EXH.10.8.2 - COMP.CTEE. RESOLUTIONS

EXHIBIT 10.8.2


COMPENSATION COMMITTEE
Atlanta, Georgia
October 17, 1996


Resolutions amending conditions for the exercise of
stock appreciation rights for cash under the Company's stock
option plans
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WHEREAS, this Committee, as permitted by the 1991 Stock Option
Plan, as amended to and through the date hereof (the "1991
Plan"), may grant stock appreciation rights to certain key
employees of the Company, and stock appreciation rights have been
heretofore granted under the 1991 Plan and the 1987 Stock Option
Plan of the Company, as amended to and through the date hereof
(the "1987 Plan"); and

WHEREAS, the 1991 Plan and the 1987 Plan provide that this
Committee must determine whether the settlements of stock
appreciation rights are to be made for cash or for shares of
stock of The Coca-Cola Company ("Stock") or for any combination
of cash or Stock;

NOW, THEREFORE, BE IT RESOLVED, that all settlements of stock
appreciation rights heretofore and hereafter granted shall be
made solely in Stock with no adjustment for fractional shares
unless this Committee has already provided or hereafter otherwise
provides with respect to the specific stock appreciation rights;
and

FURTHER RESOLVED, that the foregoing shall supersede all prior
resolutions adopted by this Committee regarding the procedure for
exercise of stock appreciation rights for cash under the 1991
Plan and the 1987 Plan, which resolutions shall be of no force
and effect from and after the date hereof; and

FURTHER RESOLVED, that the Secretary of this Committee may
implement such procedures as she may deem necessary or convenient
to carry out the intent of this action of this Committee.