EIGHTH AMENDMENT TO SUPPLEMENTAL BENEFIT PLAN

Exhibit 10.11.5

EIGHTH AMENDMENT TO
THE COCA-COLA COMPANY
SUPPLEMENTAL BENEFIT PLAN


WHEREAS, pursuant to Section 7.5 of The Coca-Cola Company
Supplemental Benefit Plan (the "Plan") the Corporate Retirement Plan
Administrative Committee (the "Committee") has the authority to amend
the Plan;

WHEREAS, the Committee has approved an amendment to the Plan to
incorporate certain changes the Committee deems appropriate in connection
with the Special Retirement Program to be announced by The Coca-Cola
Company (the "Company") on January 26, 2000 as part of the Company's
Strategic Organizational Alignment; and

WHEREAS, the Chairman of the Committee is authorized by resolution
of the Committee to execute such amendment and take all other necessary
actions in connection therewith;

NOW THEREFORE, the Plan is hereby amended, effective January 25,
2000, in the following respects:

1. Section 2 of the Plan shall be amended by adding the
following new definition:

"RETIREMENT BENEFIT" shall be the benefit
payable to a Participant under Sections 5.1-5.3, as
applicable, of the Qualified Pension Plan.

2. Section 2.7 of the Plan shall be amended by deleting
it in its entirety and replacing it as follows:

2.7 "EARLY RETIREMENT AGE" shall mean the
first to occur of (1) a Participant's age when he has
both attained his fifty-fifth (but not his sixty-
fifth) birthday and completed at least ten years of
service or (2) age 60 with the approval of the
Employer. For this purpose, a Participant's age and
years of service shall include any additional age and
service credit granted under Section 5.8(d) of the
Qualified Pension Plan to such Participant if he
satisfies the conditions for the Special Retirement
Benefit as described in Section 5.8(d) of the
Qualified Pension Plan.

3. Section 4.2 of the Plan shall be amended by deleting
and replacing the first sentence of such section as follows:

Any salaried employee of the Employer (a) whose
Special Retirement Benefit under the Qualified
Pension Plan of The Coca-Cola Company (as



defined in Section 5.8(d) of such plan) is limited
by the limitations under Sections 401(a)(4) or 401(1)
of the Code, (b) whose benefits under the Employee
Retirement Plan of The Coca-Cola company are limited
by the limitations of Sections 401(a)(17) or 415 of
the Code, or (c) to whom contributions by the
Employer to the Thrift Plan are limited by the
limitations set forth in Sections 401(a)(17), 401(k),
401(m), 402(g) or 415 of the Code shall be eligible
to participate in the Plan.

4. Section 5.1(a) of the Plan shall be amended by
deleting it and replacing it as follows:

(a) If a Participant has Benefit Service
with respect to the Qualified Pension Plan of his
Employer, he shall be entitled to a Pension Benefit
equal to that portion of his Retirement Benefit under
the Qualified Pension Plan of the Employer which is
not payable under such Qualified Pension Plan as
result of the limitations imposed by Sections
401(a)(17) and 415 of the Code and, to the extent
such portion of his Retirement Benefit is
attributable to his Special Retirement Benefit (as
described in Section 5.8(d) of the Qualified Pension
Plan), the limitations imposed by Sections 401(a)(4)
and 401(1) of the Code.

5. The term "Retirement Income" shall be replaced
with the term "Retirement Benefit" each place Retirement
Income appears in the Plan.

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

CORPORATE RETIREMENT PLAN
ADMINISTRATIVE COMMITTEE


By: /s/ Peggy F. Horn
Chairman

ATTEST: Date: 1/25/2000


/s/ Barbara S. Gilbreath
Secretary

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