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SEC Response Letter

 [Cahill Gordon & Reindel LLP Letterhead]

(212) 701-3000

 January 28, 2016

 VIA EDGAR TRANSMISSION

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Coca-Cola European Partners Limited

Amendment No. 1 to Registration Statement on Form F-4 (File No. 333-208556)

 Ladies and
Gentlemen:

 On behalf of Coca-Cola European Partners Limited (“Orange”), we submit this letter in response to the comments
and requests for additional information contained in the letter (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated January 11, 2016 related to the above-referenced Registration Statement on Form F-4 (the “Registration Statement”), filed on December 15, 2015.

Orange has revised the Registration Statement in response to the Comment Letter and is concurrently filing via EDGAR an amended registration
statement on Form F-4 (the “Amended Registration Statement”) that reflects these revisions and generally updates the information contained therein.

For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter and set forth below each such comment
is Orange’s response. Unless the context otherwise requires, all references to page numbers in the responses to the Staff’s comments correspond to the pages in the Amended Registration Statement. All terms used but not defined herein have
the meanings assigned to such terms in the Amended Registration Statement.

 We are available at your convenience to discuss any comments
or questions. Thank you in advance for your consideration.

 Coca-Cola European Partners Limited

January 28, 2016

  Page
 2

 Unaudited Financial Projections…, page 75

1.
We note the statements on page 76 restricting reliance on the financial projections by investors, including the statement that the financial projections should not be relied upon, should not be regarded as a
representation and that no entity warrants or has warranted their accuracy or reliability. While it may be acceptable to include qualifying language explaining the assumptions and estimates that form the basis for projections, and subsequent changes
to such assumptions, it is inappropriate to tell shareholders not to rely on the disclosure. Please revise.

Response

 In
response to the Staff’s comment, Orange has deleted the sentences on page 76 restricting reliance on the financial projections by investors, and the statements that the financial projections should not be relied upon, should not be regarded as
a representation and that no entity warrants or has warranted their accuracy or reliability.

 The Master Agreement

Net Financial Position, page 103

2.
The disclosure on page 103 appears to indicate that the purchase prices for Black and Olive could change from that reflected in the pro forma financial information included on pages 168 through 184 of the filing as a
result of changes in the working capital of Black and Olive. Please revise the notes to the pro forma financial information to describe how the purchases prices for Black and Olive could be subject to change as a result of these working capital
provisions of the Master Agreement. Refer to the guidance outlined in Rule 11-02(b)(8) of Regulation S-X.

Response:

In response to the Staff’s comment, Orange has revised the notes to the pro forma financial information on pages 167 and 177 to describe
the adjustment to the equity allocation percentages of Olive HoldCo, Red and CCE Shareholders based upon their respective closing net financial position (which includes calculations of working capital). These descriptions, as modified, contain a
cross-reference to the discussion of the adjustment mechanism in the section summarizing the Master Agreement.

 Selected Historical Consolidated
Financial Information of CCE, page 126

3.
If the financial information for the nine month periods ended October 3, 2015 and September 26, 2014 presented for CCE are unaudited, please label them accordingly. Also label the information as unaudited
for Olive and Black on pages 128 and 129, as applicable.

 Response:

In response to the Staff’s comment, Orange has revised its disclosure on pages 125, 127 and 128 to label the financial information as
suggested.

 Unaudited Pro Forma Condensed Combined Financial Information of Orange, page 163

4.
 You disclose on page 163 that upon completing the transaction, the basis of accounting for Orange will be IFRS as adopted by the European Union.
However, on page 13 you disclose that

 Coca-Cola European Partners Limited

January 28, 2016

  Page
 3

Orange will prepare its consolidated financial statements in accordance with IFRS as adopted by the IASB. Please clarify on page 163 whether you will use IFRS as adopted by the European Union
or as adopted by the IASB for US reporting purposes. If you will use IFRS as adopted by the European Union for all reporting purposes, please revise the notes to the pro forma financial information to disclose any differences between IFRS as adopted
by the European Union and IFRS as published by the IASB that are expected to exist with respect to Orange financial statements following the transactions. Alternatively you may disclose these standards are substantially similar. See SEC Release
33-8567.

 Response:

In response to the Staff’s comment, Orange has revised the disclosure on pages 162 and 169 to reflect that for purposes of U.S. reporting,
Orange will prepare its financial statements in accordance with IFRS as adopted by the IASB and that, to comply with applicable European Union regulations (applicable as a result of the incorporation of Orange in the UK, and the listing of its
shares on exchanges within the European Union), Orange will prepare financial statements in accordance with IFRS as adopted by the European Union. There are no substantial differences between these two bases of accounting.

Notes to Unaudited Pro Forma Condensed Combined Financial Information of Orange, page 168

Note 3—Reconciliation of Olive IFRS to US GAAP Presentation, page 171

5.
It is not clear from the disclosure on pages 172 and 173 how the reclassification adjustments to present Olive’s IFRS operating results in accordance with CCE’s US GAAP presentation were determined for
either period presented. For example, it is not clear how Olive’s IFRS (as reported) results were reclassified to arrive at the “Reclassified Olive IFRS” amounts for cost of sales and selling, delivery and administrative expenses.
Please revise to include footnote disclosures explaining how these reclassified amounts were determined.

Response:

 In
response to the Staff’s comment, Orange has revised the relevant disclosure on page 173 to address the reclassification between cost of sales and selling, delivery and administrative expenses.

Note 5—Accounting Policies and Reclassifications, page 176

6.
We note on page 217 that you disclose Black records bottle deposits charged to customers as revenue. Please tell us if this is consistent with CCE’s accounting policy for bottle deposits. If it is not
consistent, please tell us the amount of deposits Black recognized as revenue in each of the periods presented and indicate whether it will be recorded as a pro forma adjustment in the amended filing.

Response:

 In
response to the Staff’s comment, Orange has revised the relevant disclosure on page 218. Orange advises the Staff that Black records bottle deposits as a refund obligation, which is consistent with CCE’s accounting policy for bottle
deposits.

 Coca-Cola European Partners Limited

January 28, 2016

  Page
 4

 Note 7—Preliminary Pro Forma Adjustments, page 178

7.
(E) Franchise license intangible assets- Given the significance of the fair value adjustments recognized for the estimated preliminary fair value of the franchise license intangibles acquired, please explain in the
notes to the financial statements the method(s) and significant assumptions that were used to estimate the fair values of these intangible assets. Also, please explain your basis for your conclusion that the identifiable intangible assets of both
Olive and Black have indefinite lives as disclosed on page 182. It is unclear why these intangibles would have indefinite lives when the disclosure on page 207 indicates that Olive’s bottling rights include stated expiration dates and the
disclosure on page 214 indicates that Black’s product bottling and distribution agreement has a 10-year term extending through August 31, 2017 and contains the right for Black to request a 10-year renewal.

Response:

 In
response to the Staff’s comment, Orange has revised the relevant disclosure on page 180 to explain the method and significant assumptions used to estimate the fair value of the franchise license intangible assets and its basis for concluding
that these intangible assets have indefinite lives.

 In addition, in response to the Staff’s comment, Orange respectfully advises the
Staff that it evaluated the contractual provisions of the bottling agreements, the mutually beneficial relationship with TCCC and history of renewals in determining that the franchise license intangible asset has an indefinite life. Although these
bottling agreements have a maturity date (with a renewal period) and contain no automatic right of renewal, Orange believes that the interdependent relationships with TCCC and the substantial cost and disruption to TCCC that would be caused by
non-renewal ensure that these agreements will continue to be renewed and therefore may be treated by Orange as perpetual. None of CCE, Olive or Black has ever had a bottling agreement terminated due to non-performance of the terms of the agreement
or due to a decision by TCCC to terminate an agreement at the expiration of a term.

8.
The disclosures included on pages F-102 and F-103 of Black’s financial statements indicate that a significant portion of its revenues and receivables are due to sales to a limited number of customers. Given this
factor, please explain why you do not believe you will be required to recognize any definitive lived intangible assets such as customer relationship intangibles in connection with the Black merger transaction.

 Coca-Cola European Partners Limited

January 28, 2016

  Page
 5

 Response:

Orange acknowledges the Staff’s comment and advises that it anticipates that after the Completion, Orange will be able to quantify any
related values to the customer relationships acquired. It is recognized that, until the Completion, CCE, Olive and Black are restricted in their ability to share competitively sensitive information with each other. Based on the magnitude of the
other more significant assets acquired, such as the tangible assets and the franchise license intangible assets, Orange does not expect the value of customer relationships to be significant to the overall consideration. For purposes of the
Registration Statement, the preliminary valuation procedures were focused primarily on the assets that were expected to comprise the largest portion of value and for which Orange had adequate information available to calculate a reasonable
preliminary fair value estimate.

 In response to the Staff’s comment, Orange has revised the disclosure on page 180 to clarify that
for purposes of the pro forma financial information, it was assumed that the current book value of customer relationships for Black approximates fair value, and Orange has also disclosed a sensitivity analysis of the potential impact to amortization
expense for each $10 million increase in the value of the customer relationships acquired.

9.
(J) Debt—The disclosure on page 181 indicates that Black’s existing current portion of debt of $403 million will be repaid using a combination of Black’s existing cash on hand and a capital
contribution from TCCC prior to the completion of the transactions. As footnote (A) indicates that $131 million is being repaid with cash on hand, please revise the notes to the pro forma financial information to disclose the amount of the
capital contribution that will be received from TCCC to repay Black’s debt and explain where the related pro forma adjustment has been included in the pro forma balance sheet.

Response:

 In
response to the Staff’s comment, Orange has revised the relevant disclosure on pages 181 and 182.

10.
(L) Shareholders’ equity—Based on the disclosures provided on page 181, it is unclear how you calculated the adjustments to common stock and ordinary shares for the shares to be issued to Olive of $92 and
for the shares to be issued to Black of $48. Please provide us with your computations of these components of the pro forma adjustment to common shares as part of your response.

Response:

 Orange
acknowledges the Staff’s comment and in response to the Staff’s comments, Orange has revised the disclosure on pages 182 and 183.

Orange advises the Staff that the computation of the adjustment to common stock and ordinary shares for the shares issued for Olive and Black
is as follows:

 Common stock from Combination for Olive (165,059,809 shares of Orange Shares issued at nominal value of €0.01)

2

 Common stock from Combination for Black (87,384,604 shares of Orange Shares issued at nominal value of €0.01)

1

 Less: Olive historical common stock

(1,706
)

 Less: Black historical common stock

(190
)

 Pro forma adjustment to common stock and ordinary shares

$
(1,893
)

 Coca-Cola European Partners Limited

January 28, 2016

  Page
 6

 The total shares issued for Olive and Black of 165 million shares and 87 million
shares, respectively, as disclosed in Note 6 to the unaudited pro forma financial statements, is multiplied by the nominal value of €0.01 and converted to U.S. Dollars using the exchange spot rate as of October 2, 2015 of 1.1168. As such,
the value of the common stock issued for Olive and Black equals approximately $2 million and $1 million, respectively.

11.
(L) Shareholders’ equity—Based on the number of CCE shares outstanding at October 2, 2015 as reflected in this entity’s quarterly report on Form 10-Q for the period then ended of approximately
227 million shares, and the cash consideration per share to be paid to the CCE shareholders of $14.50 per share, it is not clear how the adjustment to APIC for the cash consideration to be paid to the CCE shareholders of $(3,330) was
determined. Please revise footnote (L) to explain in further detail how this component of the pro forma adjustment to APIC was determined. Also, please explain why the amount of this adjustment to APIC does not agree to the adjustment for the
cash consideration paid to CCE Shareholders of $(3,291) as reflected in footnote (A) on page 178.

Response:

 In
response to the Staff’s comment, Orange has revised the disclosure on pages 182 and 183 to clarify the components of the APIC adjustment of $3,330 million.

Orange advises the Staff that the adjustment to APIC of $3,330 million consists of two components, which are (1) $3,291 million
representing the cash payment of $14.50 to CCE Shareholders of CCE Common Stock that is payable at the Completion (calculated by multiplying the CCE Common Stock of 227 million shares by $14.50, which is reflected in the cash adjustment in
footnote (A) of Note 7 to the unaudited pro forma financial statements) and (2) $39 million representing a credit of $14.50 for each Restricted Stock Unit, Deferred Stock Unit and Performance Stock Unit (“CCE Stock Units”) to the
account holders of the CCE Stock Units (calculated by multiplying the CCE Stock Units of 2.7 million units by $14.50). Each CCE Stock Unit will be replaced upon the effective time of the Combination with one Orange Stock Unit. As the cash
credit is subject to the same terms, vesting conditions and other conditi