4

SEC Form 4

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

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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person^* Engum, Rick     L. (Last)                      (First)                      (Middle) Suite 700 2500 Windy Ridge Parkway (Street) Atlanta, GA     30339 (City)                      (State)                      (Zip) U.S. 2. Issuer Name and Ticker
    or Trading Symbol
Coca-Cola Enterprises Inc.   CCE 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary) 4. Statement for
    (Month/Day/Year)
    December 17, 2002
5. If Amendment,
    Date of Original
    (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
                        Director                           10% Owner            X          Officer                             Other
Officer/Other Description           Vice President, Controller and Principal Accounting Officer 7. Individual or Joint/Group
    Filing (Check Applicable Line)
X   Individual Filing       Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security     (Instr. 3)	2. Transaction Date     (Month/Day/Year)	3. Transaction     Code     and     Voluntary     Code     (Instr. 8) Code  |  V	4. Securities Acquired (A) or Disposed (D) Of     (Instr. 3, 4, and 5)         Amount      |         A/D         |         Price	5. Amount of     Securities     Beneficially     Owned at     End ofMonth     (Instr. 3 and 4)	6. Owner-     ship     Form:     Direct(D)     or     Indirect (I)     (Instr. 4)	7. Nature of      Indirect      Beneficial      Ownership     (Instr. 4)
Common Stock	12/17/2002 (1)	A |	10,000   |           A           |	24,180	D
Common Stock				31	I	By Custodian For Child
Common Stock				42,933	I	By 401(k) and Supplemental 401(k)

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

(over)
SEC 1474 (3-99)

Engum, Rick L. - December 17, 2002

Form 4 (continued)

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security 3. Transaction
    Date

    (Month/
    Day/
    Year) 4. Transaction
    Code
    and
    Voluntary (V)
    Code
    (Instr.8)


Code | V     5. Number of Derivative
    Securities Acquired (A)
    or Disposed (D) Of

    (Instr. 3,4 and 5) 6. Date Exercisable(DE) and
    Expiration Date(ED)
    (Month/Day/Year)




  (DE)     |     (ED)   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
    at End of
    Month
    (Instr.4) 10.
Owner-
ship
Form of
Deriv-
ative
Security:
Direct
(D)
or
Indirect
(I) 11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
        See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:   File three copies of this Form, one of which must be manually signed. If space is insufficient,
            See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number. E. LISTON BISHOP III, ATTORNEY-IN-FACT FOR
RICK L. ENGUM
________________________________            12-18-2002    
** Signature of Reporting Person                         Date



Page 2
SEC 1474 (3-99)

Engum, Rick L. - December 17, 2002

Form 4 (continued)

FOOTNOTE Descriptions for Coca-Cola Enterprises Inc. CCE

Form 4 - December 17, 2002

Rick L. Engum
Suite 700
2500 Windy Ridge Parkway
Atlanta, GA 30339

Explanation of responses:

(1)   2003 Restricted Stock Award

Page 3

EX-99.16 PWR OF ATTY

POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS THAT I, Rick L. Engum, a Section 16 reporting person of Coca-Cola Enterprises Inc., a Delaware corporation (the “Company”), do hereby appoint John R. Parker, Jr., E. Liston Bishop III, Terri L. Purcell and Gray McCalley, Jr., and each of them, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, as follows:

(1) to execute for me and on my behalf in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Act”) any and all of the following: any Initial Statement of Beneficial Ownership of Securities on Form 3, any Statement of Changes in Beneficial Ownership of Securities on Form 4, any Annual Statement of Beneficial Ownership of Securities on Form 5, any additional forms which may be promulgated pursuant to Section 16 of the Act or the rules thereunder, and any amendments thereto, in connection with my transactions in shares of Common Stock, $1 par value, of the Company or any derivative securities with respect thereto;

(2) to do and perform any and all acts for me and on my behalf which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such Form with the United States Securities and Exchange Commission and the New York Stock Exchange and any other authority; and

(3) to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

        I hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully in all respects as I could do personally, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

        I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming any of my responsibilities to comply with Section 16 of the Act.

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Secretary of the Company.

        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 2nd day of December, 2002.

S/ RICK L. ENGUM [SEAL]