Item 8.01 Other Events.

On May 6, 2009, Coca-Cola Enterprises Inc. completed an offering of $300,000,000 aggregate principal amount of 4.25% Notes due 2015 (the "Notes"). The Notes will form a single series with the $250,000,000 of 4.25% Notes due 2015 issued on February 20, 2009. Copies of the form of Notes and the tax opinion of Shearman & Sterling LLP dated May 6, 2009 provided in connection with the offering of the Notes are attached hereto as Exhibits 4.1 and 8.1, respectively.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

4.1 Form of 4.25% Notes due 2015.

8.1 Tax Opinion dated May 6, 2009 of Shearman & Sterling LLP.

23.1 Consent of Shearman & Sterling LLP (included in Exhibit 8.1).

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