EXHIBIT 10.13 - COMP.DEFERRAL & INVESTMENT PROGRAM

EXHIBIT 10.13





THE COCA-COLA COMPANY

COMPENSATION DEFERRAL & INVESTMENT PROGRAM




TABLE OF CONTENTS


SECTION PAGE

1. PURPOSE 1

2. DEFINITIONS 1

2.1 Account 1
2.2 Beneficiary 1
2.3 Committee 1
2.4 Deferral Period 1
2.5 Election Form 2
2.6 Eligible Employee 2
2.7 Employee 2
2.8 Employer 2
2.9 Interest Credit Period 2
2.10 Participant 3
2.11 Program 3
2.12 Program Rate 3
2.13 Program Year 3
2.14 Retirement Date 3
2.15 Voluntary Severance Program 3

3 ELECTION RULES 4

4 INTEREST CREDITS 5

5 PAYMENTS 5

5.1 Retirement 5
(a) Form 5
(1) General rule 5
(2) Post-Retirement Installments 6
(3) Pre-Retirement Installments 6
(4) Voluntary Severance Program 7
(b) Interest Rate Credits 7




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SECTION PAGE

5.2 Pre-Retirement 7
(a) General Rule 7
(b) First Plan Year 8
(c) Committee Action 8
5.3 Death 8
(a) General Rules 8
(1) Pre-Retirement Date 8
(2) Post-Retirement Date 9
(b) Special Rules 9
(1) Continuation 9
(2) Estate 9
5.4 Source of Payments 9

6 MISCELLANEOUS 10

6.1 Committee 10
6.2 Beneficiary 10
6.3 No Assignment; Binding Effect 11
6.4 ERISA 11
6.5 Construction 11
6.6 Tax and Other Laws 12
6.7 Life Insurance Policy 12
6.8 Amendment and Termination 12







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THE COCA-COLA COMPANY
COMPENSATION DEFERRAL & INVESTMENT PROGRAM


SECTION 1

PURPOSE


The primary purpose of this Program is to enhance a
Participant's retirement income by providing a mechanism under
which he or she can elect to defer a portion of his or her salary
and bonus for the fiscal year beginning May 1, 1986 and receive
interest credits on such deferrals at a rate which The Coca-Cola
Company anticipates will be very favorable for the Participant.

SECTION 2

DEFINITIONS

Each term set forth in this Section 2 shall have the meaning
set forth opposite such term for purpose of this Program.

2.1 ACCOUNT -- means the bookkeeping account
maintained as part of The Coca-Cola Company's books and records
to show each Participant's interest in this Program, which
interest shall consist of the excess of (a) the amounts actually
deferred under this Program under Section 3 and the interest
credits on such deferrals under Section 4 and Section 5 over (b)
the payments made under Section 5.

2.2 BENEFICIARY -- means the person or persons so
designated in accordance with Section 6.2.

2.3 COMMITTEE -- means the committee described in
Section 6.1 which shall operate and administer this Program.

2.4 DEFERRAL PERIOD -- means the 12 consecutive month
period which begins on May 1, 1986 and ends on April 30, 1987.



2.5 ELECTION FORM -- means the form or forms provided
by the Committee for making the elections called for under this
Program.

2.6 ELIGIBLE EMPLOYEE -- means each employee of an
Employer whose base rate of salary equals or exceeds $50,000 a
year on April 1, l986 and who works primarily within the
continental United States, Alaska or Hawaii.

2.7 EMPLOYEE -- means an employee of The Coca-Cola
Company or any of its wholly-owned subsidiaries.

2.8 EMPLOYER -- means

(1) The Coca-Cola Company,

(2) The Atlanta Coca-Cola Bottling Company,

(3) The Louisiana Coca-Cola Bottling Co. Limited,

(4) the Coca-Cola Bottling Company of Michigan,

(5) the Coca-Cola Bottling Company of New England,

(6) the Coca-Cola Bottling Company of California,

(7) the Coca-Cola Bottling Company of Ohio,

(8) Ore-Cal Coca-Cola Bottling Company,

(9) The Akron Coca-Cola Bottling Company,

(10) The Zanesville Coca-Cola Bottling Company,

(11) the Coca-Cola Export Corporation,

(12) the Belmont Springs Water Company, Inc., and

(13) The Entertainment Business Sector, Inc.

2.9 INTEREST CREDIT PERIOD -- means the 12 consecutive
month period which begins on November 1, 1986 and each 12
consecutive month period which begins on each November 1
thereafter.


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2.10 PARTICIPANT -- means an Eligible Employee who
properly and timely makes the election to participate in this
Program under Section 3.

2.11 PROGRAM -- means The Coca-Cola Company
Compensation Deferral & Investment Program as set forth in this
document and any amendments to this document.

2.12 PROGRAM RATE -- means the interest credit rate in
effect for each Interest Credit Period, which rate shall equal
the greater of

(a) 16% per annum, or

(b) the annual rate determined by the Committee
based on the average interest rate reported by the
Moody's Investors Service as in effect on the first
business day of each calendar month for the corporate
investment grade level of bond issues selected by the
Committee for the 12 consecutive month period ending on
the April 30 which immediately precedes the beginning
of such Interest Credit Period plus 8 percentage
points.

2.13 PROGRAM YEAR -- means the 12 consecutive month
period which begins on May 1, 1986 and each 12 consecutive month
period which begins on each May 1 thereafter.

2.14 RETIREMENT DATE -- means for each Participant the
earlier of (a) the first date as of which he or she is eligible
to receive an early retirement benefit under The Employees'
Retirement Plan for The Coca-Cola Company or under any successor
to such plan or any comparable plan maintained by his or her
Employer or (b) the date he or she reaches age 65.

2.15 VOLUNTARY SEVERANCE PROGRAM -- means a formal,
written voluntary severance pay program which is adopted before
April 15, 1986 by The Coca-Cola Company, by any of its divisions
or by any other Employer and which the Committee elects to
include in this Program.



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SECTION 3

ELECTION RULES

An Eligible Employee who desires to participate in this
Program shall properly complete and deliver to the Committee (or
to the Committee's delegate) an Election Form on or before April
15, 1986, and the elections made on such form shall be
irrevocable after April 15, 1986. Each such election shall
include

(a) an election to defer in accordance with the terms
of this Program (1) a specific dollar amount of his or her
base salary as otherwise payable by his or her Employer each
payday in the Deferral period (if he or she desires to defer
any such salary), (2) a specific dollar amount which he or
she anticipates first will become payable by his or her
Employer as a bonus during the Deferral Period under his or
her Employer's standard practices and policies for the
payment of bonuses (if he or she desires to defer any such
bonus) or, in lieu of any deferral under Section 3(a)(1) or
Section 3(a)(2), (3) a specific dollar amount of the
payments to be made under any Voluntary Severance Program
during the Deferral Period (if he or she desires to defer
any such payments in lieu of the deferral of any salary or
bonuses), and

(b) an election on how his or her Account shall be
paid under Section 5.1; provided, however,

(c) no salary deferral election shall be effective to
the extent that the specific dollar amount exceeds 90% of a
Participant's salary as otherwise payable each payday, no
bonus deferral election shall be effective to the extent that
the specific dollar amount exceeds 90% of any bonus otherwise
payable and no Voluntary Severance Program deferral shall be
effective to the extent that the specific dollar amount exceeds
90% of each payment otherwise payable under such program,



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(d) the aggregate amount which an Eligible Employee
elects to defer shall be no less than $2000 and no more than
$50,000, and

(e) a deferral election shall be effective only while
an Eligible Employee is employed by an Employer. An
Eligible Employee who fails to deliver a properly completed
Election Form under this Section 3 to the Committee (or to
this Committee's delegate) on or before April 15, 1986 shall
be ineligible to participate in this Program.

SECTION 4

INTEREST CREDITS

The Committee shall establish an Account for each
Participant and shall credit to such Account the base salary and
bonuses or Voluntary Severance Program payments actually deferred
on his or her behalf under Section 3 for the Deferral Period.
The Committee for the first Interest Credit Period shall (subject
to Section 6.8) credit interest on such deferrals at the Program
Rate in effect for such period as if all such deferrals for a
Participant actually had been credited to his or her Account on
November 1, 1986. Subject to Section 5 and Section 6.8, interest
credits for each Interest Credit Period thereafter shall be made
for each Account as of the last day of each Interest Credit
Period at the Program Rate for such period based on the balance
credited to each such Account as of such date.

SECTION 5

PAYMENTS

5.1. RETIREMENT.

(a) FORM.

(1) GENERAL RULE. An Eligible Employee
as part of his or her election under Section 3 shall
elect that his or her Account be paid either (i) in
the form described in Section 5.1(a)(2) or (ii) in
the form described in Section 5.1(a)(3) and, if his or



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her Account has not been exhausted through such
payments, thereafter in the form described in
Section 5.1(a)(2). The elections made under this
Section 5.1 shall assume that a Participant's
employment as an Employee will terminate (other than by
reason of death) on or after his or her Retirement
Date, and such elections therefore shall be subject to
the rules set forth in Section 5.2 and Section 5.3.

(2) POST-RETIREMENT INSTALLMENTS. The
payment of a Participant's Account shall be made in
level monthly installments which (i) shall begin as of
the first day of the first calendar month which follows
the date his or her employment as an Employee
terminates and (ii) shall end on the first day of the
calendar month which immediately precedes the date he
or she reaches age 80; provided, a Participant's
employment as an Employee (solely for purposes of this
Section 5.1(a)(2)) automatically shall be deemed to
terminate on the date he or she reaches age 70 without
regard to whether his or her employment actually
terminates on such date.

(3) PRE-RETIREMENT INSTALLMENTS. An annual
payment, or more than one consecutive annual payment,
shall be made to a Participant from his or her Account,
and such annual payment shall be made, or such annual
payments shall begin, at the Participant's election
under Section 3

(i) as of November 1, 1993 or as of
November 1, 1994, in which event the Participant
can elect under Section 3 to receive up to three
consecutive annual payments, or

(ii) as of November 1, 1995 or as of any
anniversary of such date, in which event the
Participant can elect under Section 3 to receive
up to four consecutive annual payments.



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Each payment made under this Section 5.1(a)(3) shall
equal the amount which a Participant actually deferred
under Section 3 or, if less, the balance of his or her
Account, and each such payment shall be made as of the
first day of an Interest Credit Period. If a
Participant's employment as an Employee terminates for
any reason whatsoever before all payments elected under
this Section 5.1(a)(3) have been made, his or her
election to receive payments under this
Section 5.1(a)(3) automatically shall terminate and the
balance of his or her Account shall be paid under
Section 5.1(a)(2) or, if applicable, Section 5.2 or
Section 5.3.

(4) VOLUNTARY SEVERANCE PROGRAM. If a
Participant elected to defer payments under a Voluntary
Severance Program, his or her Account automatically
shall be paid under Section 5.1(a)(2), and such
payments shall begin under Section 5.1(a)(2) as of the
later of (i) his or her Retirement Date or (ii) May 1,
1992.

(b) INTEREST RATE CREDITS. An Account (or the
portion of an Account) which is distributed under
Section 5.1(a)(2) shall (subject to Section 6.8) receive
interest rate credits over the period for which such
payments are made under Section 5.1(a)(2) at the Program
Rate in effect on the date that such payments first begin,
and the level monthly payments under such section shall be
determined using such Program Rate.

5.2. PRE-RETIREMENT.

(a) GENERAL RULE. If a Participant's employment as
an Employee terminates for any reason (other than death) before
his Retirement Date, no payment shall (subject to Section
5.1(a)(4)) be made to him under Section 5.1(a) after the date
his or her employment so terminates, and his or her Account shall
(subject to Section 5.2(b) and Section 5.2(c)) be paid in a lump
sum as soon as practicable after such date. Such payment



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shall be made as of the first day of a calendar month, and
his or her Account shall (subject to Section 6.8) receive
interest credits through the last day of the immediately
preceding calendar month at the Program Rate in effect for
the Interest Credit Period in which payment is made.

(b) FIRST PLAN YEAR. If a Participant's
employment as an Employee terminates for any reason (other
than death) before April 30, 1987, the payment of his or her
Account shall be delayed and paid (subject to
Section 5.1(a)(4)) in a lump sum as soon as practicable
after such date. Such payment shall be made as of the first
day of a calendar month, and his or her Account (shall be
subject to Section 6.8) receive interest credits through the
last day of the immediately preceding calendar month at the
Program Rate in effect for the first Interest Credit Period.

(c) COMMITTEE ACTION. A Participant may request
that the Committee direct the payment of his or her Account
in accordance with the election the Participant made under
Section 3 in lieu of any payment under this Section 5.2 and,
if the Committee grants such request, payment shall be made
under Section 5.1 and (solely for purpose of Section 5.1)
the Participant's employment as an Employee shall be deemed
to terminate on the later of his or her Retirement Date or
on the date his or her employment actually terminates. Any
such request shall be made in writing and shall be delivered
to the Committee (or to the Committee's delegate) on or
before the date the Participant's employment as an Employee
terminates.

5.3. DEATH.

(a) GENERAL RULES.

(1) PRE-RETIREMENT DATE. If a Participant
dies before his or her Retirement Date, his or her
Account shall be paid to his or her Beneficiary



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under Section 5.1(a)(2) and, if applicable,
Section 5.1(a)(3) under the same rules which would
have been in effect for the Participant if he or
she had survived as an Employee until his or her
Retirement Date.

(2) POST-RETIREMENT DATE. If a Participant
dies on or after his or her Retirement Date, his
or her Account shall be paid to his or her
Beneficiary under Section 5.1(a)(2) using the date
the Participant died as the date he or she
terminated his or her employment as an Employee.

(b) SPECIAL RULES.

(1) CONTINUATION. If a Participant dies
after the payment of his or her Account has begun
under Section 5.1(a)(2) or Section 5.2 or if
payment is to be made under Section 5.1(a)(4),
payment shall be made to his or her Beneficiary
under the same terms and conditions as payment
would have been made to the Participant if he or
she had survived.

(2) ESTATE. If a Participant's Beneficiary
is his or her estate, the balance of the Account
payable at his or her death shall be paid to his
or her estate in a lump sum in accordance with the
rules set forth in Section 5.2(a). If a
Beneficiary dies after an Account becomes payable
to him or to her under this Program, the balance
of the Account otherwise payable to such
Beneficiary shall be paid to such Beneficiary's
estate in a lump sum in accordance with the rules
set forth in Section 5.2(a).

5.4 SOURCE OF PAYMENTS. All payments under this
Program shall be made by The Coca-Cola Company from its general
assets, and the status of each Participant's and each
Beneficiary's claim to his or her Account shall be the same as
the status of the claim against The Coca-Cola Company by any of
its general and unsecured creditors. No person whomsoever



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shall look to, or have any claim whatsoever against, any officer,
director, employee or agent of The Coca-Cola Company or any of
its subsidiaries in his or her individual capacity for the
payment of an Account or for the payment of any other amounts in
connection with an Account.

SECTION 6

MISCELLANEOUS

6.1. COMMITTEE. The Committee shall (except on a
temporary basis) consist of at least 3 individuals who shall be
appointed by and serve at the pleasure of the Chief Executive
Officer of The Coca-Cola Company. The Committee in the
administration and operation of this Program shall have the
power to take such equitable and other action as the Committee
acting in its absolute discretion deems necessary or appropriate
under the circumstances (including the power to delegate Committee
functions to others and to amend or terminate this Program under
Section 6.8). However, no member of the Committee shall act on
any request made by him or by her under this Program or on any
determination which relates to him or to her.

6.2. BENEFICIARY. Each Participant shall designate a
Beneficiary on an Election Form to receive his or her Account, if
any, in the event of his or her death and such designation shall be
effective when the Election Form is delivered to the Committee (or
to the Committee's delegate). However, if a Participant has a
lawful spouse on his or her date of death, such spouse automatically
shall be deemed to be his or her designated Beneficiary under this
Program unless such spouse consents in writing on an Election Form
to the Participant's designation of another person as his or her
Beneficiary under this Program. If no designated Beneficiary
survives the Participant or if no such designation is made, the
Participant's surviving spouse, if any, shall be deemed his or
her designated Beneficiary under this Program or, if there is no
such surviving spouse, the Participant's estate shall be deemed
his or her designated Beneficiary under this Plan. Finally,



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(a) if a Participant's Account is attributable to
the deferral of Voluntary Severance Program payments,
his or her Beneficiary under this Program automatically
shall be the person designated as his or her beneficiary
under such Voluntary Severance Program, and

(b) if a Beneficiary dies after an Account
becomes payable to him or to her under this Program,
such Account automatically shall be payable to such
Beneficiary's estate.

6.3. NO ASSIGNMENT; BINDING EFFECT. No Participant or
Beneficiary shall have the right to alienate, assign, commute or
otherwise encumber his or her benefits under this Program for any
purpose whatsoever, and any attempt to do so shall be disregarded
completely as null and void. The provision of this Program shall
be binding on each Participant (and on each person who claims a
benefit under such Participant) and on The Coca-Cola Company and
each other Employer.

6.4. ERISA. The Coca-Cola Company intends that this
Program come within the various exceptions and exemptions to the
Employee Retirement Income Security Act of 1974, as amended, for
an unfunded deferred compensation plan maintained primarily for a
select group of management or highly compensated employees. Any
ambiguities in this Program shall be construed to effect this
intent and, if a determination is made by any federal agency or
court that this Program for any reason fails to come within such
exceptions or exemptions, The Coca-Cola Company intends that the
Committee promptly terminate this Program.

6.5. CONSTRUCTION. This Program shall be construed in
accordance with the laws of the State of Georgia to the extent
that such laws have not been preempted by federal law. Headings
and subheadings have been added only for convenience of reference
and shall have no substantive effect under this Program. All
references to sections shall be to sections of this Program.



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6.6. TAX AND OTHER LAWS. The Coca-Cola Company shall
have the right to withhold on or deduct from any benefits paid
under this Program to the extent that The Coca-Cola Company deems
that such withholding or deduction is necessary or appropriate to
satisfy any federal, state or other applicable law which might
require The Coca-Cola Company to withhold on or deduct from such
benefits.

6.7. LIFE INSURANCE POLICY. Each Eligible Employee who
desires to participate in the Program shall be required as a
condition to such participation to authorize The Coca-Cola
Company (as part of his or her election under Section 3) to
purchase a life insurance policy on his or her life and to agree
to comply with the requirements, if any, for the issuance of any
such policy.

6.8 AMENDMENT AND TERMINATION. The Coca-Cola Company
acting through the Committee reserves the right to amend this
Program from time to time and to terminate this Plan at any time
and, further, reserves the right (a) to reduce or disregard any
interest credits made (or otherwise called for under this
Program) at any time to any Account if the Committee acting in
its absolute discretion determines that such action seems
necessary or appropriate or in the best interest of The Coca-Cola
Company and (b) to accelerate the payment of any Account or
Accounts, or all Accounts, if the Committee acting in its
absolute discretion determines that such action seems necessary
or appropriate or in the best interest of The Coca-Cola Company.


THE COCA-COLA COMPANY

By: /s/ Douglas A. Saarel



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COMPENSATION DEFERRAL AND INVESTMENT PROGRAM


AMENDMENT NUMBER 1


The Compensation Deferral and Investment Program is hereby
amended, effective May 1, 1986, as follows:

1. Section 2.8, "Employer," is amended effective May 1,
1986 by adding the phrase "as of May 1, 1986" after the
word "means" and by adding the phrase "and any
successor company or companies thereto by which any
Participant may become employed and of which The
Coca-Cola Company or any of its subsidiaries may own at
least 25% of the voting stock of such successor
company" at the end of the Section.

2. Section 2.15, "Voluntary Severance Program," is amended
by deleting the phrase "before April 15, 1986,"
effective May 1, 1986.

3. Section 3, "Election Rules," is hereby modified by
inserting a new second sentence in the first paragraph,
as follows:

"If an employee becomes an Eligible Employee because of
a retroactive salary increase on or after April 1,
1986, such Eligible Employee may elect to participate
by completing an Election Form before such time as the
Committee may establish for returning the Form."

4. Section 6.2, "Beneficiary," is amended by deleting
subparagraph (a) in its entirety and by restructuring
subparagraph (b) as a complete and undesignated
sentence beginning with the word "Finally."


AMENDMENT NUMBER TWO

COMPENSATION DEFERRAL & INVESTMENT PROGRAM


Pursuant to the power vested in the Committee to amend
or terminate The Coca-Cola Company Compensation Deferral &
Investment Program, the Committee hereby amends Section 6.8,
AMENDMENT AND TERMINATION, to more accurately reflect the
understanding which Participants have respecting the rights of
The Coca-Cola Company to amend or terminate such program, and
Section 6.8 as effective as of the date of this amendment shall
read as follows:

"6.8 AMENDMENT AND TERMINATION. The Committee may
amend this Program from time to time, may accelerate the
payment of any Account or Accounts, or all Accounts, if the
Committee acting in its absolute discretion determines that
such action seems necessary or appropriate or in the best
interest of The Coca-Cola Company, and may terminate this
Program at any time; provided, however,

(1) no such amendment, acceleration or
termination shall reduce the balance credited or the
interest to be credited to any Participant's Account
for any Program Year which has ended before the date
the Committee acts to adopt such amendment or to effect
such acceleration or termination,

(2) no action taken by the Committee after the
beginning of an Interest Credit Period to amend the
Program shall be effective for such period if such
amendment has the effect of reducing, or expressly
reduces, the Program Rate for such Interest Credit
Period,

(3) no action taken by the committee after the
beginning of an Interest Credit Period to effect any
such acceleration or termination shall be effective for
such period unless each Account affected by such
acceleration or termination receives the full interest
credit which such Account would have received for such
Interest Credit Period absent such acceleration or
termination, and

(4) if the Program Rate is set for an Interest
Credit Period at an effective annual rate which is
less than 8% per annum, this Program immediately



and automatically shall terminate and each Participant's
Account promptly thereafter (A) shall be credited with
the interest at the Program Rate which would have been
credited for such Interest Credit Period absent such
termination and (B) shall be paid in full to the
Participant."



AMENDMENT NUMBER THREE

TO

THE COCA-COLA COMPANY COMPENSATION DEFERRAL &

INVESTMENT PROGRAM



Pursuant to the power vested in the Committee to amend or
terminate The Coca-Cola Company Compensation Deferral &
Investment Program, the Committee hereby amends Section 2.7,
Employee, and Section 2.8, Employer, effective as of the Plan's
effective date, as follows:

"2.7. Employee -- means an employee of an employer or
any of its wholly owned subsidiaries.

2.8. Employer -- means

(1) The Coca-Cola Company,

(2) The Atlanta Coca-Cola Bottling Company,

(3) The Louisiana Coca-Cola Bottling Co. Limited,

(4) the Coca-Cola Bottling Company of Michigan,

(5) the Coca-Cola Bottling Company of New England,

(6) the Coca-Cola Bottling Company of California,

(7) the Coca-Cola Bottling Company of Ohio,

(8) Ore-Cal Coca-Cola Bottling Company,

(9) The Akron Coca-Cola Bottling Company,

(10) The Zanesville Coca-Cola Bottling Company,

(11) the Coca-Cola Export Corporation,

(12) the Belmont Springs Water Company, Inc.,

(13) The Entertainment Business Sector, Inc.,

(14) Hickory Publishing Company, Inc.


Any successor to an Employer which is expressly identified as
such in this Section 2.8 automatically shall be treated as an
Employer under this Plan."

The Compensation Deferral & Investment Program is hereby amended
as follows:

Add the following sentence as the 2nd sentence in
Section 5.1(a)(2):

"If a Participant's employment as an Employee terminates
(other than by reason of death) after the first date such
Participant is eligible to receive an early retirement
benefit under the Employee Retirement Plan of The Coca-Cola
Company or under any successor to such plan or any
comparable plan maintained by his or her Employer, but
before the date he or she attains age 65, he or she may
elect to defer the commencement of payments under this
Section 5.1(a)(2) until a date no later than the 1st day of
the first month on or after the earlier of (i) his or her
death or (ii) his or her 65th birthday. Such election is
irrevocable and must be received in writing by the Committee
not later than 365 days prior to a Participant's date of
termination."



AMENDMENT NUMBER FOUR

TO

THE COCA-COLA COMPANY COMPENSATION DEFERRAL

&

INVESTMENT PROGRAM



Pursuant to the power vested in The Coca-Cola Company
Compensation Deferral & Investment Program Committee (the
"Committee") to amend or terminate The Coca-Cola Company
Compensation Deferral & Investment Program (the "Program"),
the Committee hereby amends the Program as follows:

1. Effective January 1, 1995, Section 2.8, " Employer" is
amended by placing a comma after the word "Inc." in item (14)
thereof and adding the following new item (15) immediately
thereafter:

"(15) any corporation or other business organization in
which The Coca-Cola Company owns, directly or
indirectly, 10% or more of the voting stock or
capital."

2. Effective May 1, 1986, Section 5.1(a)(1), "General
Rule," is amended by deleting the phrase "and Section 5.3" at the
end of such subsection and by substituting in lieu thereof the
phrase ", Section 5.3 and Section 5.5."

3. Effective May 1, 1986, Section 5.1 (a)(2), "Post-
Retirement Installments," is amended by inserting "Except as
provided in Section 5.5," at the beginning of the first sentence
of such subsection.

4. Effective October 1, 1995, Section 5.1(a)(2), "Post-
Retirement Installments," is amended by deleting clause (i) in
its entirety and by inserting a new clause (i) in lieu thereof as
follows:


"(i) shall begin as of the later of (A) the
first day of the first calendar month following
the date his or her employment as an Employee
terminates (if his or her employment terminates
on or after his or her Retirement Date) or (B)
the first date as of which he or she could elect
to begin receiving payment of his or her benefit
under the Employee Retirement Plan of The Coca-Cola
Company or under any comparable retirement plan
maintained by his or her Employer, and".

5. Effective May 1, 1986, Section 5.1(a)(3), "Pre-
Retirement Installments," is amended by deleting the phrase "or
Section 5.3." at the end of such subsection and by substituting
in lieu thereof the phrase ",Section 5.3 or Section 5.5."

6. Effective May 1, 1986, Section 5.2(a), "General Rule,"
is amended by deleting the first sentence in its entirety and by
substituting a new sentence in lieu thereof as follows:

"Except as provided in Section 5.5, if a
Participant's employment as an Employee terminates
for any reason (other than death) before his or
her Retirement Date, no payment shall (subject to
Section 5.1(a)(4)) be made to the Participant
under Section 5.1(a) after the date the
Participant's employment so terminates, and the
Participant's Account shall (subject to Section
5.2(b)) be paid in a lump sum as soon as
practicable after such date."

7. Effective November 1, 1995, Section 5.2(a), "General
Rule," is amended by deleting the second sentence in its entirety
and by substituting the following in lieu thereof:

"Such payment shall be made as of the first day of
a calendar month, and his or her Account shall
(subject to Section 6.8) receive interest credits
for the period beginning on the date the
Participant's employment terminates and ending on
the last day of the calendar month preceding
payment based on a 2% per annum rate."

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8. Effective May 1, 1986, Section 5.2(c) is amended for
the purpose of clarification by renaming said Section as new
Section 5.5 to immediately follow Section 5.4, and by restating
said Section to read as follows:

"5.5. Involuntary Termination. Notwithstanding any
other provision in the Program to the contrary, if a
Participant's employment as an Employee ceases as a
result of involuntary termination, as determined by the
Committee acting in its complete discretion (other than
by reason of death), and the Participant has not made
an effective deferral election under Section 5.1(a)(2),
then no payment shall be made to the Participant under
Section 5.1(a) after his or her employment so
terminates, and the balance of his or her Account shall
be paid in level monthly installments which (i) shall
begin as of the first day of the first calendar month
which coincides with or follows the date the
Participant reaches age 65 or such other date as the
Committee may approve, in its discretion, and
(ii) shall end on the first day of the calendar month
which immediately precedes the date the Participant
reaches age 80. An Account (or the portion of an
Account) which is distributed under this Section 5.5
shall (subject to Section 6.8) receive interest rate
credits over the period for which such payments are
made under this Section 5.5 at the Program Rate in
effect on the date that such payments first begin, and
the level monthly payments under this Section 5.5 shall
be determined using such Program Rate."

9. Effective May 1, 1986, Section 5.3, "Death", is amended
by deleting said section in its entirety and by substituting a
new Section 5.3 as follows:

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"5.3. DEATH.

(a) GENERAL RULES.

(1) PRE-RETIREMENT DATE. Except as provided
in Section 5.3(b), if a Participant dies before
his or her Retirement Date, payment of the
Participant's Account shall be made to his or
her Beneficiary under Section 5.1(a)(2) and, if
applicable, Section 5.1(a)(3) under the same rules
which would (absent Section 5.5) have been in
effect for the Participant if the Participant had
survived as an Employee until his or her Retirement
Date.

(2) POST-RETIREMENT DATE. Except as provided in
Section 5.3(b), if a Participant dies on or after his
or her Retirement Date, the Participant's Account shall
be paid to his or her Beneficiary under Section
5.1(a)(2) as such Account would (absent any deferral
election under Section 5.1(a)(2) or any deferral under
Section 5.5) have been paid to the Participant, using
the date the Participant died as the date the
Participant terminated his or her employment as an
Employee.

(b) SPECIAL RULES.

(1) CONTINUATION. If a Participant dies after
the payment of his or her Account has begun under
Section 5.1(a)(2), Section 5.2 or Section 5.5, or if
payment is to be made under Section 5.1(a)(4) or to be
made under Section 5.2(a) as a result of the
Participant's termination of employment before death,
payment shall be made to the Participant's Beneficiary
under the same terms and conditions as payment would
have been made to the Participant if he or she had
survived.

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(2) ESTATE. Notwithstanding any other provisions
to the contrary:

(A) If a Participant's Beneficiary is his or
her estate, the balance of the Account payable at
the Participant's death shall be paid to the
Participant's estate in a lump sum in accordance
with the rules set forth in Section 5.2(a) as soon
as practicable after the Participant's date of
death; and

(B) If a Beneficiary dies after an Account
becomes payable to the Beneficiary under this
Program, the balance of the Account otherwise
payable to such Beneficiary shall be paid to such
Beneficiary's estate in a lump sum in accordance
with the rules set forth in Section 5.2(a) as soon
as practicable after the Beneficiary's date of death."

10. Effective October 1, 1995, Section 5.5 is amended to
read as follows:

"5.5. Involuntary Termination. Notwithstanding
any other provision in this Program to the
contrary, a Participant shall have the right under
this Section 5.5 to elect that, if his or her
employment as an Employee ceases as a result of
involuntary termination as determined by the
Committee acting in its complete discretion,
before the Participant's Retirement Date (other
than by reason of death or as a result of gross
misconduct, as determined by the Committee acting
in its complete discretion), the payment of his or
her Account be deferred and made in accordance
with the rules under Section 5.1 in lieu of any
payment under Section 5.2, as if the Participant's
employment as an Employee had actually terminated
on his or her Retirement Date. Any such election
shall be irrevocable and must be received in
writing by the Committee on or before November 30,
1995 and before the Participant's employment as an
Employee actually terminates."

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11. Notwithstanding the restatement of Section 5.5 in item
10 of this Amendment, Section 5.5 as in effect on September 30,
1995 shall remain in effect through November 30, 1995 for any
Participant who fails to satisfy Section 5.5 as restated
effective October 1, 1995 by item 10 of this Amendment.

12. Effective May 1, 1986, Section 6.8 is amended by
deleting said Section in its entirety and by substituting a new
Section 6.8 as follows:

"6.8 AMENDMENT AND TERMINATION. The Coca-Cola Company,
by action of the Committee, reserves the right to amend
this Program from time to time and to terminate this
Program at any time and, further, reserves the right
(a) to reduce or disregard any interest credits made
(or otherwise called for under this Program) at
any time to any Account if the Committee acting in its
absolute discretion determines that such action seems
necessary or appropriate or in the best interest of
The Coca-Cola Company and (b) to accelerate the payment
of any Account or Accounts, or all Accounts, if the
Committee acting in its absolute discretion determines
that such action seems necessary or appropriate or in
the best interest of The Coca-Cola Company."

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IN WITNESS WHEREOF, the Compensation Deferral & Investment
Program Committee has caused this Amendment to the Program to be
executed by a duly authorized member of the Committee this 28 day
of November, 1995.

THE COCA-COLA COMPANY COMPENSATION
DEFERRAL & INVESTMENT PROGRAM
COMMITTEE

BY: /s/ MICHAEL W. WALTERS

ATTEST:

/s/ C. RON CHEELEY
Secretary


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