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 * 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) 6000 GARLANDS LANE, SUITE 120 3. Date of Earliest Transaction (Month/Day/Year) 10/08/2008 (Street) BARRINGTON, IL 60010 4. If Amendment, Date Original Filed(Month/Day/Year) 10/10/2008 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 Common Stock 10/08/2008   S(1)   500,000 D $ 13.56 (2) 9,900,995 I By Self as Trustee of Revocable Trust Common Stock 10/09/2008   S(1)   808,900 D $ 12.53 (3) 9,092,095 I By Self as Trustee of Revocable Trust Common Stock 10/09/2008   S(1)   62,200 D $ 13.24 (4) 9,029,895 I By Self as Trustee of Revocable Trust Common Stock 10/10/2008   S(1)   7,238,658 D $ 10.04 (5) 1,791,237 I By Self as Trustee of Revocable Trust Common Stock 10/10/2008   S(1)   80,651 D $ 11.25 (6) 1,710,586 I By Self as Trustee of Revocable Trust Common Stock               6,244,114 I By Herbco II, LLC, Judith Ann Herb, wife Common Stock               8,150,000 I By MJH Investments Ltd., M.J. Herb, gp Common Stock               52,787 I Herb Family 1998 Gift Trust (12/10/1998)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HERB MARVIN J 6000 GARLANDS LANE SUITE 120 BARRINGTON, IL 60010	X

Signatures

By: William T. Plybon, Attorney-in-Fact		10/22/2008
**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)	Shares sold by JPMorgan pursuant to a credit arrangement. Pursuant to the credit arrangement, JPMorgan has taken and holds all of the Company shares subject to the arrangement, originally totaling approximately 18.6 million shares. JPMorgan has indicated that it has the right to sell the remaining approximately 9.9 million shares to satisfy the obligation under the credit arrangement. If and when all the shares are sold, Reporting Person will file an amended Form 4 describing the sales, including dates and sale prices.
(2)	Share sale prices ranged between $13.23 and $13.86.
(3)	Share sale prices ranged between $12.07 and $13.07.
(4)	Share sale prices ranged between $13.08 and $13.37.
(5)	Share sale prices ranged between $10 - $11.
(6)	Share sale prices ranged between $11.01 and $11.77. Full information regarding the number of shares sold at each price will be provided upon request.

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