Edgar Filing: COCA COLA ENTERPRISES INC

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ALM JOHN R

2. Issuer Name and Ticker or Trading Symbol
COCA COLA ENTERPRISES INC [CCE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

PO BOX 723040

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2005

(Street)

ATLANTA, GA 30339

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

1999/2000 Premium Services Option (right to buy)

⁽¹⁾

12/14/2005

G⁽²⁾

360,000

12/14/2000

12/14/2009

Common Stock

360,000

$ 0

2001 Stock Option (right to buy)

⁽³⁾

12/14/2005

G⁽²⁾

310,800

01/02/2002

01/02/2011

Common Stock

310,800

$ 0

1999/2000 Premium Service Options (right to buy)

⁽¹⁾

12/14/2005

G⁽²⁾

360,000

12/14/2000

12/14/2009

Common Stock

360,000

$ 0

360,000

Alm Family Limited Partnership, LLLP ⁽⁴⁾

2001 Stock Option (right to buy)

⁽³⁾

12/14/2005

310,800

01/02/2002

01/02/2001

Common Stock

310,800

$ 0

310,800

Alm Family Limited Partnership, LLLP ⁽⁴⁾

1999/2000 Premium Service Options (right to buy)

⁽¹⁾

12/14/2005

360,000 ⁽⁵⁾

12/14/2000

12/14/2009

Common Stock

360,000

$ 0

360,000

Alm Family Limited Partnership, LLLP ⁽⁴⁾

2001 Stock Option (right to buy)

⁽³⁾

12/14/2005

310,800 ⁽⁵⁾

01/02/2002

01/02/2011

Common Stock

310,800

$ 0

310,800

Alm Family Limited Partnership LLLP ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ALM JOHN R PO BOX 723040 ATLANTA, GA 30339			Chief Executive Officer

Signatures

E. Liston Bishop, III Attorney-in-Fact for John R. Alm		12/21/2005
^**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)	Options exercisable in tranches of 120,000 shares at $20,80, $23.92 and $27.58.
(2)	The reporting person transferred these employee stock options to the Alm Family Limited Partnership, LLLP, a limited liability limited partnership of which the reporting person and his wife are the sole limited partners and Alm LLC is the sole general partner. The reporting person's wife is a member and the sole manager of Alm LLC.
(3)	Options are exercisable in tranches of 103,600 shares at $22.57, $24.83 and $27.31.
(4)	The reported employee stock options are owned directly by Alm Family Limited Partnership, LLLP, and indirectly by Alm LLC, as general partner, and the reporting person's wife as member and the sole manager of Alm LLC.
(5)	Represents gift of limited liabilty partnership interests in Alm Family Limited Partnership, LLLP by the reporting person and his wife to a trust. The reporting person disclaims beneficial ownership of the employee stock options held by the Alm Family Limited Partnership, LLLP except to the extent of his pecuniary interest therein.

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