EXHIBIT 10.11.3

                          AMENDMENT NUMBER SIX TO
                           THE COCA-COLA COMPANY
                          SUPPLEMENTAL BENEFIT PLAN
                    AS AMENDED AND RESTATED MARCH 11, 1991,
                           EFFECTIVE JANUARY 1, 1989

WHEREAS, pursuant to Section 7.5 of The Coca-Cola Company Supplemental
Benefit Plan, as amended and restated effective January 1, 1989 by
indenture dated March 11, 1991, which was last amended by Amendment Number
Five (the "Plan"), the Supplemental Benefit Plan Committee (the "Committee")
has the authority to amend the Plan; and

WHEREAS, the Chief Executive Officer ("CEO") of The Coca-Cola Company (the
"Company") has appointed the same members of the Plan's Committee and to
each committee serving as plan administrator for eight other Company
retirement plans, thereby effectively consolidating administration of the
plans under a single committee; and

WHEREAS, the Company wishes to incorporate the concept of a single
administrative committee, henceforth to be known as the Corporate Retirement
Plan Administrative Committee, within the terms of the relevant plans; and

WHEREAS, the Company wishes to transfer authority to appoint and remove
members of said committee from the CEO to the Vice President of Human
Resources; and

WHEREAS, by resolutions duly adopted, the Committee has approved amendments
to the Plan and eight other retirement plans in order to reflect the renaming
of the Committee and the change in the person authorized to designate
membership in the Committee, subject to ratification of the amendments by the
CEO;

NOW THEREFORE, the Plan is hereby amended, effective July 1, 1998, in the
following respects:

1.    Section 7.2 of the Plan shall be amended by deleting "Supplemental
      Benefit Plan Committee" from the section heading and by replacing
      it with "Corporate Retirement Plan Administrative Committee."

2.    Section 7.2 of the Plan shall be amended further by deleting the
      terms "Chief Executive Officer" and "CEO" wherever the same appear
      therein and by inserting in lieu thereof "Vice President of Human
      Resources" and "VPHR," respectively.

Except as specifically amended hereby, the Plan shall remain in full force
and effect as prior to this Amendment Number Six.





IN WITNESS WHEREOF, the undersigned duly authorized representatives of the
Committee have executed this Amendment Number Six to the Plan, and the CEO
has ratified the same, as of the _______ day of July, 1998.

                                             CORPORATE RETIREMENT PLAN
                                             ADMINISTRATIVE COMMITTEE
                                             (FORMERLY THE SUPPLEMENTAL
                                             BENEFIT PLAN COMMITTEE)


                                             By: /s/ C. Ron Cheeley
                                             ----------------------------
                                                  Chairman

ATTEST:


/s/ William J. Wortman
- ---------------------------
 Secretary

                                             RATIFIED BY:


                                             /s/ M. Douglas Ivester
                                             ----------------------------
                                               M. Douglas Ivester
                                               Chief Executive Officer
                                               The Coca-Cola Company




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