Form: S-3

Registration statement for specified transactions by certain issuers

August 3, 1995

POWERS OF ATTORNEY

Published on August 3, 1995



EXHIBIT 24.1

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, ROBERTO C. GOIZUETA,
Chairman of the Board, Chief Executive Officer and a Director of
The Coca-Cola Company (the "Company"), do hereby appoint M.
DOUGLAS IVESTER, President, Chief Operating Officer and a
Director of the Company, JAMES E. CHESTNUT, Senior Vice President
and Chief Financial Officer of the Company, JOSEPH R. GLADDEN,
JR., Senior Vice President and General Counsel of the Company,
SUSAN E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES,
Assistant Secretary of the Company, or any one of them, my true
and lawful attorney-in-fact for me and in my name for the purpose
of executing on my behalf (i) the Company's Registration
Statement on Form S-3, or any amendments or supplements thereto,
for the registration of shares of Common Stock of the Company to
be issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.

/s/ ROBERTO C. GOIZUETA
----------------------------------
Chairman of the Board, Chief
Executive Officer and Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, M. DOUGLAS IVESTER,
President, Chief Operating Officer and a Director of The
Coca-Cola Company (the "Company"), do hereby appoint ROBERTO C.
GOIZUETA, Chairman of the Board, Chief Executive Officer and a
Director of the Company, JAMES E. CHESTNUT, Senior Vice President
and Chief Financial Officer of the Company, JOSEPH R. GLADDEN,
JR., Senior Vice President and General Counsel of the Company,
SUSAN E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES,
Assistant Secretary of the Company, or any one of them, my true
and lawful attorney-in-fact for me and in my name for the purpose
of executing on my behalf (i) the Company's Registration
Statement on Form S-3, or any amendments or supplements thereto,
for the registration of shares of Common Stock of the Company to
be issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.

/s/ M. DOUGLAS IVESTER
-----------------------------------
President, Chief Operating
Officer and Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, HERBERT A. ALLEN, a
Director of The Coca-Cola Company (the "Company"), do hereby
appoint ROBERTO C. GOIZUETA, Chairman of the Board, Chief
Executive Officer and a Director of the Company, M. DOUGLAS
IVESTER, President, Chief Operating Officer and a Director of the
Company, JAMES E. CHESTNUT, Senior Vice President and Chief
Financial Officer of the Company, JOSEPH R. GLADDEN, JR., Senior
Vice President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.

/s/ HERBERT A. ALLEN
--------------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, RONALD W. ALLEN, a
Director of The Coca-Cola Company (the "Company"), do hereby
appoint ROBERTO C. GOIZUETA, Chairman of the Board, Chief
Executive Officer and a Director of the Company, M. DOUGLAS
IVESTER, President, Chief Operating Officer and a Director of the
Company, JAMES E. CHESTNUT, Senior Vice President and Chief
Financial Officer of the Company, JOSEPH R. GLADDEN, JR., Senior
Vice President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.


/s/ RONALD W. ALLEN
------------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, CATHLEEN P. BLACK, a
Director of The Coca-Cola Company (the "Company"), do hereby
appoint ROBERTO C. GOIZUETA, Chairman of the Board, Chief
Executive Officer and a Director of the Company, M. DOUGLAS
IVESTER, President, Chief Operating Officer and a Director of the
Company, JAMES E. CHESTNUT, Senior Vice President and Chief
Financial Officer of the Company, JOSEPH R. GLADDEN, JR., Senior
Vice President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.


/s/ CATHLEEN P. BLACK
--------------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, WARREN E. BUFFETT, a
Director of The Coca-Cola Company (the "Company"), do hereby
appoint ROBERTO C. GOIZUETA, Chairman of the Board, Chief
Executive Officer and a Director of the Company, M. DOUGLAS
IVESTER, President, Chief Operating Officer and a Director of the
Company, JAMES E. CHESTNUT, Senior Vice President and Chief
Financial Officer of the Company, JOSEPH R. GLADDEN, JR., Senior
Vice President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.

/s/ WARREN E. BUFFETT
----------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, CHARLES W. DUNCAN, JR., a
Director of The Coca-Cola Company (the "Company"), do hereby
appoint ROBERTO C. GOIZUETA, Chairman of the Board, Chief
Executive Officer and a Director of the Company, M. DOUGLAS
IVESTER, President, Chief Operating Officer and a Director of the
Company, JAMES E. CHESTNUT, Senior Vice President and Chief
Financial Officer of the Company, JOSEPH R. GLADDEN, JR., Senior
Vice President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.

/s/ CHARLES W. DUNCAN, JR.
-------------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, SUSAN B. KING, a Director
of The Coca-Cola Company (the "Company"), do hereby appoint
ROBERTO C. GOIZUETA, Chairman of the Board, Chief Executive
Officer and a Director of the Company, M. DOUGLAS IVESTER,
President, Chief Operating Officer and a Director of the Company,
JAMES E. CHESTNUT, Senior Vice President and Chief Financial
Officer of the Company, JOSEPH R. GLADDEN, JR., Senior Vice
President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.

/s/ SUSAN B. KING
-----------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, DONALD F. MCHENRY, a
Director of The Coca-Cola Company (the "Company"), do hereby
appoint ROBERTO C. GOIZUETA, Chairman of the Board, Chief
Executive Officer and a Director of the Company, M. DOUGLAS
IVESTER, President, Chief Operating Officer and a Director of the
Company, JAMES E. CHESTNUT, Senior Vice President and Chief
Financial Officer of the Company, JOSEPH R. GLADDEN, JR., Senior
Vice President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.


/s/ DONALD F. MCHENRY
--------------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, PAUL F. OREFFICE, a
Director of The Coca-Cola Company (the "Company"), do hereby
appoint ROBERTO C. GOIZUETA, Chairman of the Board, Chief
Executive Officer and a Director of the Company, M. DOUGLAS
IVESTER, President, Chief Operating Officer and a Director of the
Company, JAMES E. CHESTNUT, Senior Vice President and Chief
Financial Officer of the Company, JOSEPH R. GLADDEN, JR., Senior
Vice President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.

/s/ PAUL F. OREFFICE
-----------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, JAMES D. ROBINSON, III, a
Director of The Coca-Cola Company (the "Company"), do hereby
appoint ROBERTO C. GOIZUETA, Chairman of the Board, Chief
Executive Officer and a Director of the Company, M. DOUGLAS
IVESTER, President, Chief Operating Officer and a Director of the
Company, JAMES E. CHESTNUT, Senior Vice President and Chief
Financial Officer of the Company, JOSEPH R. GLADDEN, JR., Senior
Vice President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.

/s/ JAMES D. ROBINSON, III
--------------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, WILLIAM B. TURNER, a
Director of The Coca-Cola Company (the "Company"), do hereby
appoint ROBERTO C. GOIZUETA, Chairman of the Board, Chief
Executive Officer and a Director of the Company, M. DOUGLAS
IVESTER, President, Chief Operating Officer and a Director of the
Company, JAMES E. CHESTNUT, Senior Vice President and Chief
Financial Officer of the Company, JOSEPH R. GLADDEN, JR., Senior
Vice President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.

/s/ WILLIAM B. TURNER
------------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, PETER V. UEBERROTH, a
Director of The Coca-Cola Company (the "Company"), do hereby
appoint ROBERTO C. GOIZUETA, Chairman of the Board, Chief
Executive Officer and a Director of the Company, M. DOUGLAS
IVESTER, President, Chief Operating Officer and a Director of the
Company, JAMES E. CHESTNUT, Senior Vice President and Chief
Financial Officer of the Company, JOSEPH R. GLADDEN, JR., Senior
Vice President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.

/s/ PETER V. UEBERROTH
-------------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, JAMES B. WILLIAMS, a
Director of The Coca-Cola Company (the "Company"), do hereby
appoint ROBERTO C. GOIZUETA, Chairman of the Board, Chief
Executive Officer and a Director of the Company, M. DOUGLAS
IVESTER, President, Chief Operating Officer and a Director of the
Company, JAMES E. CHESTNUT, Senior Vice President and Chief
Financial Officer of the Company, JOSEPH R. GLADDEN, JR., Senior
Vice President and General Counsel of the Company, SUSAN E. SHAW,
Secretary of the Company, and CAROL CROFOOT HAYES, Assistant
Secretary of the Company, or any one of them, my true and lawful
attorney-in-fact for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement
on Form S-3, or any amendments or supplements thereto, for the
registration of shares of Common Stock of the Company to be
issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.


/s/ JAMES B. WILLIAMS
------------------------------
Director
The Coca-Cola Company
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, JAMES E. CHESTNUT, Senior
Vice President and Chief Financial Officer of The Coca-Cola
Company (the "Company"), do hereby appoint ROBERTO C. GOIZUETA,
Chairman of the Board, Chief Executive Officer and a Director of
the Company, M. DOUGLAS IVESTER, President, Chief Operating
Officer and a Director of the Company, JOSEPH R. GLADDEN, JR.,
Senior Vice President and General Counsel of the Company,
SUSAN E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES,
Assistant Secretary of the Company, or any one of them, my true
and lawful attorney-in-fact for me and in my name for the purpose
of executing on my behalf (i) the Company's Registration
Statement on Form S-3, or any amendments or supplements thereto,
for the registration of shares of Common Stock of the Company to
be issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.


/s/ JAMES E. CHESTNUT
-----------------------------
Senior Vice President and
Chief Financial Officer
The Coca-Cola Company
POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS THAT I, GARY P. FAYARD, Vice
President and Controller of The Coca-Cola Company (the
"Company"), do hereby appoint ROBERTO C. GOIZUETA, Chairman of
the Board, Chief Executive Officer and a Director of the Company,
M. DOUGLAS IVESTER, President, Chief Operating Officer and a
Director of the Company, JAMES E. CHESTNUT, Senior Vice President
and Chief Financial Officer of the Company, JOSEPH R. GLADDEN,
JR., Senior Vice President and General Counsel of the Company,
SUSAN E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES,
Assistant Secretary of the Company, or any one of them, my true
and lawful attorney-in-fact for me and in my name for the purpose
of executing on my behalf (i) the Company's Registration
Statement on Form S-3, or any amendments or supplements thereto,
for the registration of shares of Common Stock of the Company to
be issued in connection with the acquisition by the Company of
Barq's Inc.; (ii) any application for registration or
qualification (or exemption therefrom) of such shares under the
Blue Sky or other federal or state securities laws and
regulations; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such
application for registration or qualification (or exemption
therefrom); and for the purpose of causing any such registration
statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the
20th day of July, 1995.

/s/ GARY P. FAYARD
----------------------------------
Vice President and Controller
The Coca-Cola Company