[COCA-COLA ENTERPRISES INC. LOGO]



                                   FORM 10-Q/A


                                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/A
                               (Amendment No. 1)

         [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  by  check  mark  whether  the  registrant is an accelerated filer  (as
defined in Rule 12b-2 of the Exchange Act).

                             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

        Reason for Amendment................................................  1

Item 1. Financial Statements

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

        Condensed Consolidated Income Statements for the Nine Months
          ended September 27, 2002 and September 28, 2001...................  3

        Condensed Consolidated Balance Sheets as of September 27, 2002
          and December 31, 2001.............................................  4

        Condensed Consolidated Statements of Cash Flows for the Nine Months
          ended September 27, 2002 and September 28, 2001...................  6

        Notes to Condensed Consolidated Financial Statements................  7

Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations............................................. 23

Item 3. Quantitative and Qualitative Disclosures About Market Risk.......... 38

Item 4. Controls and Procedures............................................. 38

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.................................... 39

Signatures.................................................................. 40

Certifications.............................................................. 40






PART I.  FINANCIAL INFORMATION

REASON FOR AMENDMENT

Pursuant  to  this  Form  10-Q/A,  the  registrant  amends  "Item  1.  Financial
Statements--Notes to Condensed  Consolidated  Financial Statements" and "Item 2.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations" of Part  I--Financial  Information  of its Quarterly  Report on Form
10-Q for the quarterly  period ended  September 27, 2002.

Changes  being  made  to  Item  1.  Financial   Statements--Notes  to  Condensed
Consolidated  Financial  Statements  include 1) the  addition of a new "Note C -
Significant Accounting Policies" to discuss our accounting policies with respect
to credit  risk  and  sale  of accounts receivable, marketing programs and sales
incentives,  fair  value  of  financial  instruments and derivatives, and income
taxes, 2) the clarification of "Note P - Adoption of SFAS No. 142,  Goodwill and
Other  Intangible  Assets" to  add  information  on  our  SFAS No. 142  adoption
methodology,  and  3) additional  information  surrounding our Kmart  receivable
disclosures included in "Note Q - Commitments and Contingencies".

Changes being made to Item 2. Management's Discussion and Analysis of  Financial
Condition and Results of Operations include 1) the removal of all discussion  of
our  non-GAAP  EBITDA  measurement,  2)  the  removal  of all discussion of  our
non-GAAP   free   cash  flow  measurement,  3)  the  addition  to  "Results   of
Operations  -  Overview"  of  a  discussion  of  our  reasons  for adopting  the
change  in  accounting  for  Jumpstart  payments  as of January 1, 2001, 4)  the
addition  to "Results of Operations - Net Operating Revenues and Cost of  Sales"
of  a  discussion  of  our  marketing  programs  and  sales  incentives  and   a
clarification  of  the  impact  of  price and package mix, 5) the addition of  a
tabular  presentation  of  our  restructuring  charges  and  the  addition of  a
discussion  of  the  reasons  for  the  increase in our depreciation expense  to
"Results  of  Operations  -  Selling  Delivery  and  Administrative   Expenses",
6)  the addition of our tabular presentation of transactions with The  Coca-Cola
Company   from   "Note   K   -  Related  Party  Transactions"  to  "Results   of
Operations - Transactions with The Coca-Cola Company", 7) additional information
surrounding  our  Kmart  receivable  disclosures  included in "Known Trends  and
Uncertainties  -  Contingencies",  and  8)  the  clarification  of   "Accounting
Developments  - Adoption of SFAS No. 142, Goodwill and Other Intangible  Assets"
to add information on our SFAS No. 142 adoption methodology.


                                      -1-


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.


                                       -2-



                           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.


                                       -3-



                           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.


                                       -4-



                           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.


                                       -5-



                           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.


                                       -6-



                           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.  ("CCE")
Annual Report on Form 10-K for the year ended December 31, 2001.

As of  January 1, 2001,  CCE  changed  its  method of  accounting  for  payments
received  under  the  Jumpstart  market  development  programs.  CCE  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 CCE 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 CCE, previously classified as selling expenses, to
be classified as deductions from revenue. CCE 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 - SIGNIFICANT ACCOUNTING POLICIES

Credit  Risk  and  Sale  of  Accounts  Receivable: CCE has an agreement  whereby
designated pools of accounts receivable can be sold with recourse at a  discount
to  a  Canadian  financial institution. At any given time, the maximum  capacity
available  under  this agreement is $75 million Canadian dollars  (approximately
$48  million and $49 million, at September 27, 2002 and 2001, respectively).  At
September  27,  2002  and  2001  CCE had sold approximately $48 million and  $49
million,   respectively,   of  receivables  under  this  agreement,  which   are
excluded  from  the  accompanying  balance  sheets.  CCE retains collection  and
administrative   responsibilities   for   the  accounts  receivable  sold.   The
primary benefit of this arrangement to CCE is more timely availability of  cash.
CCE  believes  the  benefits  of  the  arrangement more than offset the cost  of
retaining servicing responsibilities and receiving a discounted payment for  the
accounts  receivable.  CCE's  liability  to  service  the  receivables  sold  is
indistinguishable  from  other  collection  responsibilities and not  separately
recorded   as   a  liability.  CCE's  recourse  liability  is  limited  to   the
requirement to repurchase any balance that ceases to be a part of the designated
pool.


                                       -7-



                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE C - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Marketing  Programs and Sales  Incentives:  CCE participates in various programs
and arrangements with customers designed to increase the sale of our products by
these customers.  Among the programs  negotiated with customers are arrangements
in which  allowances  can be earned by the  customer for  attaining  agreed upon
sales  levels or for  participating  in specific  marketing  programs.  CCE also
participates in customer  arrangements  that guarantee pouring or vending rights
in specific  athletic  venues,  specific school  districts,  or other locations.
Coupon programs and  under-the-cap  promotions are also developed on a territory
specific basis with the intent of increasing sales by all customers. The cost of
these  various  programs,  included as  deductions  in net  operating  revenues,
totaled  approximately  $445  million and $366  million for the  quarters  ended
September 27, 2002 and September 28, 2001, respectively,  and $1,232 million and
$1,030  million for the nine months ended  September 27, 2002, and September 28,
2001, respectively.  The 2001 amounts reflect the reclassifications described in
Note B.

Fair  Value  of  Financial  Instruments  and  Derivatives:  The  fair  values of
financial instruments  and derivatives are estimated based on market rates.  The
fair value of long-term debt,  including current portions, is estimated based on
rates currently offered  to CCE for debt  of the  same remaining maturities. The
estimated fair values of  derivative  instruments are calculated based on market
rates.  These values represent the estimated amounts CCE would receive or pay to
terminate agreements,  taking  into  consideration  current market rates and the
current creditworthiness of the counterparties.

Income  Taxes:  CCE provides for income taxes in  accordance  with  Statement of
Financial Accounting Standards No. 109 (FAS 109), "Accounting for Income Taxes".
FAS 109 requires the  recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary  differences between the financial
statement carrying amounts and the tax basis of assets and liabilities.

NOTE D - 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 CCE'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.

NOTE E - INCOME TAXES

CCE'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. CCE is currently
implementing a corporate  structuring of certain  subsidiaries,  which, if fully
implemented as expected in fourth-quarter  2002, will reduce our full-


                                       -8-



                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE E - INCOME TAXES (CONTINUED)

year  2002 effective tax rate by approximately 1/2 percent. A reconciliation  of
the  income  tax provision at the statutory federal rate to CCE'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 F - 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
                                                       =======        =======

(A)  In April 2002,  CCE issued $500 million in floating rate notes due 2004 and
     $500  million in fixed rate notes due 2007 under CCE'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.


                                       -9-




                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE F - LONG-TERM DEBT (CONTINUED)

(B)  In  September  2002,  CCE issued $500  million in fixed rate notes due 2009
     under CCE'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,  CCE retired $500
     million maturing Eurobonds.  On October 15, 2002, CCE 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,  CCE had $3.2 billion and $3.3
billion,  respectively,   available  under  domestic  and  international  credit
facilities.   These  facilities  serve  as  a  back-up  to  CCE's  domestic  and
international  commercial  paper programs and support  working capital needs. At
September 27, 2002 and December 31, 2001,  CCE 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 CCE'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,  CCE 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, CCE
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,  CCE 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, CCE 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 CCE 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 CCE's liquidity or capital resources.

NOTE G - PREFERRED STOCK

In connection  with the 1998  acquisition of Great Plains  Bottlers and Canners,
Inc.,  CCE 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.


                                      -10-



                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE H - STOCK-BASED COMPENSATION PLANS

CCE 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.

CCE granted 966,000  restricted stock shares and 124,000  restricted stock units
to certain  key  employees  of CCE 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.

CCE 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 CCE's stock-based compensation plans.


If compensation cost for CCE's grants under stock-based  compensation  plans had
been  determined   under  FAS  123,  CCE'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 CCE'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).


                                      -11-



                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE I - SHARE REPURCHASES

Under the 1996 and 2000 share repurchase programs  authorizing the repurchase of
up to 60 million  shares,  CCE can  repurchase  shares in the open market and in
privately negotiated transactions. During the first nine months of 2002, CCE 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,  CCE plans to use
excess cash primarily for debt reduction.

NOTE J - DERIVATIVES

CCE 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.


CCE  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.


                                      -12-




                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE K - 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 CCE,  and all costs for local media  programs in North
America are funded by TCCC.  The amount of marketing  support  funding from TCCC
that CCE 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
CCE's 2001 net  income.  The  impact of this shift on 2002 and future  operating
income is dependent upon the level of CTM spending by CCE.


                                      -13-




                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE K - RELATED PARTY TRANSACTIONS (CONTINUED)

In early 2002,  CCE 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 CCE 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
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 CCE's
performance in North America. Because of the offset provisions in the agreement,
CCE 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 CCE
equally over the four  quarters of the program year within thirty days after the
beginning of each quarter.  CCE  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,  CCE  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 CCE
not attain specified minimum sales volume growth targets and upon the failure of
performance by either party in specified circumstances.  Accordingly, should CCE
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.

CCE  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 CCE 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 CCE and TCCC of combined  proceeds above set
targets.

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


                                      -14-



                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE K - RELATED PARTY TRANSACTIONS (CONTINUED)

CCE also entered into two new arrangements with TCCC, the first of which assigns
responsibility  for hot-fill  production in North America to TCCC.  Accordingly,
CCE 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 CCE 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 CCE's 2003 results.

NOTE L - GEOGRAPHIC OPERATING INFORMATION

CCE operates in one industry:  the  marketing,  distribution,  and production of
liquid  nonalcoholic  refreshments.  On September  27, 2002,  CCE 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
                             =======      =======       =======        =======

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

NOTE M - RESTRUCTURING AND OTHER CHARGES

During 2001, CCE 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  CCE'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,  CCE  recorded an  additional  restructuring  charge of
approximately   $5  million  for  severance   benefits  related  to  eliminating
refillable  bottles for products  produced in Great Britain.  The elimination of
refillable bottles in Great Britain will result in the elimination


                                      -15-







                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE M - RESTRUCTURING AND OTHER CHARGES (CONTINUED)

of approximately  100 positions.   The estimated severance benefits will be paid
over the benefit period.

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 N - 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)
                           =====         =====         =====         ======


                                      -16-






                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE O - 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.  CCE  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 P - 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, CCE 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 2001 results on a historical basis do not
reflect  the  amortization  provisions  of FAS 142.  Had CCE  adopted FAS 142 on
January 1, 2001, the historical net income (loss) and basic and diluted


                                      -17-




                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



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

net income  (loss)  per common  share  would have been  changed to the  adjusted
amounts in the following table:

                              AS REPORTED       ADD:        INCOME
                               HISTORICAL    FRANCHISE       TAX       ADJUSTED
                                 BASIS      AMORTIZATION    IMPACT      BALANCE
-------------------------------------------------------------------------------
THREE MONTHS ENDED
SEPTEMBER 28, 2001:
-------------------------------------------------------------------------------
  Net income (loss)             $   11         $  98       $  (36)       $   73
  Basic and diluted net
   income (loss) per basic
   common share                 $ 0.02         $0.22       $(0.08)       $ 0.16
-------------------------------------------------------------------------------
NINE MONTHS ENDED
SEPTEMBER 28, 2001:
-------------------------------------------------------------------------------
  Net income (loss)             $ (285)        $ 293       $ (107)       $   99
  Basic and diluted net
   income (loss)
   per basic
   common share                 $(0.67)        $0.69       $(0.25)       $(0.23)
-------------------------------------------------------------------------------

CCE  makes  acquisitions  to  expand  its  franchise  territories. Prior to  the
adoption  of  FAS  141, CCE assigned all costs of acquisitions in excess of  the
value of tangible net assets acquired to franchise intangible assets and none to
goodwill.  FAS 141 specifically defines goodwill and provides criteria to  apply
in  recognizing  other  intangible  assets.  Under  the definitions of  goodwill
outlined  in  FAS 141, the cost of an acquisition relating to the fair value  of
expected  synergies  is  "core goodwill". As a result of the new definition  and
criteria,  effective  with  the adoption of FAS 141 and beginning with the  Herb
acquisition in July 2001, CCE assigns the cost of acquisitions in excess of  the
value  of  tangible  net  assets  acquired to franchise license intangibles  and
goodwill  as  determined  using  discounted cash flow models. Specifically,  CCE
includes  values  paid  for synergies in goodwill. Goodwill amounts also  result
through   the   establishment  of  deferred  tax  liabilities  associated   with
franchise  license  intangibles  that  are not deductible for tax purposes.  The
transition provisions of FAS 141 prohibit CCE from changing amounts assigned  to
assets and liabilities assumed in business combinations prior to July 1, 2001.

Franchise  agreements  contain  performance  requirements  and  convey  to   the
licensee  the  rights  to  distribute  and sell products of the licensor  within
specified  territories.  CCE's  domestic cola franchise agreements with TCCC  do
not  expire,  reflecting a long and ongoing relationship. CCE's agreements  with
TCCC  covering  its United States non-cola and European and Canadian  operations
are  periodically  renewable.  TCCC  does  not grant perpetual franchise  rights
outside  the United States. However, these agreements can be renewed at no  cost
for  varying  additional terms at CCE's request. CCE believes and expects  these
and  other  renewable  franchisor agreements will be renewed at each  expiration
date.  After  consideration  of the renewal factors and our mutually  beneficial
relationship  with  The  Coca-Cola  Company,  all  franchise license  intangible
assets have been assigned an indefinite life.

CCE  completed  initial  impairment tests on franchise license intangibles  with
indefinite  lives  in the first quarter of 2002. CCE's completion of  impairment
analyses  was  directly  impacted by an Emerging Issues Task Force (EITF)  issue
resolved  in  early  2002. EITF Issue No. 02-7, "Unit of Accounting for  Testing
Impairment  of Indefinite-Lived Intangible Assets" addressed the topic of  when,
if   ever,   different   indefinite-lived  intangible  assets,  such  as   CCE's
territory-specific


                                      -18-






                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



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

franchise  license  agreements,  should  be  combined into a single unit for the
purpose  of performing  impairment tests.  The EITF reached a consensus on Issue
No. 02-7   outlining  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.  CCE concluded that the provisions of EITF
02-7  require  impairment  testing of franchise license intangible assets at the
North  American  and European  group levels.  The impairment tests for franchise
license intangibles consisted of a comparison of the fair value of the franchise
license  intangibles  with  their  carrying  amounts.  The  fair  value  of  the
franchise  license intangibles exceeded their carrying amount, and no impairment
loss  was  recognized.  If  the carrying amount had exceeded the fair value, FAS
142  would  require  CCE  to  recognize an impairment loss in an amount equal to
that excess.

The  fair  values  of  the  franchise  license  intangibles  in  each group were
determined using discounted cash flow models similar to those used internally by
CCE  for  evaluating  acquisitions;  comparisons to estimated market values were
also made.  These discounted cash flow models 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 CCE's weighted average cost of capital.
A  weighted  average  cost  of  capital of approximately 7 percent was utilized.
Growth rates used included approximately 3 percent consolidated volume growth, 2
percent consolidated revenue and cost of sales per case growth and approximately
5 percent  consolidated  administrative  expense growth, with differing rates in
our  North  American  and  European  groups.  Changes in these assumptions could
materially impact the fair value estimates.

Initial  goodwill  impairment  testing  at  the  reporting  unit  level was also
completed in  the  first  quarter of 2002. Using the guidelines in SFAS 142, CCE
determined  that  its  reporting units are its groups, North America and Europe.
As  discussed  above,  goodwill  has  been  recognized  since July 2001 only, as
required  by SFAS 141.  As a result, CCE's goodwill is entirely contained in the
North  American  reporting  unit.  The  first  step of CCE's impairment test for
goodwill  compared the carrying amount of the North American group with its fair
value.  The fair value of the North American reporting unit was determined using
discounted  cash  flow  models  developed  in the same manner as those discussed
previously.  The  fair  value  of  the  group  exceeded its carrying amount, and
goodwill is therefore not considered impaired.  Had the carrying amount of North
American  exceeded its fair value, a second step in the impairment test would be
required to measure the amount of impairment loss.  This  step would compare the
implied  fair  value  of  the  North American reporting unit's goodwill with the
carrying  amount  of  that  goodwill.  If the  carrying amount of reporting unit
goodwill  exceeds  the  implied fair value of goodwill, an impairment loss would
be recognized in an amount equal to that excess.

CCE provides deferred income taxes on franchise  license  intangible assets that
are not deductible for tax purposes  under FASB Statement 109,  "Accounting  for
Income  Taxes".  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


                                      -19-






                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



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

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, CCE had
approximately  $4.6 billion  of  deferred  tax liabilities provided 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.

The $6 million change in CCE's  consolidated  goodwill balance in the first nine
months of 2002 was due  entirely to  adjustments  to the value of the assets and
liabilities  acquired  in  acquisitions  completed  in  2001.  Changes  in CCE's
unamortized  franchise license  intangibles  balance in the first nine months of
2002 were due primarily to the effects of foreign currency  translations,  which
increased the balance by  approximately  $225 million,  as well as  acquisitions
completed  during the first nine months of 2002,  which  increased the franchise
license  intangible  balance by approximately $26 million.  Other changes in the
balance  (which netted to $12 million) were due to  adjustments  to the value of
assets acquired and liabilities assumed in acquisitions  completed over the last
12 months.  The ultimate goodwill and franchise license  intangibles  associated
with acquisitions completed in the last 12 months may continue to be adjusted as
the value of the assets and liabilities acquired are finalized.

On July 10, 2001,  CCE  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 recorded as treasury stock.
CCE  finalized the purchase  price  allocation  for Herb  Coca-Cola in the third
quarter of 2002.

CCE  participates  in  contractual  arrangements  with customers for pouring  or
vending  rights  in  various  locations.  The  net unamortized balance of  these
arrangements   at   September  27,  2002  totaled  approximately  $382   million
(consisting   of  gross  amounts  of  $564  million  net  of  $182  million   in
accumulated  amortization), which is included in Other Noncurrent Assets in  our
Consolidated  Balance  Sheet.  Amortization  expense  on  these  assets  totaled
approximately  $54 million in 2001. Estimated amortization expense for the  next
five  fiscal  years is as follows (in millions): 2002 - $67; 2003 - $63; 2004  -
$58; 2005 - $51; and 2006 - $44.

NOTE Q - COMMITMENTS AND CONTINGENCIES

In North  America,  CCE  purchases  PET  (plastic)  bottles  from  manufacturing
cooperatives.  CCE 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 CCE.

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



                                      -20-



                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE Q - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Under the Jumpstart  programs with TCCC,  CCE 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.  CCE  recognizes  the payments  primarily as cold drink  equipment is
placed,  through 2008, and over the period CCE has the potential  requirement to
move equipment, through 2020.

Under the programs,  CCE 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 CCE 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 CCE believes the  probability  of a
partial  refund of  amounts  previously  paid under the  program is remote.  CCE
believes it would in all cases resolve any matters that might arise with TCCC.

CCE'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 CCE's subsidiaries,  including  subsidiaries in
Canada and France,  that may not be resolved for many years. CCE 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.  CCE 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 (Kmart) filed for bankruptcy  protection.  At
the date of filing CCE had  approximately  $20 million in trade receivables from
Kmart.  In  first-quarter  2002,  we recognized  the  potential  losses on these
accounts  receivable  by charging  the  amounts,  net of  estimated  recoverable
portions,  against  the  reserve  for  doubtful  accounts.  We  believe  the net
receivable  after write-off will be collected.  We are also exposed to losses on
possible preference action claims for amounts paid to us prior to the filing. It
is not  possible to predict the ultimate  amount of losses to us, if any,  which
might result from preference claims.

CCE 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. CCE 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 CCE when it might reach any conclusions.



                                      -21-




                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE Q - COMMITMENTS AND CONTINGENCIES (CONTINUED)

CCE'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.

CCE 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,  CCE  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  CCE  and  TCCC  engaged  in  unfair marketing practices. CCE  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
CCE's  appeal in this matter or the ultimate costs under all of the  complaints.

CCE 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 CCE's financial
position, results of operations, or liquidity.


                                      -22-



PART I.  FINANCIAL INFORMATION


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

                         BUSINESS SUMMARY AND OBJECTIVES

Coca-Cola  Enterprises Inc. ("CCE") is the world's largest  marketer,  producer,
and  distributor  of  products  of The  Coca-Cola  Company  ("TCCC").  CCE  also
distributes other beverage brands in select markets. CCE 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. 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.  Based on the  progress  of the 2003  business  planning  process,  CCE
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.

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


                                      -23-


new amendment, however, brings an additional $275 million in funding to CCE 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 CCE 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-fill 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 CCE'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.

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.


                                      -24-


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.

As of January 1, 2001 CCE changed its method of  accounting  for  infrastructure
development  payments  received  from  TCCC  under  its  cold-drink  "Jumpstart"
programs.  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.  CCE participates in Jumpstart  market  development
programs with TCCC that are designed to accelerate  the  placement of cold drink
equipment in CCE's franchise territories. These programs began in 1994.

To support the accelerated  placement of equipment,  CCE received  payments from
TCCC for the development of infrastructure. Prior to this change, these payments
were recognized as an offset to operating expenses as incurred in the period for
which the payments were designated. CCE will now recognize the payments received
under  these  programs  as it meets  the  requirements  of the  programs.  These
requirements  principally  consist of equipment  placements  in CCE's  franchise
territories  as well as  potential  requirements  to move  equipment  to  ensure
sufficient  sales  volumes  are reported  during the life of the equipment.  CCE
changed to this preferred  method of  accounting  because it defers  recognition
of  cash  payments  received  to give  accounting  recognition  to the equipment
placement requirements and the potential requirement to move equipment under the
programs.

Under the new accounting method, the support payments are allocated to equipment
units based on per unit funding amounts. The amount allocated to the requirement
to place equipment is the balance remaining after determining the potential cost
of moving the equipment after placement. The amount allocated to the requirement
to place  equipment  is  recognized  as the  equipment  is  placed.  The  amount
allocated to the potential cost of moving placed equipment will be recognized on
a  straight-line  basis  over  the  12-year  in-service  requirement  under  the
agreements beginning after the equipment is placed.

The  amount  allocated  to the  potential  cost of moving  placed  equipment  is
determined based on an estimate of the units of equipment that could potentially
be moved  after 2001 and an estimate of the cost of  movement.  The  estimate of
potential move costs is based on potential moves of vending  equipment  serviced
by CCE,  which does not  include  vending  equipment  used by third  parties and
cooler equipment because movement of this equipment by CCE is not probable.

Significant  assumptions and judgments made in making the computations included:
(1) the population of equipment that could  potentially be moved,  (2) the costs
of moving  equipment,  (3) requirements of the programs that are outside routine
operations of CCE and could potentially be considered material obligations,  and
(4) the probability of the assertion of refund rights by TCCC.

CCE believes the  accounting  method as outlined  above is  consistent  with our
rights and performance obligations under the programs as it reflects the primary
obligation for equipment placements, the parties' business relationship, and our
operating practices.


                                      -25-


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

CCE'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.  Great Britain contributed  approximately 51% of European revenues
for the third quarter of 2002.

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 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.  All  per case amounts are calculated based on  physical
cases.  Net  price  per  case is impacted by the price charged per package,  the
volume  generated in each package, and the channels in which those packages  are
sold.  To  the  extent we are able to increase volume in higher margin  packages
that  are sold through higher margin channels, our bottle and can net price  per
case  will  increase,  without  an  actual increase to wholesale pricing. As  an
example,  we  typically  charge  a lower net price per case and realize a  lower
gross  profit  per  case  on  a  physical  case  of  12-ounce  cans  sold  in  a
supermarket  than a case of 20-ounce bottles sold in convenience stores.

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.

CCE participates in various programs and arrangements with customers designed to
increase  the  sale  of  our  products  by  these customers. Among the  programs
negotiated with customers are arrangements in which allowances can be earned  by
the  customer  for  attaining agreed upon sales levels and/or for  participating
in   specific   marketing   programs.  CCE  also  participates  in   contractual
arrangements for pouring or vending rights in specific athletic venues, specific
school


                                      -26-


districts, or other locations.  Coupon programs and under-the-cap promotions are
also developed on a territory specific basis with the intent of increasing sales
by all customers. The cost of these various programs,  included as deductions in
net operating revenues,  totaled approximately $445 million and $366 million for
the quarters ended September 27, 2002 and September 28, 2001, respectively,  and
$1,232 million and $1,030 million for the nine months ended  September 27, 2002,
and September 28, 2001, respectively. The increase in the cost of these programs
is due to volume increases as well as the change in our relationship  with TCCC.
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. We believe our participation in these programs
is essential to ensuring  continued volume and revenue growth in the competitive
marketplace.

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 and  comparable
third-quarter 2001 net


                                      -27-


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.

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


For the first  nine  months of 2002,  our  restructuring  accrual  decreased  by
approximately  $19  million,  due to  expenditures  for  benefits  totaling  $21
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 eliminating  refillable bottles for products  produced.  The
elimination  of  refillable   bottles  in  Great  Britain  will  result  in  the
elimination of approximately 100 positions.

CCE 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,  CCE implemented  Financial
Accounting Standards Board Statement 142, "Goodwill and Other Intangible Assets"
("FAS 142").  Under FAS 142,  CCE 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 CCE beginning  January 1,
2002, and requires certain selling expenses  incurred by CCE to be classified as
deductions  from revenue.  Comparable  amounts in prior years are required to be
reclassified  in  accordance  with  this  EITF   consensus.   CCE   reclassified
approximately $26 million and $72 million of selling expenses as deductions in


                                      -28-


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.  CCE 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, CCE 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 CCE was
adequately reserved for these losses.

Depreciation  expense  increased  approximately  $46  million  in the first nine
months of 2002 as compared to the first nine months of 2001.  Approximately  $35
million of this  increase was included in selling,  delivery and  administrative
expenses, with the balance included in cost of sales.  Approximately $23 million
of the total  increase  is due to  depreciation  of assets  acquired in the Herb
acquisition,  with the remaining increase due to increased capital  expenditures
in recent years.

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

CCE'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.  CCE'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.


                                      -29-




TRANSACTIONS WITH THE COCA-COLA COMPANY

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

In the third  quarter of 2002 CCE  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,  CCE  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.  CCE expects
to recognize  approximately  $70 million to $75 million in Jumpstart funding for
full-year 2002.

Payments  recognized  under the  Jumpstart  programs  with TCCC are  included in
"Operating  expense support payments" above.  Under the Jumpstart  programs with
TCCC,  CCE 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.  CCE  recognizes  the
payments primarily as cold drink


                                      -30-


equipment is placed,  through  2008,  and over the period CCE has the  potential
requirement to move equipment, through 2020.

Under the Jumpstart  programs,  CCE 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  CCE 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 CCE believes the
probability of a partial refund of amounts  previously paid under the program is
remote.  CCE believes it would in all cases resolve any matters that might arise
with TCCC.

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 CCE's 2001 net
income.  The  impact  of this  shift  on 2002 and  future  operating  income  is
dependent upon the level of CTM spending by CCE.

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.  Payments  recognized  under the SGI agreement are included in
"Direct  marketing  support"  above. Total cash support expected to be  received
by CCE 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  Unit Case  (defined  as an 192 ounce  equivalent
unit) 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,  shortfall  in Europe was more than
offset by an excess growth  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,  CCE 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


                                      -31-


quarter. Upon such quarterly cancellation, all other provisions of the agreement
will remain in full force and effect.

Volume  growth  funding is advanced to CCE equally over the four quarters of the
program  year  within  thirty  days after the  beginning  of each  quarter.  CCE
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,  CCE recognized the 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 CCE
not attain the  specified  minimum  sales  volume  growth  targets  and upon the
failure of performance by either party in specified circumstances.  Accordingly,
should CCE 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.


                         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  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, CCE'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, CCE made  additional  payments on
maturing debt totaling approximately $859 million. Our primary


                                      -32-


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

Under the programs,  CCE 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 CCE 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 CCE believes the  probability  of a
partial


                                      -33-



refund of amounts  previously paid under the program is remote.  CCE believes it
would in all cases resolve any matters that might arise with TCCC.

CCE'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 CCE's subsidiaries,  including  subsidiaries in
Canada and France,  that may not be resolved for many years. CCE 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.  CCE 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 (Kmart) filed for bankruptcy  protection.  At
the date of filing CCE had  approximately  $20 million in trade receivables from
Kmart.  In  first-quarter  2002,  we recognized  the  potential  losses on these
accounts  receivable  by charging  the  amounts,  net of  estimated  recoverable
portions,  against  the  reserve  for  doubtful  accounts.  We  believe  the net
receivable  after write-off will be collected.  We are also exposed to losses on
possible preference action claims for amounts paid to us prior to the filing. It
is not  possible to predict the ultimate  amount of losses to us, if any,  which
might result from preference claims.

CCE 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. CCE 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 CCE when it might reach any conclusions.

CCE'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.

CCE 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,  CCE  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  CCE  and TCCC engaged in unfair marketing practices.  CCE
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 CCE'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 CCE's involvement or liability as a potentially  responsible party ("PRP")
was unresolved.  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  CCE  either had no  responsibility,  the
ultimate liability amounts would be less than $100,000, or payments made to date
by CCE would be sufficient to satisfy CCE's liability.


                                      -34-


CCE 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 CCE'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, CCE 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 2001 results on a historical basis do not
reflect  the  amortization  provisions  of FAS 142.  Had CCE  adopted FAS 142 on
January 1, 2001,  the  historical  net income  (loss) and basic and  diluted net
income  (loss) per common share would have been changed to the adjusted  amounts
in the following table:

                              AS REPORTED       ADD:        INCOME
                               HISTORICAL    FRANCHISE       TAX       ADJUSTED
                                 BASIS      AMORTIZATION    IMPACT      BALANCE
-------------------------------------------------------------------------------
THREE MONTHS ENDED
SEPTEMBER 28, 2001:
-------------------------------------------------------------------------------
  Net income (loss)             $   11         $  98       $  (36)       $   73
  Basic and diluted net
   income (loss) per basic
   common share                 $ 0.02         $0.22       $(0.08)       $ 0.16
-------------------------------------------------------------------------------
NINE MONTHS ENDED
SEPTEMBER 28, 2001:
-------------------------------------------------------------------------------
  Net income (loss)             $ (285)        $ 293       $ (107)       $   99
  Basic and diluted net
   income (loss)
   per basic
   common share                 $(0.67)        $0.69       $(0.25)       $(0.23)
-------------------------------------------------------------------------------

CCE  makes  acquisitions  to  expand  its  franchise  territories.  Prior to the
adoption of FAS 141,  CCE assigned  all costs of  acquisitions  in excess of the
value of tangible net assets acquired to franchise intangible assets and none to
goodwill.  FAS 141 specifically  defines goodwill and provides criteria to apply
in  recognizing  other  intangible  assets.  Under the  definitions  of goodwill
outlined in FAS 141,  the cost of an  acquisition  relating to the fair value of
expected  synergies is "core  goodwill".  As a result of the new  definition and
criteria,  effective  with the adoption of FAS 141 and  beginning  with the Herb
acquisition in July 2001, CCE assigns the cost of  acquisitions in excess of the
value of tangible  net assets  acquired to  franchise  license  intangibles  and
goodwill as determined  using  discounted  cash flow models.  Specifically,  CCE
includes  values paid  for synergies in goodwill.  Goodwill  amounts also result
through the establishment of deferred tax  liabilities associated with franchise
license intangibles  that are not  deductible  for tax purposes.  The transition
provisions of FAS 141  prohibit CCE from changing amounts assigned to assets and
liabilities assumed in business combinations prior to July 1, 2001.

Franchise agreements contain performance requirements and convey to the licensee
the  rights  to  distribute  and sell products of the licensor within  specified
territories. The majority of CCE's domestic cola franchise agreements with  TCCC
do not expire, reflecting a long and ongoing relationship. CCE's agreements with
TCCC covering its United States non-cola and European and Canadian


                                      -35-



operations are periodically renewable. TCCC does not grant perpetual  franchise
rights  outside the United States. However, these agreements can be renewed  at
no cost for varying additional terms at CCE's request. CCE believes and expects
these  and  other  renewable  franchisor  agreements  will  be renewed at  each
expiration  date.  After  consideration of the renewal factors and our mutually
beneficial  relationship  with  The  Coca-Cola  Company, all franchise  license
intangible assets have been assigned an indefinite life.

CCE  completed  initial impairment tests on franchise license intangibles  with
indefinite  lives in the first quarter of 2002. CCE's completion of  impairment
analyses  was  directly impacted by an Emerging Issues Task Force (EITF)  issue
resolved  in  early 2002. EITF Issue No. 02-7, "Unit of Accounting for  Testing
Impairment of Indefinite-Lived Intangible Assets" addressed the topic of  when,
if  ever,  different indefinite-lived assets, such as CCE's  territory-specific
franchise  license  agreements,  should be combined into a single unit for  the
purpose  of performing impairment tests. The EITF reached a consensus on  Issue
No.  02-7  outlining 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. CCE concluded that the provisions of  EITF
02-7  require  impairment  testing  of  franchise license intangible assets  at
the  North  American  and  European  group  levels.  The  impairment  tests for
franchise  license  intangibles  consisted of a comparison of the fair value of
the franchise license intangibles with their carrying  amounts.  The fair value
of the franchise license intangibles  exceeded  their  carrying  amount, and no
impairment  loss  was recognized.  If the carrying amount had exceeded the fair
value,  FAS 142  would require CCE to recognize an impairment loss in an amount
equal to that excess.

The  fair  values  of  the  franchise  license  intangibles in each group  were
determined  using discounted cash flow models similar to those used  internally
by CCE for evaluating acquisitions; comparisons to estimated market values were
also made. These discounted cash flow models 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  CCE's  weighted average cost  of
capital.  A  weighted  average  cost of capital of approximately 7 percent  was
utilized.  Growth  rates  used  included  approximately 3 percent  consolidated
volume growth, 2 percent consolidated revenue and cost of sales per case growth
and  approximately  5 percent consolidated administrative expense growth,  with
differing  rates  in  our North American and European groups. Changes in  these
assumptions could materially impact the fair value estimates.

Initial  goodwill  impairment  testing  at  the  reporting unit level was  also
completed  in the first quarter of 2002. Using the guidelines in SFAS 142,  CCE
determined  that its reporting units are its groups, North America and  Europe.
As  discussed  above,  goodwill  has  been recognized since July 2001 only,  as
required by SFAS 141. As a result, CCE's goodwill is entirely contained in  the
North  American  reporting  unit.  The first step of CCE's impairment test  for
goodwill  compared  the  carrying  amount of the North American group with  its
fair value. The fair value of the North American reporting unit was  determined
using  discounted  cash  flow  models  developed  in  the same manner as  those
discussed previously. The fair value of the group exceeded its carrying amount,
and  goodwill is therefore not considered impaired. Had the carrying amount  of
North  America  exceeded  its fair value, a second step in the impairment  test
would  be  required  to measure the amount of impairment loss. This step  would
compare the implied fair value of the


                                      -36-


North  American  reporting  unit's  goodwill  with  the  carrying amount of that
goodwill.  If the carrying amount of reporting unit goodwill exceeds the implied
fair  value  of  goodwill,  an  impairment loss would be recognized in an amount
equal to that excess.

CCE provides deferred income taxes on franchise  license  intangible assets that
are not deductible for tax purposes  under FASB Statement 109,  "Accounting  for
Income  Taxes".  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, CCE had
approximately  $4.6  billion of deferred tax  liabilities  provided 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.

The $6 million change in CCE's  consolidated  goodwill balance in the first nine
months of 2002 was due  entirely to  adjustments  to the value of the assets and
liabilities  acquired  in  acquisitions  completed  in  2001.  Changes  in CCE's
unamortized  franchise license  intangibles  balance in the first nine months of
2002 were due primarily to the effects of foreign currency  translations,  which
increased the balance by  approximately  $225 million,  as well as  acquisitions
completed  during the first nine months of 2002,  which  increased the franchise
license  intangible  balance by approximately $26 million.  Other changes in the
balance  (which netted to $12 million) were due to  adjustments  to the value of
assets acquired and liabilities assumed in acquisitions  completed over the last
12 months.  The ultimate goodwill and franchise license  intangibles  associated
with acquisitions completed in the last 12 months may continue to be adjusted as
the value of the assets and liabilities acquired are finalized.

On July 10, 2001,  CCE  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 recorded as treasury stock.
CCE  finalized the purchase  price  allocation  for Herb  Coca-Cola in the third
quarter of 2002.

CCE  participates  in  contractual  arrangements  with  customers  for  pouring
or  vending  rights in various locations. The net unamortized balance of  these
arrangements   at  September  27,  2002  totaled  approximately  $382   million
(consisting  of  gross  amounts  of  $564  million  net  of  $182  million   in
accumulated amortization), which is included in Other Noncurrent Assets in  our
Consolidated  Balance  Sheet.  Amortization  expense  on  these assets  totaled
approximately $54 million in 2001. Estimated amortization expense for the  next
five  fiscal years is as follows (in millions): 2002 - $67; 2003 - $63; 2004  -
$58; 2005 - $51; and 2006 - $44.


                                      -37-


                              CAUTIONARY STATEMENTS

Certain  expectations  and  projections  regarding  future  performance  of  CCE
referenced in this report are forward-looking statements. These expectations and
projections  are  based  on  currently  available  competitive,  financial,  and
economic data, along with CCE'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  investigation,  material changes in assumptions
and CCE'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 CCE'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
CCE's  disclosure  controls  and  procedures,  as of September  27,  2002.  This
evaluation was conducted  under the supervision  and with the  participation  of
CCE's management,  including its Chief Executive Officer and its Chief Financial
Officer.  Based on that evaluation,  CCE's Chief Executive Officer and its Chief
Financial Officer  concluded that CCE's disclosure  controls and procedures were
effective as of September 27, 2002.  There have been no  significant  changes in
CCE's  internal  controls or in other  factors that could  significantly  affect
internal controls subsequent to September 27, 2002.


                                      -38-



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     Filed Herewith
          October 15, 2002

  10.1    Sweetener Sales Agreement - Bottler,       Filed Herewith
          dated October 15, 2002

  10.2    Amendment to Employment Agreement          Filed Herewith
          between Coca-Cola Enterprises and
          Summerfield K. Johnston, Jr., dated
          April 26, 2002

  10.3    Consulting Agreement between Coca-Cola     Filed Herewith
          Enterprises and Jean-Claude Killy,
          dated October 31, 2002

  10.4    Separation Summary for Michael P.          Filed Herewith
          Coghlan

  12      Statements regarding computations          Filed Herewith
          of ratios

(b) Reports on Form 8-K:

During third-quarter 2002, CCE 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 CCE's  4.375%  Notes
                            due 2009; Form of the  4.375% Notes due 2009.


                                      -39-



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: January 24, 2003        /s/ Patrick J. Mannelly
                              -------------------------------------------------
                              Patrick J. Mannelly
                              Senior Vice President and Chief Financial Officer




Date: January 24, 2003        /s/ Rick L. Engum
                              -------------------------------------------------
                              Rick L. Engum
                              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;


                                      -40-


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

         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:    January 24, 2003                            /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;



                                      -41-

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

         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: January 24, 2003         /s/ Patrick J. Mannelly
                               -------------------------------------------------
                               Patrick J. Mannelly
                               Senior Vice President and Chief Financial Officer



                                      -42-