FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * HERB MARVIN J   2. Issuer Name and Ticker or Trading Symbol COCA COLA ENTERPRISES INC [CCE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1000 HART ROAD, SUITE 201 3. Date of Earliest Transaction (Month/Day/Year) 12/13/2004 (Street) BARRINGTON HILLS, IL 60010 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2003 Stock Appreciation Rights Grant

$ 21.945

12/13/2004

D

5,000

02/03/2004

02/03/2013

Common Stock

5,000

(1)

2,500

D

2003 Stock Options Award

$ 21.945

12/13/2004

A

5,000

02/03/2005(2)

02/03/2014

Common Stock

5,000

$ 0

5,000

D

2004 Stock Appreciation Right

$ 23.61

12/13/2004

D

7,500

02/26/2005

02/26/2014

Common Stock

7,500

(1)

0

D

2004 Stock Option Grant (right to buy)

$ 23.61

12/13/2004

A

7,500

02/26/2005(2)

02/26/2014

Common Stock

7,500

$ 0

7,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HERB MARVIN J 1000 HART ROAD, SUITE 201 BARRINGTON HILLS, IL 60010	X

Signatures

By: E. Liston Bishop III, Attorney-in-Fact		12/14/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Stock Appreciation Rights were cancelled and exchanged for stock options with the same exercise price and vesting schedule.
(2)	One-third per year after one, two and three years, measured from grant date; or upon death, disability or retirement.

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