportunities
         for the Company, and such other duties and responsibilities assigned to
         him by the Company's Board of Directors from time to time.

         2.       POSITION AND TITLE DURING CONSULTING SERVICES  PERIOD.  During
the Consulting  Services Period, Mr. Johnston shall hold the title of Consultant
to  Coca-Cola  Enterprises  Inc.  and  shall  report to the  Company's  Board of
Directors.

         3.       COMPENSATION  FOR  DURING  CONSULTING   SERVICES  PERIOD.  The
Company  shall  pay  Mr.  Johnston  a  consulting  fee  of  $50,000  per  month.
Compensation  paid  pursuant to this  Section 3 shall be in addition to any fees
Mr.  Johnston  earns for service on the  Company's  Board of Directors or on the
Board of Directors of other Coca-Cola bottling companies.




         4.       RETIREE BENEFITS DURING  CONSULTING  SERVICES  PERIOD.  During
the Consulting  Services Period, Mr. Johnston and his eligible  dependents shall
be eligible to  participate  in the Company's  Executive  Retiree  Medical Plan,
which plan shall  provide the same medical  benefits  (and on the same basis) as
provided  under the medical  plan  covering  active  nonunion  employees  of the
Company,  as it may be amended from time to time.  At the end of the  Consulting
Services Period,  Mr. Johnston shall no longer be eligible to participate in the
Executive  Retiree  Medical  Plan but shall be  eligible to  participate  in the
Company's  Retiree  Medical Plan for which he would  eligible if his  employment
were  terminated at that time. Mr.  Johnston shall be eligible to participate in
the  Company's  financial  planning  and tax benefit  plans on the same basis as
other eligible employees.

         5.       SERVICE   FOR   STOCK  AWARD  VESTING  PURPOSES.   During  the
Consulting  Services  Period,  the Company shall treat Mr. Johnston as an active
employee for purposes of crediting  service in the  determination of the vesting
of any stock awards Mr. Johnston may hold during such period.

         6.       COMPANY AIRCRAFT. The parties recognize that other  agreements
related to the leasing and  management of aircraft  owned by the Company and Mr.
Johnston are in effect during the Consulting  Services Period,  which agreements
are  not  superceded  or  modified  by  this  Agreement.  For  purposes  of this
Agreement,  the Company shall make its aircraft available to Mr. Johnston during
the Consulting  Services Period for his use in performing  services  pursuant to
this Agreement.  Additionally, Mr. Johnston shall be entitled to personal use of
the Company's aircraft during the Consulting Services Period, as follows:

                  (a)      Thirty-five  (35) hours personal use of the Company's
                           Challenger 604CE per year or the equivalent number of
                           hours on one of the Company's smaller aircraft at the
                           Net Jet exchange rate; and

                  (b)      Two personal international round-trips per year.

         7.       INDEPENDENT  CONTRACTOR.  The  Company  and Mr. Johnston agree
that Mr.  Johnston will act as an independent  contractor in the  performance of
his duties during the Consulting  Services  Period.  Accordingly,  Mr.  Johnston
shall be responsible for payment of all taxes including federal, state and local
taxes  arising out of the provision of  consulting  services in accordance  with
this Agreement.

         8.       PERSONNEL  AND  OFFICE  ACCOMMODATIONS.  During the Consulting
Services  Period,  the  Company  will  provide Mr.  Johnston  with an office and
secretary in its corporate  offices in order to assist him in the performance of
his consulting services.

         9.       EXPENSES. The Company shall reimburse the Mr. Johnston for all
expenses  incurred by Mr.  Johnston in connection  with the  performance  of his
duties  hereunder,  whether  performed  during  the  Employment  Period  or  the
Consulting  Services  Period.  All amounts to be reimbursed to the Mr.  Johnston
pursuant to this Section 9 shall be paid within ninety days (90) days  following
the delivery of the expense invoice to the Company.

         10.      TERMINATION  OF  EMPLOYMENT  AND  CONSULTING  AGREEMENT.  This
Agreement shall terminate upon Mr. Johnston's death, disability or the existence
of circumstances constituting a termination for "cause," as hereinafter defined.


                                       2


In the event of such  termination,  the Company shall pay to Mr. Johnston or his
estate all amounts  owed and payable to him under this  Agreement as of the date
of such  termination.  For purposes of this Section 10,  "cause"  shall mean Mr.
Johnston's   willful   failure  or   inability  to  carry  out  his  duties  and
responsibilities  in  any  material  respect,  the  commission  of a  felony  or
commission of any willful or intentional  act,  unprofessional  or unethical act
which has or would have, if such act becomes public knowledge, a substantial and
adverse effect on the business operations or reputation of the Company.

         11.      NON-COMPETITION;  CONFIDENTIALITY.  For  a period of two years
from the end of the Consulting Services Period, Mr. Johnston shall not, directly
or indirectly  engage in,  participate  in or have any interest as a consultant,
partner, joint venture, proprietor, employee, officer, director, agent, security
holder,  creditor or  consultant,  or in any other  capacity,  or have any other
direct  or  indirect   financial   interest  in  any  business,   firm,  person,
partnership,  corporation  (other  than the  Company or The  Coca-Cola  Company)
engaged in any activity  similar to or competitive with the business now engaged
in by the  Company or The  Coca-Cola  Company,  including,  but not  limited to,
manufacturing,  producing or distributing liquid,  nonalcoholic beverages in any
geographic area in which the Company or The Coca-Cola Company or any licensee of
The  Coca-Cola  Company  has  operations  during  or at  the  conclusion  of the
Consulting Services Period;  except nothing herein shall be deemed to prevent or
limit the right of Mr. Johnston to own capital stock or other  securities of any
corporation,  the securities of which are publicly owned or regularly  traded in
the  over-the-counter  market or on any securities  exchange,  provided that Mr.
Johnston does not acquire  beneficial  ownership (as determined under Rule 13d-3
of the Securities Exchange Act of 1934) of more than one percent of the issuer's
outstanding securities of that class.

         12.      ENFORCEMENT.

                  (a)      The parties recognize that the nature of the  subject
         matter  of  this  Agreement,   including  Section  11,  would  make  it
         impracticable  and extremely  difficult to determine  actual damages to
         the Company in the event of a breach of this Agreement by Mr. Johnston.
         Accordingly,  if Mr. Johnston commits a breach or threatens to commit a
         breach of any of the  provisions of this  Agreement,  the Company shall
         have the  right  and  remedy to have the  provisions  of the  Agreement
         specifically enforced by any court having equity jurisdiction, it being
         acknowledged and agreed that any such breach or threatened  breach will
         cause irreparable injury to the Company and that money damages will not
         provide an adequate remedy to the Company. The rights of the Company to
         equitable  relief  in the  enforcement  of this  Agreement  shall be in
         addition to any and all other remedies  available  through an action in
         law.

                  (b)      If any of the covenants  contained  in Section 11, or
         any part thereof, are held to be unenforceable  because of the duration
         of such provisions or the area covered thereby,  the undersigned  agree
         that the court making such determination shall have the power to reduce
         the  duration  and the area or both of any such  provision  and, in its
         reduced form, said provision shall then be enforceable.

                  (c)      Should  any  other  portion  of  this   Agreement  be
         declared  invalid for any reason or to have ceased to have been binding
         on the parties  hereto,  said provision  shall be severed and all other
         provisions shall continue to be effective and binding.


                                       3


                  (d)      Notwithstanding  anything  herein  to  the  contrary,
         the Company shall not be relieved of any of its  obligations  hereunder
         to Mr. Johnston in the event of determination by any court, arbitrator,
         or other governing authority that the covenants contained in Section 11
         are unenforceable or to limit the enforceability of any such covenants.

         13.      BINDING EFFECT  AND  ASSIGNMENT.  This Agreement  benefits and
binds the  Company  and Mr.  Johnston  and their  respective  heirs,  executors,
administrators,    personal    representatives,    successors    and    assigns.
Notwithstanding  the  foregoing,  neither party shall be entitled to assign this
Agreement or rights  hereunder  without the prior  written  consent of the other
party;  provided  however,  that  at  any  time  following  commencement  of the
Consulting  Services  Period Mr.  Johnston  may  assign  his  rights  under this
Agreement to a corporation,  partnership or limited liability company controlled
by Mr. Johnston, subject to the condition that all services and other duties and
responsibilities shall be performed solely by Mr. Johnston.

         14.      HEADINGS;  DEFINITIONS.  The headings of sections contained in
this  Agreement are inserted only as a matter of  convenience  and for reference
and in no way define,  limit,  extend or describe the scope of this Agreement or
the intent of any provision hereof.  The parties agree to all definitions in the
statement of parties to this Agreement and in the other introductory language to
this Agreement.

         15.      CONTROLLING  LAW;  AMENDMENT;  WAIVER.  This  Agreement  shall
be  governed  by the laws of the State of  Georgia.  This  Agreement  may not be
altered or amended except in writing  signed by the parties.  The failure of any
party hereto at any time to require  performance of any provisions  hereof shall
in no manner affect the right to subsequently enforce the same. No waiver by any
party  hereto  of any  condition,  or of the  breach  of any  term,  provisions,
warranty,  representation,  agreement or covenant  contained in this  Agreement,
whether by conduct or otherwise, in any one or more instances shall be deemed or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition  or of the breach of any other  term,  provision,
warranty, representation, agreement or covenant herein contained.

         16.      ENTIRE AGREEMENT.  This  Agreement   constitutes   the  entire
understanding and agreement between the Company and Mr. Johnston with respect to
the subject matter hereof and supersedes all prior negotiations,  understandings
and agreements,  whether  written or oral,  between the Company and Mr. Johnston
with respect to the subject matter hereof.


SUMMERFIELD K. JOHNSTON, JR.                COCA-COLA ENTERPRISES INC.

S/ SUMMERFIELD K. JOHNSON, JR.              BY:  S/ J. R. PARKER, JR.
                                            TITLE:  SENIOR VICE PRESIDENT AND
                                            GENERAL COUNSEL
4-26-02                                     APRIL 22, 2002
- ------------------------------              -----------------------------------
DATE                                        DATE


                                       4

EX-10.3

                                                                    EXHIBIT 10.3


                                JEAN-CLAUDE KILLY
                           13, chemin de Bellefontaine
                                  1223 Cologny
                               Geneva, Switzerland

October 31, 2002

Mr. Norman P. Findley
Executive Vice President - Marketing
Coca-Cola Enterprises, Inc.
P.O. Box 723040
Atlanta, GA 33139-0040 U.S.A.

Dear Mr. Findley:

This letter agreement  ("Agreement")  will set forth the  understanding  between
Coca-Cola  Enterprises Inc.  ("Coca-Cola")  and Jean-Claude Killy ("Killy") with
respect to  Killy's  provision  of  certain  consulting  services  to  Coca-Cola
pursuant to the terms set forth below and in the attached Terms and  Conditions.
That understanding is set forth in the following paragraphs:

         1)       Consulting  Services.   Upon  the  request  of  Coca-Cola  and
                  provided  that  Coca-Cola  is in  compliance  with the payment
                  provisions  of paragraph  2, Killy will provide the  following
                  services to Coca-Cola (with the understanding that no services
                  shall be  provided  by Killy  hereunder  in the United  States
                  under any circumstances):

                  a.       Provide  Coca-Cola  with such general  information as
                           shall be  available  to  Killy  with  respect  to the
                           business conditions surrounding the beverage industry
                           in  countries   designated  by  Coca-Cola  in  Europe
                           (excepting the Swiss  Confederation),  Latin America,
                           and South East Asia;

                  b.       Provide    Coca-Cola    with   Killy's    independent
                           assessments  and judgments of existing and developing
                           political,    social,    and   economic    conditions
                           surrounding   the  beverage   business  in  countries
                           referred, to under paragraph la. above;

                  C.       Assist in the organization of strategies and programs
                           relating to the beverage business including, without
                           limitation, the establishment of appropriate contacts
                           to assist Coca-Cola in developing and achieving its
                           business objectives;

                  d.       Participate    in   discussions    with    designated
                           representatives of Coca-Cola or of its affiliates for
                           the purpose of reviewing  the  information  and views
                           provided by Killy hereunder, and

                  e.       Visit various  countries and meet with such people as
                           shall be reasonably designated by Coca-Cola or of its
                           affiliates  (subject  always to Killy's  schedule and
                           any legal  restrictions  or  sanctions)  and  provide
                           Coca-Cola  with  appropriate   reports  with  respect
                           thereto.




         2)       Remuneration. In consideration for the services to be rendered
                  by Killy hereunder, Coca-Cola shall pay Killy an annual fee of
                  US$200,000, less the Board of Director's Fee (if any) paid to,
                  and actually  received by, Killy in such year.  The annual fee
                  shall be paid in quarterly installments in advance on the last
                  day of February,  May,  August and  November of each  calendar
                  year,  with  the  exception  of the  first  two (2)  quarterly
                  installments  (due  February  29, 2000 and May 31, 2000) which
                  shall  be  payable  upon  execution  of  this  Agreement.  All
                  payments  shall be made via wire  transfer to an account to be
                  designated  by Killy to Coca-Cola.  Late  payments  shall bear
                  interest calculated at the rate of ten percent (10%) per annum
                  from the date when such  payment was due to the actual date of
                  payment.  Additionally,  upon  presentation of proper receipts
                  and expense  reports,  Coca-Cola shall reimburse Killy for all
                  expenses  reasonably  incurred  by  Killy  in  the  course  of
                  services  requested or  previously  authorized  by  Coca-Cola.
                  Killy will be  authorized  to travel and be  reimbursed at the
                  same level as Key Officers of Coca-Cola.

         3)       Term. This Agreement,  commencing on January 1, 2000, shall be
                  coterminous  with Killy's  service as a member of  Coca-Cola's
                  Board of Directors, unless terminated earlier.

         4)       Additional Terms. The parties agree that this Agreement is
                  further subject to the provisions of the attached Terms and
                  Conditions.

         5)       Amendment and Restatement.  This Agreement amends and restates
                  in its entirety,  with effect from January 1, 2000,  the prior
                  agreement  between  the  parties  with  respect to its subject
                  matter.

         If you concur with the terms of this letter Agreement, please sign both
         copies  and return  one to me.  Please  feel free to call me should you
         have any questions.

         Sincerely yours,                      Accepted and Agreed:


         S/ JEAN-CLAUDE KILLY                  COCA-COLA ENTERPRISES, INC.
         --------------------
         Jean-Claude Killy

         Attachment                            By:  S/ NORMAN P. FINDLEY
                                                    ---------------------------
                                               Name:  NORMAN P. FINDLEY
                                               Title: Executive Vice President

         Dated:  11/4/02



                                       2



                               TERMS & CONDITIONS


1)       Killy  shall treat as  confidential  any and all  information  given to
         Killy by Coca-Cola in  connection  with his services  hereunder  except
         information  which is in the public domain or if disclosure is required
         by law.

2)       Killy shall act as an independent  contractor in the performance of his
         services hereunder. This Agreement does not constitute and shall not be
         construed  as  constituting  a  partnership  or joint  venture  between
         Coca-Cola and Killy.

3)       The rights of Coca-Cola to the services of Killy as described hereunder
         cannot be transferred or assigned to another party or entity.

4)       Coca-Cola understands and agrees that no endorsement rights are granted
         hereunder and,  accordingly,  that it will make no use, at any time, of
         Killy's name,  voice,  likeness,  image or other  identification  which
         would  constitute  or  amount to an  endorsement  of  Coca-Cola  or its
         products or services,  including Coca Cola's'  affiliated or associated
         companies and their products or services.

5)       Coca-Cola  will, to the maximum extent  permitted by law, (a) indemnify
         and  hold  harmless  Killy  and  (b)  release  Killy  from  any and all
         judgments,  interest  on such  judgments,  fines,  penalties,  charges,
         costs, amounts paid in settlement, reasonable attorneys' fees and other
         reasonable  expenses of every nature  suffered or incurred by Killy, in
         connection  with  any  action,   claim,  suit,   inquiry,   proceeding,
         investigation or appeal taken from the foregoing by or before any court
         or governmental,  administrative  or other regulatory  agency,  body or
         commission,  whether pending or threatened,  whether or not Killy is or
         may be a party thereto,  including  interest on the  foregoing,  which,
         arise out of,  relate to or are in connection  with any services  which
         Killy  provides  to  Coca-Cola  during  the term of this  Agreement  in
         accordance  with the  provisions  hereof,  except those  claims  solely
         arising from Killy's gross or willful negligent or intentional  actions
         or failure to act. Further, Coca-Cola agrees to add Killy as an insured
         under Coca-Cola's Directors and Officers liability insurance policy and
         will  provide  Killy  with a  certificate  of  insurance  issued by the
         insurance  carrier  naming Killy as an insured party and requiring that
         the insurer  shall not terminate or  materially  modify such  insurance
         without  written  notice to Killy at least  twenty (20) days in advance
         thereof.

6)       If a dispute arises out of this Agreement that cannot be resolved first
         through good faith negotiation, then either party may refer such matter
         to arbitration in Switzerland for resolution before a single arbitrator
         in accordance with the arbitration  rules of Switzerland then in effect
         as  modified  herein.   Such  arbitration  shall  be  confidential  and
         conducted in the English  language.  The award or decision  rendered by
         the  arbitrator  (including an allocation of the costs of  arbitration)
         shall be final, binding and conclusive and judgment may be entered upon
         such  award by any  court.  In no event  shall  Killy be liable for any
         punitive, consequential, exemplary or special damages.

7)       It is  acknowledged  that  Killy  shall  not be barred  from  providing
         services as a consultant to third parties  except  insofar as any third
         party is a direct  competitor  of  Coca-Cola  engaged  in the  beverage
         business as its main line of business.  The parties  further agree that
         Killy  shall not  provide  services as a  consultant  to The  Coca-Cola
         Company or any of its bottlers without the prior consent of Coca-Cola.

8)       Killy  shall not be liable to  Coca-Cola  for any  delays,  damages  or
         failure to act  occasioned or caused by an event of force  majeure,  or
         act of God, or any similar contingency beyond his control.

9)       If either party at any time during the period of this  Agreement  shall
         fail to (a) pay any  monies due or (b)  observe  or perform  any of the
         covenants, agreements, or obligations hereunder (other than the payment
         of money),  the  non-defaulting  party may terminate  this Agreement as
         follows:  as to (a) if such  payment  is not made  within ten (10) days
         after the defaulting  party shall have received  written notice of such
         failure  to make  payment,  or as to (b) if such  default  is not cured
         within thirty (30) days after the defaulting  party shall have received
         written  notice


                                       3


         specifying such default.  Failure to terminate this Agreement  pursuant
         to this  paragraph  shall  not  effect  or  constitute  a waiver of any
         remedies the non-defaulting party would have been entitled to demand in
         the absence of this paragraph,  whether by way of damages,  termination
         or otherwise.  Termination of this Agreement for whatever  reason shall
         be without  prejudice to the rights and  liabilities of either party to
         the other in respect of any matter arising under this Agreement.


                                       4

EX-10.4

                                                                   Exhibit 10.4


                               SEPARATION SUMMARY

EMPLOYEE NAME:      Michael P. Coghlan

TERMINATION DATE:   November 30, 2002

MONTHLY/ANNUAL
  SALARY:           Throughout severance period

SEVERANCE BEGINS:   December 1, 2002

SEVERANCE ENDS:     November 30, 2004 (24 months)

CONSULTING
  CONTRACT
  BEGINS:           January 1, 2003

CONSULTING
  CONTRACT
  ENDS:             December 31, 2003

VACATION:           The  Company  will pay a  lump-sum  payment  for any unused
                    prorated vacation days not taken in 2002.

MESIP               Monthly   participation   and  Company  match  ends  as  of
                    Termination  Date.  You may keep your account  until age 70
                    1/2 or request a distribution at any time after termination
                    date by calling Putnam at 1-877-401-4696

SUPPLEMENTAL
  MESIP:            Monthly  participation  ends as of  termination  date.  The
                    distribution that employee elected will occur automatically
                    after termination date.

LIFE INSURANCE
  COVERAGE:         Monthly  participation ends as of the last day of the month
                    of  termination  date.  Employee may convert to  individual
                    coverage within 30 days of the termination of coverage.

MEDICAL & DENTAL
  INSURANCE:        Participation  ends  as of the  last  day of the  month  of
                    termination  date.  At that  time  employee  may  elect  to
                    continue to participate in the applicable COBRA plan.

COBRA               If employee elects  coverage under COBRA,  the company will
                    make a lump-sum  payment, to be increased  to the  extent
                    necessary  to  mitigate  the tax liabilities associated with
                    this payment.

PENSION PLAN:       Participation  for vesting and benefit  service  ends as of
                    Severance End Date - November 30, 2004.

MANAGEMENT
  INCENTIVE
  PLAN (MIP):       Will be eligible for a full year MIP award through December
                    31, 2002.

STOCK OPTIONS:      All unvested Stock Options  issued between  January 1, 1997
                    and  January 2, 2001 will  become  100% vested and you will
                    have until December 31, 2006 to exercise.

FRINGE
  BENEFITS/
  PERQUISITES:      Fringe   Benefits/Perquisites  cease  on  termination  date
                    (11/30/02).  Perquisites  include,  but are not limited to,
                    Auto   Allowance   ($1,200/month),   Management   Physical,
                    Financial  &  Legal  Counseling,   Outplacement,  and  Club
                    Membership.  The Company  will  provide a $12,000  lump-sum
                    incentive  payment,  to be  grossed  up,  to  off  set  the
                    termination of these benefits.

EX-12

                                                                      EXHIBIT 12

                           COCA-COLA ENTERPRISES INC.

                       EARNINGS TO COMBINED FIXED CHARGES
                         AND PREFERRED STOCK DIVIDENDS
                           (In millions except ratios)


                                              QUARTER ENDED    NINE MONTHS ENDED
                                             ----------------  -----------------
                                             SEPTEM-  SEPTEM-  SEPTEM-   SEPTEM-
                                             BER 27,  BER 28,  BER 27,   BER 28,
                                              2002     2001     2002      2001
                                             -------  -------  -------   -------
Computation of Earnings:
  Income (loss) from continuing
   operations before income taxes
   and cumulative effect of change
   in accounting ........................     $277     $ 27    $  621     $(58)
     Add:
       Interest Expense .................      165      187       491      563
       Amortization of capitalized
         interest .......................        1       --         2        1
       Amortization of debt premium/
         discount and expenses ..........        4        3        10        9
       Interest portion of rent expense .        9        7        24       20
                                              ----     ----    ------     ----
Earnings as Adjusted ....................     $456     $224    $1,148     $535
                                              ====     ====    ======     ====
Computation of Fixed Charges:
  Interest expense ......................     $165     $187    $  491     $563
  Capitalized Interest ..................       --        2         1        2
  Amortization of debt premium/discount
    and expenses ........................        4        3        10        9
  Interest portion of rent expense ......        9        7        24       20
                                              ----     ----    ------     ----
Fixed Charges ...........................     $178     $199    $  526     $594
Preferred stock dividends (a) ...........        1        1         3        3
                                              ----     ----    ------     ----
Combined Fixed Charges and Preferred
  Stock Dividends .......................     $179     $200    $  529     $597
                                              ====     ====    ======     ====

Ratio of Earnings to Fixed Charges (c) ..     2.56     1.13      2.18      (b)
                                              ====     ====    ======     ====

Ratio of Earnings to Combined Fixed
  Charges and Preferred Stock
  Dividends (c) .........................     2.55     1.12      2.17      (b)
                                              ====     ====    ======     ====

(a)  Preferred stock dividends have been increased to an amount representing the
     pretax   earnings   which  would  be   required  to  cover  such   dividend
     requirements.
(b)  Earnings for the nine months ended September 28, 2001 were  insufficient to
     cover  fixed  charges  and  combined  fixed  charges  and  preferred  stock
     dividends by $59 million and $62 million, respectively.
(c)  Ratios were calculated prior to rounding to millions.