EXH.3 - CERT. OF INC. & 5/1/96 AMENDMENT

Exhibit 3


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RESTATED

CERTIFICATE OF INCORPORATION

OF

THE COCA-COLA COMPANY

(Originally incorporated on September 5, 1919)

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FIRST: The name of this corporation is

THE COCA-COLA COMPANY.

SECOND: Its registered office in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle. The name and address
of its registered agent is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801.

THIRD: The nature of the business or objects or purposes
proposed to be transacted, promoted or carried on are as
follows:

(1) To purchase or otherwise acquire all or any part of
the business, good-will, trade-names, trade-marks, proprietary
names, rights, property and other assets, and to assume all, or
any part of the liabilities, and to purchase or otherwise
acquire and take over as a going concern and to carry on the
business heretofore conducted by The Coca-Cola Company, a
corporation of the State of Georgia; to manufacture, mix,
compound, process, distill, clarify, bottle or otherwise prepare


for marketing, purchase, contract for or otherwise acquire, use,
sell or otherwise dispose of, import, export, deal in and deal
with, either as principal or agent, any and all syrups, drinks
and beverages of every character and description, compounds,
proprietary articles and preparations of all kinds, drugs,
extracts and chemicals, candies and confections of all kinds,
and any and all other articles, compounds and preparations of
every kind and description, including all compounds,
preparations and formulae now known, or to be hereafter
discovered or invented, and in general, to do a business of
manufacturing, buying, selling and dealing in materials,
products, by-products, articles, compounds and preparations of
every character and description; to manufacture, use, sell, deal
in and deal with carbonated waters and carbonic or other gases
used or useful in or in connection with waters and other liquids
designed for use as beverages or otherwise; to manufacture, use,
sell, deal in and deal with barrels, kegs, boxes, bottles and
other containers; to plant, cultivate, produce or purchase any
and all natural fruits or products required for or useful in the
manufacture or production of any of the articles or products
manufactured or dealt in by the corporation, and to hire, lease,
purchase, own or operate plantations, farms, fruit lands and all
other kinds of real property, and all rights, interests and
easements therein, steamships, cars and other means of
conveyance, and all other property necessary or convenient for
said purposes, and in connection therewith, and in aid thereof,
to establish and conduct a general mercantile and planting
business.

(2) To do a general commission and selling agent's
business, to buy, hold, own, manufacture, produce, sell or
otherwise dispose of, either as principal or agent, and upon
commission or otherwise, all kinds of personal property
whatsoever, without limit as to amount, to make and enter into
all manner and kinds of contracts, agreements, and obligations

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by or with any person or persons, corporation or corporations,
for the purchasing, acquiring, manufacturing, selling or
disposing of or turning to account any and all articles and
personal property of any kind or nature whatsoever, and,
generally, with full power and authority to perform any and all
acts connected therewith or arising therefrom or incidental
thereto, and all acts proper or necessary or advisable for the
purposes of such business.

(3) To guarantee, purchase, acquire, hold, sell, mortgage,
pledge and dispose of the shares of the capital stock, bonds,
obligations or other securities or evidences of indebtedness of
any corporation, domestic or foreign, and to issue in exchange
therefor its stock, bonds or other obligations, and, while owner
thereof, to possess and exercise all rights, powers and
privileges of ownership, including the right to vote thereon.

(4) To apply for, obtain, register, purchase, lease or
otherwise acquire, hold, own, use, operate under, introduce,
sell, assign, or otherwise dispose of, any and all trade-marks,
processes, trade-names and proprietary names, and distinctive
and descriptive marks, brands, labels and formulae, and to
purchase or otherwise acquire, hold, own, develop or promote the
development of, use, introduce, sell or otherwise dispose of,
any and all inventions, improvements, processes, designs,
letters patent and similar letters and rights granted by the
United States or by any foreign country, government, political
or municipal authority, and all licenses, grants, concessions or
other rights or interests which may be deemed to be beneficial
or useful for this corporation to acquire, own, develop, or
promote. To use, develop, manufacture under, or grant licenses
in respect of, or otherwise turn to account, any and all such
trade-marks, processes, inventions, patents and other rights,
and to engage in the business or businesses to which such rights
refer, or in which it may be deemed to be useful, advisable or

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profitable for this corporation to engage in connection
therewith.

(5) To purchase or otherwise acquire all or any part of
the business, good-will, trade-names and proprietary names,
rights, property and assets, and all accounts, and to assume
all, or any part of the liabilities of any person, corporation,
association or partnership or others, and to purchase or
otherwise acquire and take over as a going concern and to carry
on the business of any person, firm, association or corporation
or otherwise, and in connection therewith to acquire the good-
will and assume all or any part of the liabilities of the owner
of such business, and to pay for any such business or properties
in cash, stock, bonds, debentures or obligations of this
corporation, or otherwise; provided, however, that all such
stock, bonds, debentures or obligations of this corporation
shall only be issued in accordance and after compliance in every
respect with the Constitution and Laws of the State of Delaware
in such cases made and provided.

(6) To purchase or otherwise acquire, hold, control,
improve, farm, cultivate, irrigate, lease, sell, mortgage or
otherwise dispose of, deal in and deal with and turn to account
timber, farming, grazing, mineral and other lands and interests
and easements therein and appurtenant thereto, and the products
thereof, and to build, design, construct, acquire, maintain and
operate plants and works for the development of such lands, and
for the handling and preparing of and rendering commercially
available the various products thereof. To purchase or
otherwise acquire all other real property, leaseholds or any
other interest therein, in any state, territory or dependency of
the United States or in any foreign countries or places, and to
hold, improve, sell, dispose of and deal in the same. To lay
out, plot, or subdivide any part of said lands into parcels or
lands of convenient size with intervening roads, streets, lanes

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or alleys, and to develop, work, cultivate, improve and adorn
the same, and to dispose thereof in any manner and upon such
terms as this corporation may think proper. To design, erect,
construct, alter, maintain and improve houses, buildings,
sewers, drains or works of any sort or description on any lands
of this corporation, or upon any other lands, and to rebuild,
alter and improve existing houses, buildings or works thereon.
To convert any lands into and to build roads, streets or other
public places, and, generally, to deal with and improve all
property of this corporation. To sell, lease, hold, mortgage or
otherwise dispose of, any or all of such real estate, lands,
houses, buildings and other property of this corporation. To
purchase, lease or otherwise acquire, hold, deal in and deal
with, sell or otherwise dispose of all kinds of personal
property which this corporation may deem necessary or convenient
for the purpose of any of its businesses. To acquire, own, deal
in or deal with, sell or dispose of, all materials and articles
of any kind or description used or useful in connection with any
or all of the purposes and objects herein expressed.

(7) To conduct any and all of its business, both in the
State of Delaware (except such as it may not be permissible for
a corporation organized under Article 1 of the General
Corporation Law of the State of Delaware to conduct within said
State), and in all other states and territories, in the District
of Columbia, and in all dependencies, colonies or possessions of
the United States, and in foreign countries and places; and to
purchase, lease and otherwise acquire, hold, possess and convey
and otherwise dispose of real and personal property in all such
states and places to the extent that the same may be permissible
under the laws thereof.

(8) To do each and everything necessary, suitable,
convenient or proper for the accomplishment of any of the
purposes, or the attainment of any one or all of the objects

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hereinbefore enumerated or incidental to the powers herein
named, or which shall at any time appear conducive to or
expedient for the protection or benefit of this corporation,
either as holder of or interested in any property, or otherwise.
To have all the rights, powers and privileges now or hereafter
conferred by the laws of the State of Delaware upon corporations
organized under Article I of the General Corporation Law of said
state, or under any act amendatory thereof or supplemental
thereto or substituted therefor. The corporation shall not
exercise banking powers not permitted to a corporation so
organized.

(9) The foregoing clauses shall be construed both as
objects and powers, and it is hereby expressly provided that the
enumeration herein of specific objects and powers shall not be
held to limit or restrict in any manner the general powers of
this corporation.

FOURTH: The total number of shares of all classes of stock
that the corporation shall have authority to issue is Two
Billion Nine Hundred Million (2,900,000,000) shares, consisting
of Two Billion Eight Hundred Million (2,800,000,000) shares of
common stock, par value $.25 per share, and One Hundred Million
(100,000,000) shares of preferred stock, par value $1.00 per
share.

The Board of Directors of the corporation is authorized,
subject to any limitations prescribed by law, to provide for the
issuance of the shares of preferred stock in series, and by
filing a certificate pursuant to the applicable law of the State
of Delaware (hereinafter referred to as a "Preferred Stock
Designation") to establish from time to time the number of
shares to be included in each such series, and to fix the
designation, powers, preferences, and rights of the shares of
each such series and any qualifications, limitations or
restrictions thereof. The number of authorized shares of

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preferred stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative
vote of the holders of the majority of the shares of common
stock, without a vote of the holders of the shares of preferred
stock, or of any series thereof, unless a vote of any such
holders is required pursuant to the Preferred Stock Designation
or Preferred Stock Designations establishing the series of
preferred stock.

Each holder of shares of common stock shall be entitled to
one vote for each share of common stock held of record on all
matters on which the holders of shares of common stock are
entitled to vote.

No stockholder shall have any preemptive right to subscribe
to an additional issue of shares of any class of stock of the
corporation or to any security convertible into such stock.

FIFTH: The Board of Directors may declare and pay
dividends on the common stock out of the surplus or net earnings
of the corporation. In the event of any liquidation,
dissolution or winding up, whether voluntary or involuntary, of
the corporation, all assets and funds of the corporation shall
be distributed and paid to the holders of the common stock pro
rata according to the number of shares by them respectively
held.

SIXTH: This corporation is to have perpetual existence.

SEVENTH: The private property of the stockholders shall
not be subject to the payment of corporate debts to any extent
whatsoever.

EIGHTH: The Board of Directors of the corporation shall
have power to issue the authorized shares of stock of the
corporation from time to time for such consideration as they may
fix and as may be permitted by law.

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NINTH: The following provisions are inserted for the
regulation of the business and for the conduct of the affairs of
the corporation, and to create, define, limit and regulate the
powers of the corporation and of its directors and stockholders:

1. The By-Laws of the corporation may fix and alter the
number of directors and may prescribe their term of office, and
from time to time the number of directors may be increased or
decreased by amendment of the By-Laws, provided that in no case
shall the number of directors be less than three. In case of
any increase in the number of directors the additional directors
shall be chosen by the directors for a term to continue until
the next annual meeting of the stockholders or until their
successors are elected and qualify.

2. The Board of Directors, by a resolution passed by a
majority of the whole Board, may designate two or more of their
number to constitute an Executive Committee, who, to the extent
provided in said resolution or By-Laws of the corporation, shall
have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the corporation,
and shall have power to authorize the seal of the corporation to
be affixed to all papers which may require it.

3. The Board of Directors shall have power to make, alter
or amend or repeal the By-Laws of the corporation, but the
By-Laws so made, altered or amended by the directors may be
altered or repealed by the stockholders.

4. No holder of stock shall be entitled, as of right, to
subscribe for, purchase or receive any part of any authorized
but unissued stock or of any new or additional issue of stock,
preferred or common, or of bonds, notes, debentures or other
securities convertible into stock, but all such unissued, new or
additional shares of stock or bonds, notes, debentures or other
securities convertible into stock, may be issued and disposed of

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by the Board of Directors to such person or persons and on such
terms and for such consideration (so far as may be permitted by
law) as the Board of Directors in their absolute discretion may
deem advisable.

5. Except as herein otherwise expressly provided the
corporation reserves the right to amend, alter, change or repeal
any provision herein contained, in the manner now or hereafter
prescribed by law, and all rights conferred on stockholders
hereunder are granted subject to this provision.

6. No stockholder, or stockholders holding less than forty
per cent of the total stock issued shall be entitled to an
examination of the books of account or documents or papers or
vouchers of this corporation except by a resolution of the Board
of Directors giving such privileges and an examination shall
then be had only at the time and place, in the manner, to the
extent and by the person named in such resolution of the Board
of Directors, excepting always from this restriction such
corporate records as are by statute open to the inspection of
stockholders. This restriction shall not be construed to limit
the right or power of any officer of the corporation to examine
the books, papers or vouchers of said corporation.

7. A director of this corporation shall not in the absence
of fraud be disqualified by his office from dealing or
contracting with the corporation, either as vendor, purchaser or
otherwise, nor in the absence of fraud shall any transaction or
contract of this corporation be void or voidable by reason of
the fact that any director or any firm of which any director is
a member, or any corporation of which any director is a
stockholder or director, is in any way interested in such
transaction or contract, provided that such transaction or
contract is or shall be authorized, ratified or approved either
(1) by vote of the majority of a quorum of the Board of
Directors, or of the Executive Committee, without counting in

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such majority or quorum any director so interested, or a member
of a firm so interested, or a stockholder or director of a
corporation so interested; (2) by vote at a stockholders'
meeting of the holders of record of a majority of all the
outstanding shares of the capital stock of the corporation or by
writing or writings signed by a majority of such holders; nor
shall any director be liable to account to the corporation for
any profit realized by him from or through any such transaction
or contract of this corporation ratified or approved as
aforesaid, by reason of the fact that he or any firm of which he
is a member or any corporation of which he is a stockholder or
director was interested in such transaction or contract.
Nothing herein contained shall create any liability in the
events above described or prevent the authorization,
ratification or approval of such contracts or transactions in
any other manner provided by law.

TENTH:
A. A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is
amended after approval by the stockholders of this Article to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation
Law, as so amended.

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B. Any repeal or modification of Article Tenth,
Paragraph A, by the stockholders of the corporation shall not
adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.

IN WITNESS WHEREOF, this Restated Certificate of
Incorporation which restates and integrates and does not further
amend the provisions of the Certificate of Incorporation of the
corporation, as heretofore amended and supplemented, there being
no discrepancy between those provisions and the provisions of
this Restated Certificate of Incorporation, and having been duly
adopted by the Board of Directors of the corporation in
accordance with the provisions of Section 245 of the Delaware
General Corporation Law, has been executed by its duly
authorized officers, this 15th day of September, 1993.


THE COCA-COLA COMPANY

By: /s/ ROBERTO C. GOIZUETA
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Roberto C. Goizueta, Chairman
{SEAL} and Chief Executive Officer


Attest:

/s/ SUSAN E. SHAW
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Susan E. Shaw, Secretary





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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE COCA-COLA COMPANY


THE COCA-COLA COMPANY, a corporation organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware (the "Company"), hereby certifies:

FIRST: That at a meeting held December 20, 1995, at which
a quorum was acting and present throughout, resolutions were
duly adopted by the Board of Directors of the Company setting
forth a proposed amendment to the Restated Certificate of
Incorporation of the Company, declaring said amendment to be
advisable and directing that the proposed amendment and the
matter thereof be considered at the Annual Meeting of Share
Owners of the Company held on April 17, 1996. The resolution
setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of the
Company be, and the same hereby is, amended by deleting the
current Article "FOURTH" thereof, and substituting the
following:

"FOURTH: The total number of shares of all
classes of stock that the corporation shall have
authority to issue is Five Billion Seven Hundred
Million (5,700,000,000) shares, consisting of Five
Billion Six Hundred Million (5,600,000,000) shares
of common stock, par value $.25 per share, and One
Hundred Million (100,000,000) shares of preferred
stock, par value $1.00 per share.

The Board of Directors of the corporation is
authorized, subject to any limitations prescribed
by law, to provide for the issuance of the shares
of preferred stock in series, and by filing a
certificate pursuant to the applicable law of the
State of Delaware (hereinafter referred to as a
"Preferred Stock Designation") to establish from
time to time the number of shares to be included
in each such series, and to fix the designation,
powers, preferences, and rights of the shares of
each such series and any qualifications,
limitations or restrictions thereof. The number
of authorized shares of preferred stock may be
increased or decreased (but not below the number
of shares thereof then outstanding) by the


affirmative vote of the holders of the majority of the
shares of common stock, without a vote of the holders
of the shares of preferred stock, or of any series
thereof, unless a vote of any such holders is required
pursuant to the Preferred Stock Designation or
Preferred Stock Designations establishing the series
of preferred stock.

Each holder of shares of common stock shall be
entitled to one vote for each share of common stock
held of record on all matters on which the holders of
shares of common stock are entitled to vote.

No stockholder shall have any preemptive right to
subscribe to an additional issue of shares of any
class of stock of the corporation or to any security
convertible into such stock.

Each share of common stock of the corporation
issued and outstanding or held in the treasury of the
corporation immediately prior to the close of business
on May 1, 1996, that being the time when the amendment
of this Article FOURTH of the Certificate of
Incorporation shall have become effective, is changed
into and reclassified as two fully paid and
nonassessable shares of common stock, par value $.25
per share, and at the close of business on such date,
each holder of record of common stock shall, without
further action, be and become the holder of one
additional share of common stock for each share of
common stock held of record immediately prior thereto.
Effective at the close of business on such date, each
certificate representing shares of common stock
outstanding or held in treasury immediately prior to
such time shall continue to represent the same number
of shares of common stock and as promptly as
practicable thereafter, the corporation shall issue
and cause to be delivered to each holder of record of
shares of common stock at the close of business on
such date an additional certificate or certificates
representing one additional share of common stock for
each share of common stock held of record immediately
prior thereto."

SECOND: That thereafter, pursuant to resolutions of the
Board of Directors of the Company, the Annual Meeting of Share
Owners of the Company was duly called and held on April 17,
1996, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute was voted in
favor of the amendment.

THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation
Law of the State of Delaware.


FOURTH: That said amendment is to be effective at the
close of business on May 1, 1996.

IN WITNESS WHEREOF, the Company has caused this Certificate
to be signed by M. Douglas Ivester, its President and Chief
Operating Officer, attested by Susan E. Shaw, its Secretary, and
its seal hereunto affixed, all as of the first day of May, 1996.


THE COCA-COLA COMPANY

By: /s/ M. DOUGLAS IVESTER
---------------------------------
M. Douglas Ivester
President and Chief
Operating Officer
{SEAL}


Attest:

/s/ SUSAN E. SHAW
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Susan E. Shaw, Secretary