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