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

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

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1. Name and Address of Reporting Person * ALM JOHN R   2. Issuer Name and Ticker or Trading Symbol COCA COLA ENTERPRISES INC [CCE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) SUITE 700, 2500 WINDY RIDGE PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 12/30/2004 (Street) ATLANTA, GA 30339 4. If Amendment, Date Original Filed(Month/Day/Year) 12/30/2004 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/26/2004   G V 2,500 D $ 0 817,938 D   Common Stock 12/30/2004   M   16,093 A $ 5.9584 834,031 D   Common Stock 12/30/2004   F   16,093 D $ 5.9584 817,938 D   Common Stock               10,775 I By Spouse Common Stock               99,648 I By 401(k) and Supplemental 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

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

4. Transaction Code (Instr. 8)

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

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

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

8. Price of Derivative Security (Instr. 5)

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

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

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Share Units-Deferred Stock Options

(1)

12/30/2004

J(2)

39,707

(2)

(2)

Common Stock

39,707

$ 0

39,707

D

1995 Stock Option Plan

$ 5.9584

12/30/2004

M

55,800

01/03/1996

01/03/2005

Common Stock

55,800

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ALM JOHN R SUITE 700 2500 WINDY RIDGE PARKWAY ATLANTA, GA 30339	X		President & CEO

Signatures

By: E. Liston Bishop III, Attorney-in-Fact		01/20/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	1 for 1
(2)	Pursuant to an election made at least six months prior to the transaction, the reporting person: (a) exercised options to acquire shares of common stock, and (b) deferred the receipt of such shares of common stock until after retirement. The exercise price was deemed to have been paid based on an attestation by the reporting person that he owned shares with an aggregate market price at least equal to the exercise price. The number of shares realized upon exercise of the option was reduced by that number of shares having a market value at the exercise date equal to the exercise price.
Remarks: Amended to correct number of options exercised and number of phantom share Units Deferred.  The numbers were transposed in the original filing.

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