EXHIBIT 10.9.3

                                 
                     STOCK OPTION SUBCOMMITTEE
                                 
                         Atlanta, Georgia
                         October 17, 1996


Resolutions approving payment upon exercise of stock
options granted under the Stock Option Plans of The Coca-Cola
Company in cash or by delivery of shares of Company stock owned by
the optionee
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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 options to certain key employees of the Company,
and options 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 may determine whether the exercises of such stock
options shall be made in cash or by the delivery of shares of
stock of The Coca-Cola Company owned by the optionee;

NOW, THEREFORE, BE IT RESOLVED, that until otherwise determined by
this Committee under the 1987 Plan or the 1991 Plan, respectively,
all exercises of stock options heretofore and hereafter granted
from either the 1991 Plan or the 1987 Plan shall be made in cash
or by delivery of shares of stock of The Coca-Cola Company
("Stock") owned by the optionee, the value of the shares delivered
shall be computed on the basis of the average of the high and low
market prices at which a share of Stock shall have been sold on
the day the optionee elects to deliver shares of Stock upon
exercise of an option, or the next preceding trading day if such
date was not a trading day, as reported on the New York Stock
Exchange Composite Transaction listing; 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.


                     STOCK OPTION SUBCOMMITTEE
                                 
                         Atlanta, Georgia
                         October 17, 1996


Resolutions authorizing withholding for tax liabilities
in connection with exercises of stock options and stock
appreciation rights by delivery of or withholding of shares of
common stock under the Stock Option Plans of the Company
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RESOLVED, that holders of nonstatutory options and/or stock
appreciation rights for stock granted pursuant to the terms of the
1991 Stock Option Plan of the Company or the 1987 Stock Option
Plan of the Company may elect to deliver already-owned shares of
Company common stock or to have shares of Company common stock
withheld from the shares which would have been delivered upon
exercise of such option or stock appreciation right for stock in
order to satisfy the Federal, state and local tax liabilities
arising from the transaction, subject to the right of this
Committee to rescind its advance approval and to disapprove any
election;

FURTHER RESOLVED, that permission to so satisfy tax liabilities
shall be subject to the following conditions: (i) optionees or
holders of stock appreciation rights for stock electing to satisfy
tax liabilities as described above must make an irrevocable
election in writing to do so on or before the date as of which the
amount of tax to be withheld is determined, and (ii) the election
is subject to the right of this Committee to rescind approval as
described above; 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.