OPINION OF GENERAL COUNSEL

EXHIBIT 5.1

THE COCA-COLA COMPANY
Coca-Cola Plaza
Atlanta, Georgia

August 2, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

I am General Counsel of The Coca-Cola Company (the
"Company") and have acted as counsel to the Company in connection
with the filing by the Company of its Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended, which Registration Statement relates to the
offering from time to time of 1,388,685 shares of Common Stock
of the Company (the "Shares") by certain stockholders of the
Company. The Shares are being registered by the Company
pursuant to the terms of a Registration Rights Agreement,
dated August 1, 1995 (the "Registration Rights Agreement"),
among the Company and certain stockholders of the Company as
identified therein.

As counsel for the Company, I am generally familiar with the
corporate affairs of the Company and its subsidiaries, as well as
the form of the prospectus included in the Registration Statement
and the terms of the Registration Rights Agreement. In
furnishing this opinion, I have examined and relied upon the
accuracy of original, certified, conformed or photographic copies
of such records, agreements, certificates and other documents as
I have deemed necessary or appropriate to enable me to render the
opinion set forth below. In all such examinations, I have
assumed the genuineness of signatures on original documents and
the conformity to such original documents of all copies submitted
to me as certified, conformed or photographic copies and, as to
certificates of public officials, I have assumed the same to have
been properly given and to be accurate. I have also relied, as
to various matters of fact material to this opinion, on
certificates of public officials and officers of the Company and
its subsidiaries.

On the basis of the foregoing, I am of the opinion that the
Shares are duly authorized, legally issued, fully paid and
nonassessable shares of Common Stock of the Company.

I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement, and
further consent to the use of my name under the heading "Legal
Matters" in the related prospectus also filed as a part of the
Registration Statement.

Very truly yours,

/s/ JOSEPH R. GLADDEN, JR.

Joseph R. Gladden, Jr.
Senior Vice President
and General Counsel