SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   March 7, 2005

COCA-COLA ENTERPRISES INC.
(Exact name of registrant as specified in its charter)

 

2500 Windy Ridge Parkway, Atlanta, Georgia 30339
(Address of principal executive offices, including zip code)

(770) 989-3000
(Registrant's telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Page 1
Exhibit Index Page 4

---

Item 8.01  Other Events

The Company issued a press release on March 7, 2005, announcing that it recommends rejection of a below-market "mini-tender" offer from TRC Capital Corporation.  The press release is attached as Exhibit 99.

Item 9.01  Financial Statements and Exhibits

(c)  Exhibits

       99    Press Release dated March 7, 2005

 

 

 

 

 

Page 2

---

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

SIGNATURE

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 hereunto duly authorized.

	COCA-COLA ENTERPRISES INC.                        (Registrant)
Date: March 7, 2005	By:  /S/ E. LISTOP BISHOP III                   E. Liston Bishop III Vice President, Secretary, and Deputy General Counsel

Page 3

---

EXHIBIT INDEX

 

99	Press Release issued March 7, 2005

Page 4