EXHIBIT 4.02




UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. 



COCA-COLA ENTERPRISES INC.

4.250% NOTES DUE 2010

	R-1	 $250,000,000.00

    (Principal Amount)
	REGISTERED GLOBAL SECURITY	CUSIP:  191219BP8


 


        COCA-COLA
ENTERPRISES INC., a corporation duly organized and existing under the laws of the State of
Delaware (the “Company”), which term includes any successor corporation under
the Indenture referred to herein), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, upon presentation, the principal sum of Two Hundred
Fifty Million Dollars ($250,000,000.00) on September 15, 2010 (the “Maturity
Date”) in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and to pay
interest thereon, in like coin or currency, at a rate of 4.250% per annum, computed on the
basis of a 360-day year consisting of twelve 30-day months, until the principal hereof is
paid or duly made available for payment, semiannually in arrears on March 15 and
September 15 (each an “Interest Payment Date”) in each year commencing on
March 15, 2004, to the registered holder of this Note (the “Holder”) as of the
close of business on the Regular Record Date for such interest payment, which shall be the
March 1 and September 1 next preceding such Interest Payment Date, and on the Maturity
Date shown above. Interest on this Note will accrue from the most recent Interest Payment
Date to which interest has been paid or duly provided for or, if no interest has been
paid, from September 29, 2003, until the principal hereof has been paid or duly made
available for payment. If the Maturity Date or an Interest Payment Date falls on a day
which is not a Business Day, as defined below, principal or interest payable with respect
to such Maturity Date or Interest Payment Date, as the case may be, will be paid on the
next succeeding Business Day with the same force and effect as if made on such Maturity
Date or Interest Payment Date, as the case may be, and no interest shall accrue on the
amount so payable for the period from and after such Maturity Date or Interest Payment
Date. The interest so payable and punctually paid or duly provided for on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture (as defined
below), be paid to the Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the Regular Record Date for such interest
payment; provided, however, that interest payable on the Maturity Date will be payable to
the Person to whom the principal hereof is payable. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid to the Persons, and on the notice, as is provided in
the Indenture. As used herein, “Business Day” means any day, other than a
Saturday or Sunday, on which banks in the City of New York are not required or authorized
by law to close. 



        Payment
of the principal of and interest on this Note will be made by wire transfer in immediately
available funds to an account maintained by DTC for such purpose. 



        The
Notes will be redeemable as a whole or in part, at the option of the Company, on no less
than 30 or more than 60 days’ notice mailed to Holders of the Notes to be redeemed,
at any time at a redemption price equal to the greater of (i) 100% of the principal amount
of the Notes to be redeemed and (ii) the sum of the present values of the Remaining
Scheduled Payments thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus
12.5 basis points, together in either case with accrued interest on the principal amount
being redeemed to the date of redemption. 



        “Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity (computed as of the second Business Day
immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date. 



        “Comparable
Treasury Issue” means the United States Treasury security selected by an Independent
Investment Banker that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes. 



        “Independent
Investment Banker” means any of the Reference Treasury Dealers appointed by the
Company. 



        “Comparable
Treasury Price” means, with respect to any redemption date (a) the average of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) on the third Business Day preceding such redemption date, as set
forth in the daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S.
Government Securities” or (b) if such release (or any successor release) is not
published or does not contain such prices on such Business Day (1) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest of such Reference Dealer Quotations, or (2) if fewer than four such Reference
Treasury Dealer Quotations are obtained, the average of all such Quotations. 



        “Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and
any redemption date, the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in writing
by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third
Business Day preceding such redemption date. 



        “Reference
Treasury Dealer” means each of Banc of America Securities LLC, Citigroup Global
Markets Inc. and Deutsche Bank Securities Inc. and their respective successors and any
other nationally recognized investment banking firm that is a primary U.S. Government
securities dealer in New York City (a “Primary Treasury Dealer”) appointed from
time to time by the Company; provided that if any of the foregoing shall cease to be a
Primary Treasury Dealer, the Company shall substitute for such entity another nationally
recognized investment banking firm that is a Primary Treasury Dealer. 



        “Remaining
Scheduled Payments” means, with respect to each Note to be redeemed, the remaining
scheduled payments of the principal thereof and interest thereon that would be due after
the related redemption date but for such redemption; provided, however, that, if such
redemption date is not an interest payment date with respect to such Note, the amount of
the next succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date. On and after the redemption date,
interest will cease to accrue on the Notes called for redemption. On or before any
redemption date, the Company shall deposit with a paying agent (or the Trustee) money
sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed
on such date. 



        On
and after the redemption date, interest will cease to accrue on the Notes called for
redemption. On or before any redemption date, the Company shall deposit with a paying
agent (or the Trustee) money sufficient to pay the redemption price of and accrued
interest on the Notes to be redeemed on such date. 



        This
Note is one of a duly authorized issue of securities (hereinafter called the
“Securities”) of the Company issued and to be issued under an Indenture dated as
of July 30, 1991, as amended and supplemented by the First Supplemental Indenture dated as
of January 29, 1992 (collectively, the “Indenture”), between the Company and
JPMorgan Chase Bank, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), to which the Indenture and all
indentures supplemental thereto and the Officers’ Certificate setting forth the terms
of this series of Securities reference is hereby made for a statement of the respective
rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee
and the Holders and the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series of Securities designated as “4.250% Notes
due 2010” (the “Notes”). The Indenture does not limit the aggregate
principal amount of Securities that may be issued thereunder. 



        If
an Event of Default, as defined in the Indenture, with respect to the Notes shall occur
and be continuing, the principal amount hereof may be declared, and upon such declaration
shall be due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture. 



        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series under the Indenture to be affected at any time by
the Company and the Trustee with the consent of the Holders of 66 2/3% in aggregate
principal amount of the Outstanding Securities of each series under the Indenture affected
thereby. The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Securities of each series under the
Indenture, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture or such Securities and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note. 



        No
reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Note at the times, places, and rate, and in the coin
or currency, herein prescribed. 



        As
provided in the Indenture, and subject to certain limitations therein set forth, the
transfer of this Note may be registered on the Security Register of the Company upon
surrender of this Note for registration of transfer at the office or agency of the Company
in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Notes of this series having the same terms as this
Note, of authorized denominations, having the same terms and conditions and for the same
aggregate principal amount, will be issued to the designated transferee or transferees. 



        The
Notes are issuable only in registered form without coupons in denominations of $1,000 and
whole multiples of $1,000. As provided in the Indenture, and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of this series having the same terms as this Note of a different
authorized denomination, as requested by the Holder surrendering the same. 



        No
service charge will be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. 



        Prior
to due presentment of this Note for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary. 



        THE
INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED IN SUCH STATE. 



        All
terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture and all references in the Indenture to
“Security” or “Securities” shall be deemed to include the Notes. 



        Unless
the certificate of authentication hereon has been executed by JPMorgan Chase Bank, the
Trustee under the Indenture, or its successor thereunder, by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose. 



        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or
in facsimile, and a facsimile of its corporate seal to be imprinted hereon.




  
    
      
        
          
COCA-COLA ENTERPRISES INC.


By:________________________________
Name:
  Vicki R. Palmer
Title:      Senior Vice President and Treasurer


          

        

      

    

  





Attest: 



By:____________________________
Name:  E. Liston Bishop III

Title:    Vice President and Secretary



[SEAL] 









Date: 

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION: 



This is one of the Securities of the
series designated therein referred to in the within-mentioned Indenture. 



JPMORGAN CHASE BANK 
as Trustee, 



By:
_____________________________
Name:
Title:






ASSIGNMENT FORM 



To assign this Note, fill in the form
below: 



I or we assign and transfer this Note to 




___________________________________________________________________________________________________________________________

(Print or type assignee’s name,
address and zip code) 




___________________________________________________________________________________________________________________________



___________________________________________________________________________________________________________________________

Insert assignee's soc. sec. or tax I.D. no.)



and irrevocably appoint
___________________________________________________________________________________________________________________________

agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him. 





 Dated:____________________                                ______________________________


     

                                                                         ______________________________




NOTICE: The signature to this
assignment must correspond with the name as it appears on the first page of the within
Note in every particular, without alteration or enlargement or any change whatever and
must be guaranteed by a commercial bank or trust company having its principal office or a
correspondent in the City of New York or by a member broker of the New York, Midwest or
Pacific Stock Exchange.