EXHIBIT 10.5 - 2/28/83 RCG AGREEMENT

EXHIBIT 10.5



THIS AGREEMENT, made and entered into this 28th day of
February, 1983, by and between The Coca-Cola Company, a Delaware
corporation (the "Company"), and Roberto C. Goizueta of Atlanta,
Georgia ("Mr. Goizueta"):

WHEREAS, for many years during which he held various
executive positions with the Company and its wholly-owned
subsidiary, The Coca-Cola Export Corporation, Mr. Goizueta,
Chairman of the Board and Chief Executive Officer of the Company,
demonstrated superior qualities of leadership and exceptional
talents for management; and

WHEREAS, it is deemed to be in the best interest of the
Company and of its stockholders, insofar as may be possible, to
provide for the uninterrupted availability of Mr. Goizueta as an
executive officer of the Company and, after his retirement, to
have the advantage of his services in a consulting and advisory
capacity; and

WHEREAS, the Company desires insofar as practicable to
insure the permanent association of Mr. Goizueta with the
Company, and Mr. Goizueta is agreeable to remaining affiliated
with the Company so long as he may be active in business; and

WHEREAS, the Company and Mr. Goizueta previously entered
into a deferred compensation agreement dated January 14, 1981
(the "1981 Agreement"); and

WHEREAS, the Company and Mr. Goizueta desire to amend and
clarify the 1981 Agreement; and

WHEREAS, the Company and Mr. Goizueta desire to enter into a
new deferred compensation agreement effective March 1, 1983;

NOW, THEREFORE, in order to effectuate their mutual desires,
purposes and intentions, the parties do hereby agree as follows:

1. 1981 Deferred Account. Effective March 1, 1983, the
Company will cease crediting Five Thousand Dollars ($5,000) per
month to a deferred account pursuant to the 1981 Agreement. The
total of all amounts credited as of March 1, 1983 to the deferred
account established pursuant to the 1981 Agreement is hereby
referred to as the "1981 Deferred Account." From and after
March 1, 1983, the 1981 Deferred Account will be subject to the
following terms and conditions:



(a) Beginning March 31, 1983 and at the end of every
calendar quarter thereafter (and, upon Mr. Goizueta's death or
disability, upon payment in accordance with subparagraph 1(b)
hereof) so long as there is a balance in the 1981 Deferred
Account, the Company will credit to the 1981 Deferred Account an
additional amount equal to (i) the average daily balance of the
1981 Deferred Account during such calendar quarter (or, in the
event of payment under subparagraph 1(b) hereof, the average
daily balance of the 1981 Deferred Account during the period
commencing on the first day of the calendar quarter during which
such payment is made and ending on the date of such payment)
times (ii) a percentage rate equal to the prime rate at the
beginning of the calendar quarter with respect to which the
calculation is being made as set by Trust Company Bank, Atlanta,
Georgia times (iii) a fraction, the numerator of which is the
number of days which have elapsed since the end of the
immediately preceding calendar quarter and the denominator of
which is 365.

(b) Within sixty (60) days of Mr. Goizueta's death or
disability (within the meaning of Section 105(d)(4) of the
Internal Revenue Code of 1954, as amended (the "Code"), the
entire amount of the 1981 Deferred Account, including additional
amounts credited thereto in accordance with subparagraph 1(a)
hereof, will be paid to Mr. Goizueta or to such other person or
persons as shall have been designated pursuant to paragraph 5 of
this Agreement.

2. 1983 Deferred Account. Effective the last day of March
1983 and on the last day of each succeeding month prior to
Mr. Goizueta's death or disability, within the meaning of
Section 105(d)(4) of the Code, or termination of his employment
with the Company or any of its subsidiaries, the Company will
credit Eight Thousand Three Hundred and Thirty-Three Dollars
($8,333) to a deferred account for Mr. Goizueta on the books of
the Company (the "1983 Deferred Account"). In addition and so
long as there is a balance in the 1983 Deferred Account, the
Company will, at the end of each calendar quarter (or, upon
Mr. Goizueta's death or disability, upon payment in accordance
with subparagraph 3(a) hereof), credit to the 1983 Deferred
Account an additional amount equal to (i) the average daily
balance of the 1983 Deferred Account during such calendar
quarter, (or, in the event of payment under subparagraph 3(a)
hereof, the average daily balance of the 1983 Deferred Account
during the period commencing on the first day of the calendar
quarter during which such payment is made and ending on the date
of such payment) times (ii) a percentage rate equal to the prime
rate at the beginning of the calendar quarter with respect to
which the calculation is being made as set by Trust Company Bank,
Atlanta, Georgia, times (iii) a fraction, the numerator of which
is the number of days which have elapsed since the end of the
immediately preceding calendar quarter and the denominator of
which is 365.



3. Payments

(a) Within sixty (60) days of Mr. Goizueta's death or
disability (within the meaning of Section 105(d)(4) of the Code,
the entire amount of the 1983 Deferred Account, including
additional amounts credited thereto in accordance with
subparagraph 2(a) hereof, will be paid to Mr. Goizueta or to such
other person or persons as shall have been designated pursuant to
paragraph 5 hereof.

(b) Unless otherwise payable or paid in accordance
with subparagraph 3(a) hereof, the entire balance of the 1983
Deferred Account as of December 31, 1985, including additional
amounts credited thereto through such date in accordance with
subparagraph 2(a) hereof, shall be paid to Mr. Goizueta on
January 2, 1986.

(c) In the event that the 1981 Deferred Account has
not previously been paid in accordance with subparagraph 1(b)
hereof, and in the event and to the extent that the 1983 Deferred
Account has not previously been paid in accordance with
subparagraphs 3(a) or 3(b) hereof, commencing on the first day of
the month following the month in which Mr. Goizueta's employment
with the Company or any of its subsidiaries terminates, and
annually thereafter, the Company will pay to Mr. Goizueta a
fraction of the balance in the 1981 Deferred Account and the 1983
Deferred Account as follows:

First Payment 1/10 of Deferred Account
Second Payment 1/9 of Deferred Account
Third Payment 1/8 of Deferred Account
Fourth Payment 1/7 of Deferred Account
Fifth Payment 1/6 of Deferred Account
Sixth Payment 1/5 of Deferred Account
Seventh Payment 1/4 of Deferred Account
Eighth Payment 1/3 of Deferred Account
Ninth Payment 1/2 of Deferred Account
Tenth Payment Balance of Deferred Account

(d) The payments under subparagraphs 1(b), 3(a), 3(b)
and 3(c) hereof shall be made or continued notwithstanding the
alleged or actual breach of this Agreement by Mr. Goizueta. It
is understood, however, that the Company does not waive its right
to damages and/or other relief for any breach of this Agreement
by Mr. Goizueta.

4. Advisory Services. Mr. Goizueta shall make himself
available to the Company and its subsidiaries and/or its or



their officers during the period he is receiving payments
pursuant to paragraph 3(c) hereof, on a reasonable basis as to
time, in an advisory and consultant capacity during his good
health.

5. Designation of Beneficiary. Any and all payments which
may fall due hereunder after the death of Mr. Goizueta shall be
paid to such person or persons as shall have been designated in
writing by Mr. Goizueta prior to the time of his death, provided
that such designation has been filed with the office of Secretary
of the Company. In the event Mr. Goizueta should fail to make
such designation, then any and all such payments shall be made to
the personal representative of Mr. Goizueta's estate. The
receipt of any person who has furnished the Company with evidence
of his or her authority to receive payments under this paragraph
shall be a full and complete release to the Company of all
obligations in respect to such payments.

6. Assignment. The right of Mr. Goizueta or any other
person to the payment of benefits under this Agreement shall not
be assigned, transferred, pledged or encumbered except by will or
by the laws of descent and distribution. Neither Mr. Goizueta
nor his estate shall under any circumstances have any option or
right to require payments hereunder otherwise than in accordance
with the terms hereof and after the terms and conditions herein
expressed have been met.

7. Other Compensation. Any amounts payable under this
Agreement are in addition to, and not in lieu of, any other
compensation or employee benefit that Mr. Goizueta may receive
from the Company.

8. Covenant. Mr. Goizueta will not, without the written
authorization of the Company, at any time, disclose to or use for
the benefit of any person, corporation or other entity, any
files, trade secrets, or other confidential information
concerning the business, clients, methods, operations, programs,
financing or services of the Company or in the possession of the
Company. Trade secrets and confidential information shall mean
information not generally known to the public that was or is
disclosed to Mr. Goizueta or known by him as a consequence of his
association with the Company, whether or not pursuant to this
Agreement. Mr. Goizueta agrees that, because of the likelihood
of irreparable injury to the Company in the event of breach by
Mr. Goizueta of this covenant, the Company shall be entitled to
injunctive relief in the event of any such breach or alleged
breach.

9. Segregation of Assets. The establishment of the
1983 Deferred Account on the books of the Company and the
maintenance of the 1981 Deferred Account and the 1983 Deferred



Account in accordance with the provisions of this Agreement shall
not require the Company to set aside or segregate any of its
assets, and Mr. Goizueta's position shall be that of a general
creditor.

10. Waiver. All waivers must be in writing, and the waiver
by either party of a breach or violation of any provision of this
Agreement shall not operate as or be construed to be a waiver of
any subsequent breach hereof.

11. Severability. If any term, covenant or condition of
this Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement or the application of such terms,
covenants and conditions to persons or circumstances, other than
those as to which it is held invalid or unenforceable, shall not
be affected thereby, and each term, covenant or condition of this
Agreement shall be valid and be enforced to the fullest extent
permitted by law.

12. Governing Law. This Agreement shall be interpreted,
construed and governed according to the laws of the State of
Georgia.

IN WITNESS WHEREOF, the Company has hereunto caused this
Agreement to be executed and sealed by its duly authorized
officer, and Mr. Goizueta has hereunto set his hand and seal, all
being done in duplicate originals with one original being
delivered to each party on the day and year first above written.

THE COCA-COLA COMPANY

By: /s/ A. GARTH HAMBY
Title: Executive Vice President
Attest:

/s/ RICHARD D. FORD
Secretary
(Corporate Seal)


/s/ ROBERTO C. GOIZUETA(SEAL)
ROBERTO C. GOIZUETA