EXHIBIT 10.6 - 2/10/84 RCG AMENDMENT

EXHIBIT 10.6



AMENDMENT TO DEFERRED COMPENSATION AGREEMENT

This Amendment, made and entered into this 10th day
of February, 1984, by and between The Coca-Cola Company,
a Delaware Corporation (the "Company") and Roberto C.
Goizueta of Atlanta, Georgia ("Mr. Goizueta"):

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

WHEREAS, the Company and Mr. Goizueta, desiring to
revise and clarify the 1981 Agreement, entered into a new
deferred compensation agreement dated February 28, 1983
(the "1983 Agreement"), pursuant to which the Company
agreed to pay Mr. Goizueta certain deferred compensation
in accordance with the terms set forth in the 1983
Agreement; and

WHEREAS, it is deemed in the best interest of the
Company and its shareholders that the Company maintain
its continuing association with Mr. Goizueta, 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 desire to
amend the 1983 Agreement by increasing the amount credited
to his "1983 Deferred Account", as that term is defined
in the 1983 Agreement, from $8,333 per month to $15,000
per month, beginning for the month of March 1984;

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

1. Paragraph 2 shall be amended in its entirety to
provide:

2. 1983 Deferred Account. Effective the last
day of March 1983 and on the last day of each
succeeding month thereafter through and including
February 1984, the Company will credit Eight
Thousand Three Hundred Thirty-Three Dollars ($8,333)



to a deferred account for Mr. Goizueta on the books
of the Company (the "1983 Deferred Account").
Effective the last day of March 1984 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 Fifteen
Thousand Dollars ($15,000.00) to 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.

2. All other terms and conditions of the 1983
Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has hereunto caused
this Amendment to the 1983 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/ DONALD R. GREENE
Secretary
(Corporate Seal)


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