AMD.#5 TO COMP.DEF.& INV. PROGRAM

EXHIBIT 10.8.2

AMENDMENT NUMBER FIVE
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 effective January 1, 1998 as
follows:

1. Section 2.9, INTEREST CREDIT PERIOD, is amended and
restated in its entirety to read as follows:

"2.9 INTEREST CREDIT PERIOD means

(a) the 12 consecutive month period which begins
on November 1, 1986 and each 12 consecutive month
period which begins on each November 1 thereafter,
through the period which begins on November 1,
1996;

(b) the 2 consecutive month period which begins
on November 1, 1997; and

(c) each calendar month which begins on or after
January 1, 1998."

2. Section 2.12, PROGRAM RATE, is amended and restated in
its entirety to read as follows:

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

(a) for Interest Credit Periods beginning before
January 1, 1998, the greater of

(i) 16% per annum, or

(ii) 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 April 30

which immediately precedes the beginning of
such Interest Credit Period plus 8 percentage
points; and

(b) for Interest Credit Periods beginning on or
after January 1, 1998, 14% per annum.

IN WITNESS WHEREOF, the Compensation Deferral & Investment
Program Committee has caused this Amendment to the Program
to be executed this 23rd day of December, 1997.

THE COCA-COLA COMPANY
COMPENSATION DEFERRAL &
INVESTMENT PROGRAM COMMITTEE



By: /s/ Michael W. Walters
Chairman




/s/ James E. Chestnut


/s/ C. Ron Cheeley