- ------------------------------------------------------------------------------
FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NO. 1-2217

THE COCA-COLA COMPANY
(Exact name of Registrant as specified in its charter)

DELAWARE 58-0628465
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

ONE COCA-COLA PLAZA
ATLANTA, GEORGIA 30313
(Address of principal executive offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 676-2121

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
COMMON STOCK, $.25 PAR VALUE NEW YORK STOCK EXCHANGE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 DURING THE PRECEDING 12 MONTHS AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES [X] NO [ ]

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]

THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT (ASSUMING FOR THESE PURPOSES, BUT WITHOUT CONCEDING, THAT
ALL EXECUTIVE OFFICERS AND DIRECTORS ARE "AFFILIATES" OF THE REGISTRANT)
AS OF MARCH 1, 1996 (BASED ON THE CLOSING SALE PRICE AS REPORTED ON THE
NEW YORK STOCK EXCHANGE ON SUCH DATE) WAS $87,135,188,213.

THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS OF
MARCH 1, 1996 WAS 1,250,755,704.

DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF THE COMPANY'S ANNUAL REPORT TO SHARE OWNERS FOR THE YEAR ENDED
DECEMBER 31, 1995, ARE INCORPORATED BY REFERENCE IN PARTS I, II AND IV.

PORTIONS OF THE COMPANY'S PROXY STATEMENT FOR THE ANNUAL MEETING OF SHARE
OWNERS TO BE HELD ON APRIL 17, 1996, ARE INCORPORATED BY REFERENCE IN
PART III.
- ------------------------------------------------------------------------------

PART I

ITEM 1. BUSINESS

The Coca-Cola Company (the "Company" or the "Registrant") was
incorporated in September 1919 under the laws of the State of
Delaware and succeeded to the business of a Georgia corporation
with the same name that had been organized in 1892. The Company
is the largest manufacturer, marketer and distributor of soft
drink concentrates and syrups in the world. Finished soft drink
products bearing the Company's trademarks, sold in the United
States since 1886, are now sold in nearly 200 countries and
include the leading soft drink products in most of these
countries. The Company also is the world's largest marketer and
distributor of juice and juice-drink products.

The business of the Company's "beverages" business sector is
nonalcoholic beverages -- principally soft drinks but also
noncarbonated beverages -- excluding particular beverages
produced, marketed and distributed by the Company's Coca-Cola
Foods business sector. Coca-Cola Foods produces, markets and
distributes principally juice and juice-drink products, primarily
in the United States and Canada. As used in this report, the
term "soft drinks" refers to nonalcoholic carbonated beverages
usually containing flavorings and sweeteners.

Of the Company's consolidated net operating revenues and
operating income for each of the past three years, the percentage
represented by geographic area is as follows:
MIDDLE
AND FAR
GREATER LATIN EAST AND UNITED
AFRICA EUROPE AMERICA CANADA STATES
------ ------- ------- -------- ------
Net Operating
Revenues
1995 3% 34% 11% 23% 29%
1994 3% 31% 12% 22% 32%
1993 2% 32% 12% 21% 33%

Operating Income
1995 5% 28% 18% 31% 18%
1994 4% 29% 17% 29% 21%
1993 4% 29% 16% 29% 22%

BEVERAGES BUSINESS

GENERAL BUSINESS DESCRIPTION

The Company manufactures and sells soft drink and
noncarbonated beverage concentrates and syrups, including
fountain syrups, and some finished beverages. Syrups are
composed of sweetener, water and flavoring concentrate. The
concentrates and syrups for bottled and canned beverages are sold
by the Company to authorized bottling and canning operations.
The bottlers or canners of soft drink products either combine the
syrup with carbonated water or combine the concentrate with
sweetener, water and carbonated water to produce finished soft
drinks. The finished soft drinks are packaged in authorized
containers bearing the Company's trademarks -- cans, refillable
and non-refillable glass and plastic bottles -- for sale to
retailers or, in some cases, wholesalers. Finished beverages
manufactured by the Company are sold by it to authorized bottlers
or distributors, who in turn sell these products to retailers or,
in some cases, wholesalers. Fountain syrups are manufactured and
sold by the Company, principally in the United States, to
authorized fountain wholesalers and some fountain retailers.
(Outside the United States, fountain syrups typically are
manufactured by authorized bottlers from concentrates sold to
them by the Company.) Authorized fountain wholesalers (including
certain authorized bottlers) sell fountain syrups to fountain
retailers. The fountain retailers use dispensing equipment to
mix the syrup with carbonated or still water and then sell
finished soft drinks or noncarbonated beverages to consumers in
cups and glasses.

The products of the Company's beverages business, including
bottled and canned beverages produced by independent and Company-
owned bottling and canning operations, as well as concentrates
and syrups, include Coca-Cola, Coca-Cola classic, caffeine free
Coca-Cola, caffeine free Coca-Cola classic, diet Coke (sold under
the trademark Coca-Cola light in many countries outside the
United States), caffeine free diet Coke, Cherry Coke, diet Cherry
Coke, Fanta brand soft drinks, Sprite, diet Sprite, Mr. PiBB,
Mello Yello, TAB, Fresca, Barq's root beer and other flavors,
POWERaDE, Fruitopia, Minute Maid flavors, Saryusaisai, Aquarius,
Bonaqa and other products developed for specific countries,
including Georgia brand ready-to-drink coffees. During 1995, the
Company acquired Barq's, Inc., the maker of the second largest-
selling root beer in the United States. Additionally, Coca-Cola
Nestle Refreshments, the Company's joint venture with Nestle
S.A., produces ready-to-drink teas and coffees in certain
countries.

Effective February 1, 1996, the operating management structure
for the Company's beverages business consists of five groups:
the Africa Group; the Greater Europe Group; the Latin America
Group; the Middle and Far East Group; and the North America
Group.

The Company's beverages business accounted for 91% of the
Company's net operating revenues in 1995, 89% in 1994 and 88% in
1993. The beverages business accounted for 100% of the Company's
operating income in 1995, and 97% in 1994 and 1993. In 1995,
concentrates and syrups for products bearing the trademark
"Coca-Cola" or including the trademark "Coke" accounted for
approximately 70% of the Company's total gallon shipments of
beverage concentrates and syrups. (For purposes of comparison,
physical units of concentrate have been converted in this report
to their equivalents in gallons of syrup.)

In 1995, approximately 30% of the Company's total gallon
shipments of beverage concentrates and syrups were in the United
States. In 1995, the Company's principal markets outside the
United States, based on gallon shipments of beverage concentrates
and syrups, were Mexico, Brazil, Japan and Germany, which
together accounted for approximately 27% of the Company's total
gallon shipments.

In the United States, in 1995 the Company made approximately
63% of its total United States gallon shipments of beverage
concentrates and syrups ("U.S. gallon shipments") to
approximately 116 authorized bottler ownership groups in
approximately 398 licensed territories. Those bottlers prepare
and sell finished beverage products bearing the Company's
trademarks for the food store and vending machine distribution
channels and for other distribution channels supplying home and
on-premise consumption. The remaining 37% of 1995 U.S. gallon
shipments was attributable to fountain syrups sold to fountain
retailers and to approximately 940 authorized fountain
wholesalers, some of whom are authorized bottlers. These
fountain wholesalers in turn sell the syrup to restaurants and
other fountain retailers. Coca-Cola Enterprises Inc. ("Coca-Cola
Enterprises") and its bottling subsidiaries and divisions
accounted for approximately 41% of the Company's U.S. gallon
shipments in 1995. As of February 16, 1996, the Company holds an
ownership interest of approximately 45% in Coca-Cola Enterprises,
which is the world's largest bottler of Company beverage
products.

In addition to conducting its own independent advertising and
marketing activities, the Company may choose to provide
promotional and marketing services and/or funds and consultation
to its bottlers and to fountain and bottle/can retailers. Also
on a discretionary basis, the Company may develop and introduce
new products, packages and equipment to assist its bottlers,
fountain syrup wholesalers and fountain beverage retailers.

The profitability of the Company's beverages business outside
the United States is subject to many factors, including
governmental trade regulations and monetary policies, economic
and political conditions in the countries in which such business
is conducted and the risk of changes in currency exchange rates
and regulations.

BOTTLERS' AGREEMENTS AND DISTRIBUTION AGREEMENTS

Bottling contracts between the Company and each of its bottlers
regarding beverages bearing the Company's trademarks ("Company
Trademark Beverages"), subject to specified terms and conditions
and minor variations, generally authorize the bottler to prepare
particular designated Company Trademark Beverages, to package
the same in particular authorized containers, and to distribute
and sell the same in (but generally only in) an identified

territory. The bottler is obligated to purchase its entire
requirement of concentrates or syrups for the designated
Company Trademark Beverages from the Company or other authorized
suppliers. The Company typically agrees to refrain from selling
or distributing or from authorizing third parties to sell or
distribute the designated Company Trademark Beverages throughout
the identified territory in the particular authorized containers;
however, the Company typically reserves for itself or its designee
the right (i) to prepare and package such beverages in such
containers in the territory for sale outside the territory and
(ii) to prepare, package, distribute and sell such beverages in
the territory in any other manner or form.

The contractual arrangements between the Company and its
authorized bottlers in the United States differ in certain
respects from those in the nearly 200 other countries in which
Company Trademark Beverages are sold. As hereinafter discussed,
the principal differences involve the duration of the agreements;
the inclusion or exclusion of canned beverage production rights
and authorizations to manufacture and distribute fountain syrups;
in some cases, the degree of flexibility on the part of the
Company to determine the pricing of syrups and concentrates; and
the extent, if any, of the Company's obligation to provide
marketing support.

OUTSIDE THE UNITED STATES. The bottling contracts between the
Company and its authorized bottlers outside the United States
generally are of stated duration, subject in some cases to
possible extensions or renewals of the term of the contract.
Generally, these contracts are subject to termination by the
Company following the occurrence of certain designated events,
including defined events of default and certain changes in
ownership or control of the bottler.

In many parts of the world outside the United States, the
Company has not granted canned beverage production rights to the
bottlers. In such instances, the Company or its designee
typically sells canned Company Trademark Beverages to the
bottlers for sale throughout the designated territory under can
distribution agreements, often on a non-exclusive basis. A
majority of the bottling contracts in force between the Company
and bottlers outside the United States authorize the bottler to
manufacture and distribute fountain syrups, usually on a non-
exclusive basis.

The Company generally has complete flexibility to determine
the price and other terms of sale of concentrates and syrups to
bottlers outside the United States and, although it may determine
in its discretion to do so, the Company typically has no
obligation under such bottling contracts to provide marketing
support to the bottlers.

WITHIN THE UNITED STATES. In the United States, with certain
very limited exceptions, the Company's bottling contracts for
cola-flavored beverages have no stated expiration date and the
contracts for other flavors are of stated duration, subject to
bottler renewal rights. The bottling contracts in the United
States are subject to termination by the Company for
nonperformance or upon the occurrence of certain defined events
of default which may vary from contract to contract. The
hereinafter described "1987 Contract" is terminable by the
Company upon the occurrence of certain events including: (1) the
bottler's insolvency, dissolution, receivership or the like; (2)
any disposition by the bottler or any of its subsidiaries of any
voting securities of any bottler subsidiary without the consent
of the Company; (3) any material breach of any obligation of the
bottler under the 1987 Contract; or (4) except in the case of
certain bottlers, if a person or affiliated group acquires or
obtains any right to acquire beneficial ownership of more than
10% of any class or series of voting securities of the bottler
without authorization by the Company.

Bottlers in the United States are authorized to manufacture
and distribute Company Trademark Beverages in bottles and cans,
but generally are not authorized to manufacture fountain syrups.
Rather, the Company manufactures and sells fountain syrups to
approximately 940 authorized wholesalers (including certain
authorized bottlers) and some fountain retailers. The
wholesalers in turn sell the syrups to restaurants and other
retailers. The wholesaler typically acts as such pursuant to a
non-exclusive annual letter of appointment which neither
restricts the pricing of fountain syrups by the Company nor the
territory in which the wholesaler may resell in the United
States.

In the United States, the newest form of bottling contract
for soft drinks (the "1987 Contract") gives the Company
complete flexibility to determine the price and other terms
of sale of soft drink concentrates and syrups for cola-flavored
Company Trademark Beverages ("Coca-Cola Trademark Beverages")
and other Company Trademark Beverages. Bottlers operating
under the 1987 Contract accounted for approximately 74% of the

Company's total United States gallon shipments for bottled and
canned beverages ("U.S. bottle/can gallon shipments") in 1995.
Certain other forms of the U.S. bottling contract, entered into
prior to 1987, provide for soft drink concentrates or syrups for
certain Coca-Cola Trademark Beverages to be priced pursuant to
a stated formula. The oldest such form of contract, applicable
to bottlers accounting for approximately 1% of U.S. bottle/can
gallon shipments in 1995, provides for a fixed price for
Coca-Cola syrup used in bottles and cans, subject to quarterly
adjustments to reflect changes in the quoted price of sugar.
Bottlers accounting for the remaining approximately 25% of U.S.
bottle/can gallon shipments in 1995 have contracts for certain
Coca-Cola Trademark Beverages with pricing formulas generally
providing for a baseline price that may be adjusted periodically
by the Company, up to a maximum indexed ceiling price, and is
adjusted quarterly based upon changes in certain sugar or
sweetener prices, as applicable.

Standard contracts with bottlers in the United States for the
sale of concentrates and syrups for non-cola-flavored products in
bottles and cans permit flexible pricing by the Company.

Under the 1987 Contract, the Company has no obligation to
participate with bottlers in expenditures for advertising and
marketing, but may, at its discretion, contribute toward such
expenditures and undertake independent or cooperative advertising
and marketing activities. Some bottling contracts that pre-date
the 1987 Contract impose certain marketing obligations on the
Company with respect to certain Company Trademark Beverages.

SIGNIFICANT EQUITY INVESTMENTS AND COMPANY BOTTLING OPERATIONS

The Company is committed to continuing to strengthen its
already strong bottler system. Over the last decade, bottling
investments have represented a significant portion of the
Company's investment assets. The principal objective of these
investments is to ensure strong and efficient production,
distribution and marketing systems in order to maximize long-term
growth in volume, cash flows and share-owner value of the bottler
and the Company.

When considered appropriate, the Company makes equity
investments in bottling companies, frequently as a minority share
owner. Through these investments, the Company is able to help
focus and improve sales and marketing programs, assist in the
development of effective business and information systems and
help establish capital structures appropriate for these
respective operations. For example, the joint venture known as
Coca-Cola Sabco (Proprietary) Limited ("Coca-Cola Sabco"), a new
multinational bottling holding company in Africa, was formed in
November 1995. The Company, through its subsidiary The Coca-Cola
Export Corporation, is a minority share owner, with Gutsche
Family Investments (Proprietary) Limited as a majority share
owner. During 1995 the Company also purchased additional shares
in Panamerican Beverages, Inc. ("Panamerican Beverages"), a
holding company with bottling subsidiaries in Colombia, Brazil,
Mexico and Costa Rica, thereby increasing its voting and economic
interests in Panamerican Beverages to 16% and 13%, respectively.
An investment agreement calls for further purchases by the Company
from time to time, if and when Panamerican Beverages acquires
additional bottling territories, until such time as the Company has
accumulated a 25% voting interest.

The Company designates certain bottling operations in which it
has invested as "anchor bottlers," due to their level of
responsibility and performance. Anchor bottlers, which include
Coca-Cola Amatil Limited ("Coca-Cola Amatil") and Coca-Cola
Enterprises, are considered to be strongly committed to the
strategic goals of the Company and to furthering the interests of
the Company's worldwide production, distribution and marketing
systems. They tend to be large and geographically diverse and
have strong financial and management resources.

In restructuring the bottling system, the Company occasionally
has held temporary majority ownership positions in certain
bottlers. The length of ownership is influenced by various
factors, including operational changes, management changes and
the process of identifying appropriate new investors and/or
operators.

In certain situations, owning a controlling interest in
bottling operations is considered advantageous, compensating for
limited local resources or facilitating improvements in customer
relationships. For example, during 1995 the Company acquired
seven bottling operations in northern Italy and six bottling
plants in Venezuela.

In line with the Company's long-term bottling strategy, the
Company will consider options for reducing its ownership interest
in a consolidated bottler. One such option is to sell the
Company's interest in a consolidated bottling operation to one of
the Company's equity method investees. In transactions during
1995, Coca-Cola Amatil purchased the Company's wholly owned
bottling operations in Poland, its 85% interests in two bottling
operations in Romania and its 75% interest in a bottling
operation in Croatia, for total consideration aggregating
approximately U.S.$411 million, subject to adjustment.

The Company's consolidated bottling and fountain operations
produced and distributed approximately 16% of worldwide unit case
volume and, together with consolidated canning operations,
generated approximately $6.4 billion in revenues in 1995. As
used in this report, the term "unit case" means a unit of
measurement equal to 192 U.S. fluid ounces of finished beverage
product (24 eight-ounce servings).

The Company also has substantial equity positions in
approximately 32 unconsolidated bottling, canning and
distribution operations for its products worldwide, including
bottlers representing approximately 43% of total U.S. unit case
volume in 1995. Unconsolidated cost and equity method investee
bottlers produced and distributed approximately 36% of the
Company's worldwide unit case volume in 1995. Of these,
significant equity method investee bottlers include those
hereinafter described.

COCA-COLA ENTERPRISES. The Company's ownership interest in
Coca-Cola Enterprises is approximately 45% as of February 16,
1996. Coca-Cola Enterprises is the world's largest bottler of
the Company's beverage products. Net sales of concentrates and
syrups by the Company to Coca-Cola Enterprises were $1.3 billion
in 1995. Coca-Cola Enterprises also purchases high fructose corn
syrup from the Company; however, related collections from
Coca-Cola Enterprises and payments to suppliers are not included
in the Company's consolidated statements of income. Coca-Cola
Enterprises estimates that the territories in which it markets
beverage products to retailers (which include portions of 38
states, the District of Columbia, the U.S. Virgin Islands and the
Netherlands) contain approximately 54% of the United States
population and 100% of the population of the Netherlands.

In 1995, approximately 69% of the unit case volume of
Coca-Cola Enterprises (excluding products in post-mix (fountain)
form) was Coca-Cola Trademark Beverages, approximately 21% of its
unit case volume was other Company Trademark Beverages, and
approximately 10% of its unit case volume was beverage products
of other companies. Coca-Cola Enterprises' net sales of beverage
products were approximately $6.8 billion in 1995.

COCA-COLA AMATIL. In July 1995, Coca-Cola Amatil completed a
public offering in Australia of approximately 97 million shares
of common stock. In connection with the offering, the Company's
ownership interest in Coca-Cola Amatil was diluted from
approximately 49% to approximately 40%.

Coca-Cola Amatil is the largest bottler of the Company's
beverage products in Australia and also has bottling and
distribution rights, through direct ownership or joint ventures,
in New Zealand, Fiji, Austria, Hungary, Papua New Guinea, the
Czech and Slovak Republics, Indonesia, Belarus, Slovenia,
Ukraine, Poland, Switzerland, Romania and Croatia. Coca-Cola
Amatil estimates that the territories in which it markets
beverage products contain approximately 99% of the population of
Australia, 100% of the populations of New Zealand, Fiji, Hungary,
Croatia, the Czech and Slovak Republics, Belarus, Slovenia and
Ukraine, 81% of the population of Austria, 83% of the population
of Papua New Guinea, 97% of the population of Indonesia, 91% of
the population of Poland, 24% of the population of Switzerland
and 46% of the population of Romania. In 1995, Coca-Cola
Amatil's net sales of beverage products were approximately
U.S.$2.2 billion.

In 1995, approximately 56% of the unit case volume of
Coca-Cola Amatil was Coca-Cola Trademark Beverages, approximately
34% of its unit case volume was other Company Trademark
Beverages, approximately 7% of its unit case volume was beverage
products of Coca-Cola Amatil and approximately 3% of its unit
case volume was beverage products of other companies.

COCA-COLA & SCHWEPPES BEVERAGES LTD. ("CC&SB"). The Company
owns a 49% interest in CC&SB, the leading marketer of beverage
products in Great Britain. CC&SB handles bottling and
distribution of beverage products of the Company and Cadbury
Schweppes PLC throughout Great Britain. In 1995, CC&SB's net
sales of beverage products were approximately U.S.$1.4 billion.

In 1995, approximately 55% of the unit case volume of CC&SB
was Coca-Cola Trademark Beverages, approximately 9% of its unit
case volume was other Company Trademark Beverages, approximately
32% of its unit case volume was beverage products of Cadbury
Schweppes PLC and approximately 4% of its unit case volume was
beverage products of other companies.

COCA-COLA FEMSA, S.A. DE C.V. ("COCA-COLA FEMSA"). In 1993,
the Company, through an indirect subsidiary, entered into a joint
venture with Fomento Economico Mexicano, S.A. de C.V. ("FEMSA"),
the largest "food, beverage and tobacco" company listed on the
Mexican Stock Exchange. The Company invested approximately
U.S.$195 million in exchange for a 30% economic interest in
Coca-Cola FEMSA, a Mexican holding company with bottling
subsidiaries in the Valley of Mexico, Mexico's southeastern
region and, since 1994, in Argentina. As a result of a
subsequent public offering, FEMSA now owns a 51% economic
interest in Coca-Cola FEMSA, the Company owns a 30% economic
interest and the remainder is owned by other investors.

Coca-Cola FEMSA estimates that the territories in which it
markets beverage products contain approximately 28% of the
population of Mexico and 26% of the population of Argentina. In
1995, Coca-Cola FEMSA's net sales of beverage products were
approximately U.S. $826 million. In 1995, approximately 79% of
the unit case volume of Coca-Cola FEMSA was Coca-Cola Trademark
Beverages, approximately 20% of its unit case volume was other
Company Trademark Beverages, and approximately 1% of its unit
case volume was beverage products of other companies.

COCA-COLA BOTTLERS PHILIPPINES, INC. ("CCBPI"). The Company
owns a 30% interest in CCBPI, the only bottler authorized to
manufacture and distribute beverage products of the Company in
the Philippines. In 1995, CCBPI's net sales of beverage products
were approximately U.S.$778 million.

In 1995, approximately 74% of the unit case volume of CCBPI was
Coca-Cola Trademark Beverages, approximately 17% of its unit case
volume was other Company Trademark Beverages, and approximately 9%
of its unit case volume was beverage products of other companies.

OTHER INTERESTS. Under the terms of the Coca-Cola Nestle
Refreshments ("CCNR") joint venture involving the Company, Nestle
S.A. and certain subsidiaries of Nestle S.A., the Company manages
CCNR's ready-to-drink tea business and Nestle S.A. manages CCNR's
ready-to-drink coffee business. The joint venture is applicable
to ready-to-drink tea and coffee beverages in the United States
and approximately 32 other countries.

SEASONALITY

Soft drink and noncarbonated beverage sales are somewhat
seasonal, with the second and third calendar quarters accounting
for the highest sales volumes in the Northern Hemisphere. The
volume of sales in the beverages business may be affected by
weather conditions.

COMPETITION

The Company's beverages business competes in the nonalcoholic
beverages segment of the commercial beverages industry. That
segment is highly competitive, consisting of numerous firms.
These include firms that compete, like the Company, in multiple
geographical areas as well as firms that are primarily local in
operation. Competitive products include carbonates, packaged
water, juices and nectars, fruit drinks and dilutables (including
syrups and powdered drinks), sports and energy drinks, coffee and
tea, still drinks and other beverages. Nonalcoholic beverages
are sold to consumers in both ready-to-drink and not-ready-to-
drink form.

Most of the Company's beverages business currently is in soft
drinks, as that term is defined in this report. The soft drink
business, which is part of the nonalcoholic beverages segment, is
itself highly competitive. The Company is the leading seller of
soft drink concentrates and syrups in the world. Numerous firms,
however, compete in that business. These consist of a range of
firms, from local to international, that compete against the
Company in numerous geographical areas.

In many parts of the world in which the Company does business,
demand for soft drinks is growing at the expense of other
commercial beverages. Competitive factors include pricing,
advertising and sales promotion programs, product innovation,
increased efficiency in production techniques, the introduction
of new packaging, new vending and dispensing equipment and brand
and trademark development and protection.

RAW MATERIALS

The principal raw material used by the Company's beverages
business in the United States is high fructose corn syrup, a form
of sugar, which is available from numerous domestic sources and
is historically subject to fluctuations in its market price. The
principal raw material used by the Company's beverages business
outside the United States is sucrose. The Company has a
specialized sweetener procurement staff and has not experienced
any difficulties in obtaining its requirements. In the United
States and certain other countries, the Company has authorized
the use of high fructose corn syrup in syrup for Coca-Cola and
other Company Trademark Beverages for use in both fountain syrup
and product in bottles and cans.

Generally, raw materials utilized by the Company in its
beverages business are readily available from numerous sources.
However, aspartame, which is usually used alone or in combination
with either saccharin or acesulfame potassium in the Company's
low-calorie soft drink products, is currently purchased by the
Company primarily from The NutraSweet Company, a subsidiary of
Monsanto Company, and from Holland Sweetener. Acesulfame
potassium is currently purchased from Hoechst Aktiengesellschaft.

COCA-COLA FOODS

GENERAL BUSINESS DESCRIPTION

The Company's Coca-Cola Foods business sector, with operations
in the United States and Canada, is the world's largest marketer
and distributor of juice and juice-drink products. In North
America, Coca-Cola Foods produces, markets and distributes the
following products: Minute Maid brand chilled ready-to-serve and
frozen concentrated citrus and variety juices, lemonades and
fruit punches; Minute Maid brand shelf-stable ready-to-serve
juice and juice-drink products in single and multi-serve
containers; Five Alive brand refreshment beverages; Bright &
Early brand breakfast beverages; Bacardi brand tropical fruit
mixers, which are manufactured and marketed under a license from
Bacardi & Company Limited; and Hi-C brand ready-to-serve fruit
drinks in single and multi-serve containers. In addition,
Coca-Cola Foods manufactures Fruitopia, POWERaDE and Minute Maid
Juices To Go products for the account of the Company's beverages
business, as well as certain ready-to-drink tea products of CCNR,
and also manages the production of such products by certain
bottlers acting as contract packers.

Both directly and through a network of brokers, Coca-Cola
Foods products are sold to retailers and wholesalers in North
America and to military commissaries and exchanges in the United
States and abroad. Coca-Cola Foods also distributes its products
outside North America, and provides both technical and marketing
assistance to other units of the Company relating to the
production and marketing of branded juice and juice-drink
products.

Minute Maid Foodservice, a division of Coca-Cola Foods,
provides airlines, restaurants, hotels, colleges, hospitals and
other institutions with a full line of juice and juice-drink
products and specialty dairy products. Minute Maid Foodservice
manufactures and distributes foodservice juice products under the
Minute Maid, Hi-C and other trademarks.

In 1995, Coca-Cola Foods unit volume declined 4% from the
prior year as the foods business implemented a strategy to reduce
short-term price promotions and increase long-term brand-building
and marketing investments. During the year, the foods business
invested heavily in new products and new packages to support its
Minute Maid, Hi-C and Five Alive businesses. Coca-Cola Foods
reported a modest operating loss of $14 million in 1995, due to a
decline in net revenues and to a nonrecurring provision for
increasing efficiencies. Minute Maid orange juice volume was
down 8.5% from the prior year while volume of other juice and
juice-drink products was up 0.6%.

During 1995, Coca-Cola Foods initiated a series of actions
intended to revitalize and build the equity of the Minute Maid
and Hi-C trademarks. Actions to support Minute Maid brand
products included the replacement of the 30-year-old black
packaging scheme with high quality full-color designs, the
addition of a screw-cap closure to 64-ounce cartons of Minute
Maid products and dedicated advertising in support of Minute Maid
orange juice, Minute Maid lemonade and Minute Maid Premium Choice
orange juice. Hi-C trademark activities included dedicated
advertising, new packaging graphics and the introduction of
7.7-ounce aluminum cans and a 10-pack for the aseptic drink box.

SEASONALITY

Overall demand for juice and juice-drink products does not
fluctuate in any significant manner throughout the calendar year.

COMPETITION

The juice and juice-drink products produced, marketed and
distributed by Coca-Cola Foods compete with a wide variety of
beverages in the highly competitive commercial beverages
industry, which includes other producers of regionally and
nationally advertised brands of juice and juice-drink products.
Significant competitive factors include advertising and trade
promotion programs, new product introductions, new and more
efficient production and distribution methods, new packaging and
dispensing equipment, and brand and trademark development and
protection.

RAW MATERIALS

The citrus industry is subject to the variability of weather
conditions, in particular the possibility of freezes in central
Florida, which may result in higher prices and lower consumer
demand for orange juice throughout the industry. Due to the
Company's long-standing relationship with a supplier of high-
quality Brazilian orange juice concentrate, the supply of juice
available that meets the Company's standards is normally
adequate to meet demand.

PATENTS, TRADE SECRETS, TRADEMARKS AND COPYRIGHTS

The Company is the owner of numerous patents, copyrights and
trade secrets, as well as substantial know-how and technology
(herein collectively referred to as "technology"), which relate
to its products and the processes for their production, the
packages used for its products, the design and operation of
various processes and equipment used in its business and certain
quality assurance and financial software. Some of the technology
is licensed to suppliers and other parties. The Company's soft
drink and other beverage formulae are among the important trade
secrets of the Company.

The Company owns numerous trademarks which are very important
to its business. Depending upon the jurisdiction, trademarks are
valid as long as they are in use and/or their registrations are
properly maintained and they have not been found to have become
generic. Registrations of trademarks can generally be renewed
indefinitely as long as the trademarks are in use. The majority
of the Company's trademark license agreements are included in the
Company's bottler agreements. The Company has registered and
licenses the right to use its trademarks in conjunction with
certain merchandise other than soft drinks.

GOVERNMENTAL REGULATION

The production, distribution and sale in the United States of
many of the Company's products are subject to the Federal Food,
Drug and Cosmetic Act; the Occupational Safety and Health Act;
the Lanham Act; various environmental statutes; and various other
federal, state and local statutes regulating the production,
transportation, sale, safety, advertising, labeling and
ingredients of such products.

A California law requires that any person who exposes another
to a carcinogen or a reproductive toxicant must provide a warning
to that effect. Because the law does not define quantitative
thresholds below which a warning is not required, virtually all
food manufacturers are confronted with the possibility of having
to provide warnings on their food products due to the presence of
trace amounts of defined substances. Regulations implementing
the law exempt manufacturers from providing the required warning
if it can be demonstrated that the defined substances occur
naturally in the product or are present in municipal water used
to manufacture the product. The Company has assessed the impact
of the law and its implementing regulations on its soft drink
products and other products and has concluded that none of its
products currently requires a warning under the law. The Company
cannot predict whether, or to what extent, food industry efforts
to minimize the law's impact on foods will succeed; nor can the
Company predict what impact, either in terms of direct costs or
diminished sales, imposition of the law will have.

Bottlers of the Company's beverage products presently offer
non-refillable containers in all areas of the United States and
Canada. Many such bottlers also offer refillable containers,
although overall U.S. sales in refillable containers are
relatively limited. Measures have been enacted in certain
localities and are currently in effect in nine states which
require that a deposit be charged for certain non-refillable
beverage containers. Similar proposals have been introduced in
other states and localities and in past sessions of Congress, and
it is anticipated that similar legislation will be introduced in
the current session of Congress.

All of the Company's facilities in the United States are
subject to federal, state and local environmental laws and
regulations. Compliance with these provisions has not had, and
the Company does not expect such compliance to have, any material
adverse effect upon the Company's capital expenditures, net
income or competitive position.

EMPLOYEES

As of December 31, 1995, the Company and its subsidiaries
employed approximately 32,000 persons, of whom approximately
10,000 are located in the United States. The Company, through
its divisions and subsidiaries, has entered into numerous
collective bargaining agreements, and the Company has no reason
to believe it will not be able to renegotiate any such agreements
on satisfactory terms. The Company believes that its relations
with its employees are generally satisfactory.

FINANCIAL INFORMATION ON INDUSTRY SEGMENTS AND GEOGRAPHIC AREAS

For financial information on industry segments and operations
in geographic areas, see pages 67 and 68 of the Annual Report to
Share Owners for the year ended December 31, 1995, which are
incorporated herein by reference.

ITEM 2. PROPERTIES

The Company's worldwide headquarters is located on a 40-acre
office complex in Atlanta, Georgia. The complex includes the
approximately 480,000 square feet headquarters building, the
approximately 731,000 square feet Coca-Cola USA building and, in
addition, an approximately 232,000 square feet office building.
Also located in the complex are several other buildings,
including the technical and engineering facilities, learning
center and the Company's Reception Center. The Company leases
approximately 259,000 square feet of office space at Ten
Peachtree Place, Atlanta, Georgia, which is owned by a joint
venture of which an indirect subsidiary of the Company is a
partner. The Company and its subsidiaries and divisions have
facilities for administrative operations, manufacturing,
processing, packaging, packing, storage and warehousing
throughout the United States.

The Company owns 40 principal beverage concentrate and/or
syrup manufacturing plants throughout the world, including one
plant currently under construction. The Company currently owns
or holds a majority interest in 32 operations with 47 principal
beverage bottling and canning plants located outside the United
States.

Coca-Cola Foods, whose business headquarters is located in
Houston, Texas, occupies its own office building, which contains
approximately 330,000 square feet. Coca-Cola Foods operates 11
production facilities throughout the United States and Canada and
utilizes a system of contract packers which produce and
distribute products in areas where Coca-Cola Foods does not have
its own manufacturing centers or during periods when it
experiences manufacturing overflow.

The Company directly or through wholly owned subsidiaries owns
or leases additional real estate throughout the world, including
a wholly owned office and retail building at 711 Fifth Avenue in
New York, New York. This real estate is used as office space by
the Company or, in the case of some owned property, leased to
others.

Management believes that the facilities for the production of
its beverage and food products are suitable and adequate for the
business conducted therein, that they are being appropriately
utilized in line with past experience and that they have
sufficient production capacity for their present intended
purposes. The extent of utilization of such facilities varies
based upon the seasonal demand for product. While it is not
possible to measure with any degree of certainty or uniformity
the productive capacity and extent of utilization of these
facilities, management believes that additional production can be
obtained at the existing facilities by the addition of personnel
and capital equipment and, in some facilities, the addition of
shifts of personnel or expansion of such facilities. The Company
continuously reviews its anticipated requirements for facilities
and, on the basis of that review, may from time to time acquire
additional facilities and/or dispose of existing facilities.

ITEM 3. LEGAL PROCEEDINGS

In May 1993, the Company discovered that its Carolina, Puerto
Rico plant was unintentionally discharging, without a permit,
process wastewater to a stormwater sewer which ultimately
discharged to a surface waterbody. The Company immediately
remedied the unintentional discharge and reported it to
appropriate environmental agencies. The plant was sold in 1994;
however, the Company has agreed to retain any potential legal
liability resulting from the unintentional discharge. The
statutory maximum penalty which could be sought against the
Company is in excess of $100,000.

On February 26, 1992, suit was brought against the Company in
Texas state court by The Seven-Up Company, a competitor of the
Company. An amended complaint was filed by The Seven-Up Company
on February 8, 1994. The suit alleges that the Company is
attempting to dominate the lemon-lime segment of the soft drink
industry by tortious acts designed to induce certain independent
bottlers of the Company's products to terminate existing
contractual relationships with the plaintiff pursuant to which
such bottlers bottle and distribute the plaintiff's lemon-lime
soft drink products. As amended, the complaint alleges that
Coca-Cola/Seven-Up bottlers in several different territories,
including Nacogdoches, Texas; Oklahoma City, Oklahoma; Fargo,
North Dakota; Shreveport, Louisiana; Elkins, West Virginia;
Salem, New Hampshire; Fayetteville, Arkansas; Pine Bluff,
Arkansas and Vicksburg, Mississippi, were illegally induced into
initiating Sprite distribution and discontinuing Seven-Up
distribution. The Company is accused of using several different
purportedly improper tactics to bring about those bottler
decisions, including false and misleading statements by the
Company about the plaintiff's past, present and future business
operations, improper financial advancements and various forms of
alleged coercion.

The complaint seeks unspecified money damages for (1) alleged
tortious interference with the plaintiff's contractual relations,
(2) alleged intentional tortious conduct to injure plaintiff,
(3) alleged disparagement of the plaintiff and its business, and
(4) alleged false and injurious statements harmful to plaintiff's
interests. The complaint also seeks an injunction prohibiting
future allegedly tortious conduct by the Company and seeks an
award of punitive damages in the amount of at least $500 million.
In 1993, the Company filed a counterclaim against The Seven-Up
Company in the matter alleging that The Seven-Up Company has
tortiously interfered with the Company's efforts to obtain
distribution of its lemon-lime soft drink, Sprite, through
bottlers of Coca-Cola.

On July 22, 1992, The Seven-Up Company filed a related suit in
federal court in Texas alleging that the facts and circumstances
giving rise to the state court suit (described above) also
constitute a violation of the federal Lanham Act which, inter
alia, proscribes false advertisement and disparagement of a
competitor's goods and services. The suit sought injunctive
relief, treble damages and attorneys' fees. In October 1994, the
federal Lanham Act suit was tried and resulted in a jury verdict
in favor of Seven-Up on certain of its claims. The jury awarded
Seven-Up a total of $2.53 million in damages. In December 1994,
the federal court entered an order setting aside that damage
award and awarded judgment in favor of the Company
notwithstanding the verdict. Seven-Up appealed that judgment.

Shortly after the federal court's ruling, the Company asked
the state court to dismiss all of the plaintiff's remaining
claims in that case based upon the judgment entered in the
federal case. On February 14, 1995, the state court granted that
motion and dismissed all of Seven-Up's remaining claims.
Seven-Up appealed that ruling as well. The appeals in both
cases have been briefed and are awaiting decisions by the
United States Court of Appeals for the Fifth Circuit and the
Court of Appeals for the Fifth District of Texas, respectively.

On April 22, 1994, Deborah A. Heller, et al., individually and
as a class representative, filed a class action lawsuit against
the Company and other sellers of diet beverages in the Supreme
Court of the State of New York, County of Kings, which alleged
that the plaintiff and other members of the purported class had
been defrauded by the defendants by reason of their failure to
advise consumers that the sweetness level of diet beverages
sweetened with aspartame degrades over time. The initial
complaint, which asserted claims based upon common law fraud and
violation of New York state consumer protection statutes, did not
indicate a specific damage amount in its prayer for damages. On
July 27, 1994, plaintiffs filed an amended complaint adding
several individually-named plaintiffs and a claim for unjust
enrichment. On September 23, 1994, the Company filed a motion to
dismiss plaintiffs' amended complaint in its entirety. On
November 7, 1994, the plaintiffs filed a motion for summary
judgment seeking from the Company damages of at least $1.187
billion based upon its sales of such diet soft drinks during the
period from April 1988 through December 1993. The New York law
upon which plaintiffs' claims are based allows the Court, at its
discretion, to increase up to three times any damages it awards.

On April 4, 1995, the Court granted defendants' motion to
dismiss the complaint, ruling that the Federal Food and Drug
Administration has primary jurisdiction over the issue raised by
plaintiffs; and that, in any event, plaintiffs had failed to
state a cause of action under any of the various fraud,
misrepresentation and/or consumer protection counts of their
complaint. The Court also held that plaintiffs had no unjust
enrichment claim. Plaintiffs' cross motions for class action
certification and partial summary judgment were deemed moot in
light of the Court's other rulings and were not formally ruled
upon. Plaintiffs thereafter filed a notice of appeal and also
asked the Court to reconsider its earlier opinion. The latter
request was denied by the Court on October 31, 1995. The case is
now proceeding through the appellate stage in the Appellate
Division of the New York Supreme Court.

The Company is involved in various other legal proceedings.
The Company believes that any liability to the Company which may
arise as a result of these proceedings, including the proceedings
specifically discussed above, will not have a material adverse
effect on the financial condition of the Company and its
subsidiaries taken as a whole.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM X. EXECUTIVE OFFICERS OF THE COMPANY

The following are the executive officers of the Company:

Roberto C. Goizueta, 64, is Chief Executive Officer and
Chairman of the Board of Directors of the Company. In August
1980, Mr. Goizueta was elected Chief Executive Officer and
Chairman of the Board effective March 1981, at which time he
assumed these positions.

M. Douglas Ivester, 48, is President and Chief Operating
Officer and a Director of the Company. In January 1985,
Mr. Ivester was elected Senior Vice President and Chief Financial
Officer of the Company and served in that capacity until June
1989, when he was appointed President of the European Community
Group of the International Business Sector. He was appointed
President of Coca-Cola USA in August 1990, and was appointed
President of the North America Business Sector in September 1991.
He served in the latter capacity until April 1993 when he was
elected Executive Vice President of the Company and Principal
Operating Officer/North America. Mr. Ivester was elected to his
current positions in July 1994.

James E. Chestnut, 45, is Senior Vice President and Chief
Financial Officer of the Company. Mr. Chestnut joined the
Company in 1972 in London. In 1984, he was named Finance
Manager for the Philippine Region in Manila and, in 1987,
Manager of International Treasury Services, Pacific Group, in
Atlanta. He was named Finance Manager for the North Pacific
Division of the International Business Sector in 1989 before
being elected Vice President and Controller of the Company in
1993. He was elected to his present position in July 1994.

Jack L. Stahl, 42, is Senior Vice President of the Company
and President of the North America Group. In March 1985,
Mr. Stahl was named Manager, Planning and Business Development
and was appointed Assistant Vice President in April 1985. He
was elected Vice President and Controller in February 1988
and served in that capacity until he was elected Senior Vice
President and Chief Financial Officer in June 1989. He was
appointed to his present position in July 1994.

Weldon H. Johnson, 58, is Senior Vice President of the
Company and President of the Latin America Group. In January
1983, Mr. Johnson was named President of Coca-Cola (Japan)
Company, Limited. In April 1987, he was elected Executive
Vice President of the Latin America Group of the International
Business Sector. He was elected Senior Vice President in
December 1987 and was appointed President of the Latin America
Group of the International Business Sector in January 1988.

E. Neville Isdell, 52, is Senior Vice President of the
Company and President of the Greater Europe Group. Mr. Isdell
became President of the Company's Central European Division in
July 1985 and was elected Senior Vice President of the Company
and appointed President of the Northeast Europe/Africa Group
effective in January 1989. Effective January 1993 he became
President of the Northeast Europe/Middle East Group of the
International Business Sector. He was appointed to his present
position in January 1995.

Douglas N. Daft, 52, is Senior Vice President of the
Company and President of the Middle and Far East Group. In
November 1984, Mr. Daft was appointed President of Coca-Cola
Central Pacific Ltd. In October 1987, he was appointed Senior
Vice President of the Pacific Group of the International
Business Sector. In January 1989, he was named President of
Coca-Cola (Japan) Company, Limited and President of the North
Pacific Division of the International Business Sector. Effective
1991 he was elected Senior Vice President of the Company and
named President of the Pacific Group of the International
Business Sector. He was appointed to his current position,
effective January 1995.

Carl Ware, 52, is Senior Vice President of the Company and
President of the Africa Group. In 1979, Mr. Ware was
appointed Vice President, Special Markets, Coca-Cola USA. In
March 1982, he was appointed Vice President, Urban Affairs,
of the Company. He was elected Senior Vice President and
Director, Corporate External Affairs in 1986 and became Deputy
Group President of the Northeast Europe/Africa Group of the

International Business Sector in July 1991, a position
he held until he was named to his current position, effective
January 1993.

Joseph R. Gladden, Jr., 53, is Senior Vice President and
General Counsel of the Company. In October 1985, Mr. Gladden
was elected Vice President. He was named Deputy General
Counsel in October 1987 and served in that capacity until he
was elected Vice President and General Counsel in April 1990.
He was elected Senior Vice President in April 1991.

Sergio Zyman, 50, is Senior Vice President of the Company
and Chief Marketing Officer. Mr. Zyman first joined the
Company in 1979 and later served as Senior Vice President of
Marketing for Coca-Cola USA until 1986. After a seven year
absence from the Company, during which he acted as consultant
to different companies through Sergio Zyman & Co. and Core
Strategy Group, he returned to assume his current position in
August 1993.

Earl T. Leonard, Jr., 59, is Senior Vice President of the
Company with responsibility for Corporate Affairs. Mr. Leonard
was elected to his current position in April 1983.

Anton Amon, 52, is Senior Vice President of the Company and
Manager of the Company's Product Integrity Division. Dr. Amon
was named Senior Vice President of Coca-Cola USA in 1983. In
1988, he joined Coca-Cola Enterprises as Vice President,
Operations. In September 1989, Dr. Amon returned to the
Company as director, Corporate Quality Assurance. He was
elected Vice President in October 1989. He became Manager,
Product Integrity Division, in January 1992 and was elected
to his current position in July 1992.

George Gourlay, 54, is Senior Vice President of the Company
and Manager of the Technical Operations Division. Mr. Gourlay
was named Manager, Corporate Concentrate Operations in 1986,
named Assistant Vice President in 1988, and was elected
Vice President in 1989. Mr. Gourlay became head of the
Technical Operations Division in January 1992 and was elected
to his current position in July 1992.

Ralph H. Cooper, 56, is Senior Vice President of the
Company and President and Chief Executive Officer of
Coca-Cola Foods. Mr. Cooper was appointed Senior Vice
President of the Europe and Africa Group in July 1984 and was
named Senior Vice President of Coca-Cola International and
President of the Northwest European Division in January 1989.
He was elected Senior Vice President of the Company and
President of the European Community Group of the
International Soft Drink Business Sector in August 1990. In
January 1995, he was named Executive Vice President of
Coca-Cola Foods and served in that capacity until he was
appointed President and Chief Executive Officer of Coca-Cola
Foods in July 1995.

All executive officers serve at the pleasure of the Board of
Directors.

There is no family relationship between any of the executive
officers of the Company.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHARE-OWNER MATTERS

"Financial Review Incorporating Management's Discussion and
Analysis" on pages 41 through 47, "Selected Financial Data" for
the years 1994 and 1995 on page 48, "Stock Prices" on page 71 and
"Common Stock" and "Dividends," under the heading "Share-Owner
Information" on page 75 of the Company's Annual Report to Share
Owners for the year ended December 31, 1995, are incorporated
herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

"Selected Financial Data" for the years 1991 through 1995, on
pages 48 and 49 of the Company's Annual Report to Share Owners
for the year ended December 31, 1995, is incorporated herein by
reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

"Financial Review Incorporating Management's Discussion and
Analysis" on pages 41 through 47 of the Company's Annual Report
to Share Owners for the year ended December 31, 1995, is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of the
Registrant and its subsidiaries, included in the Company's Annual
Report to Share Owners for the year ended December 31, 1995, are
incorporated herein by reference:

Consolidated Balance Sheets -- December 31, 1995 and 1994.

Consolidated Statements of Income -- Years ended
December 31, 1995, 1994 and 1993.

Consolidated Statements of Cash Flows -- Years ended
December 31, 1995, 1994 and 1993.

Consolidated Statements of Share-Owners' Equity -- Years
ended December 31, 1995, 1994 and 1993.

Notes to Consolidated Financial Statements.

Report of Independent Auditors.

"Quarterly Data (Unaudited)" on page 71 of the Company's Annual
Report to Share Owners for the year ended December 31, 1995, is
incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information on Directors of the Registrant, the section
under the heading "Election of Directors" entitled "Board of
Directors" on pages 2 through 6 of the Company's Proxy Statement
for the Annual Meeting of Share Owners to be held April 17, 1996,
is incorporated herein by reference. See Item X in Part I hereof
for information regarding executive officers of the Registrant.

ITEM 11. EXECUTIVE COMPENSATION

The section under the heading "Election of Directors" entitled
"Committees of the Board of Directors; Meetings and Compensation
of Directors" on pages 8 and 9 and the section entitled
"Executive Compensation" on pages 10 through 17 of the Company's
Proxy Statement for the Annual Meeting of Share Owners to be held
April 17, 1996, are incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The sections under the heading "Election of Directors" entitled
"Ownership of Equity Securities in the Company" on pages 6 and 7
and "Principal Share Owners" on pages 7 and 8, and the section
under the heading "The Major Investee Companies" entitled
"Ownership of Securities in Coca-Cola Enterprises, Coca-Cola
Amatil and Coca-Cola Beverages" on page 24 of the Company's Proxy
Statement for the Annual Meeting of Share Owners to be held
April 17, 1996, are incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The sections under the heading "Election of Directors" entitled
"Committees of the Board of Directors; Meetings and Compensation
of Directors" on pages 8 and 9 and "Certain Transactions" on
pages 9 and 10, the section under the heading "Executive
Compensation" entitled "Compensation Committee Interlocks and
Insider Participation" on page 23 and the section under the
heading "The Major Investee Companies" entitled "Certain
Transactions with Investee Companies" on pages 23 and 24 of the
Company's Proxy Statement for the Annual Meeting of Share Owners
to be held April 17, 1996, are incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
FORM 8-K

(a) 1. Financial Statements

The following consolidated financial statements of
The Coca-Cola Company and subsidiaries, included in the
Registrant's Annual Report to Share Owners for the year
ended December 31, 1995, are incorporated by reference
in Part II, Item 8:

Consolidated Balance Sheets -- December 31, 1995 and 1994.

Consolidated Statements of Income -- Years ended December
31, 1995, 1994 and 1993.

Consolidated Statements of Cash Flows -- Years ended
December 31, 1995, 1994 and 1993.

Consolidated Statements of Share-Owners' Equity -- Years
ended December 31, 1995, 1994 and 1993.

Notes to Consolidated Financial Statements.

Report of Independent Auditors.

2. The following consolidated financial statement schedule
of The Coca-Cola Company and subsidiaries is included in
Item 14(d):

Schedule II -- Valuation and Qualifying Accounts.

All other schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and, therefore, have
been omitted.

3. Exhibits

EXHIBIT NO.
- -----------

3.1 Restated Certificate of Incorporation of the Registrant,
effective October 1, 1993 -- incorporated herein by
reference to Exhibit 3.2 of the Registrant's Form 10-Q
Quarterly Report for the quarter ended September 30,
1993.

3.2 By-Laws of the Registrant, effective April 15, 1993 --
incorporated herein by reference to Exhibit 3 of the
Registrant's Form 10-Q Quarterly Report for the quarter
ended June 30, 1994.

4.1 The Registrant agrees to furnish to the Securities and
Exchange Commission, upon request, a copy of any
instrument defining the rights of holders of long-term
debt of the Registrant and all of its consolidated
subsidiaries and unconsolidated subsidiaries for which
financial statements are required to be filed with the
Securities and Exchange Commission.

10.1 Long Term Performance Incentive Plan of the Registrant, as
amended November 23, 1988.*

10.2 The Key Executive Retirement Plan of the Registrant, as
amended.*

10.3 Supplemental Disability Plan of the Registrant, as amended
-- incorporated herein by reference to Exhibit 10.3 of
the Registrant's Form 10-K Annual Report for the year
ended December 31, 1991.*

10.4 Annual Performance Incentive Plan of the Registrant, as
amended.*

10.5 Agreement, dated February 28, 1983, between the Registrant
and Roberto C. Goizueta -- incorporated herein by
reference to Exhibit 10.5 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1994.*

EXHIBIT NO.
- -----------

10.6 Amendment, dated February 10, 1984, to the Agreement dated
February 28, 1983, between the Registrant and Roberto C.
Goizueta -- incorporated herein by reference to Exhibit
10.6 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1994.*

10.7 1983 Stock Option Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.8 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1991.*

10.8 1987 Stock Option Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.9 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1991.*

10.9 1991 Stock Option Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.9 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1994.*

10.10 1983 Restricted Stock Award Plan of the Registrant, as
amended -- incorporated herein by reference to Exhibit
10.11 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1991.*

10.11 1989 Restricted Stock Award Plan of the Registrant, as
amended -- incorporated herein by reference to Exhibit
10.12 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1991.*

10.12 Performance Unit Agreement, dated December 19, 1985,
between the Registrant and Roberto C. Goizueta, as
amended.*

10.13 Compensation Deferral & Investment Program, as amended,
including Amendment Number Four dated November 28, 1995.*

10.14 Restricted Stock Agreement, dated August 4, 1982, between
the Registrant and Roberto C. Goizueta, as amended.*

10.15 Incentive Unit Agreement, dated November 29, 1988, between
the Registrant and Roberto C. Goizueta, as amended.*

10.16 Special Medical Insurance Plan of the Registrant, as amended.*

10.17 Supplemental Benefit Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.17 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1993.*

10.18 Retirement Plan for the Board of Directors of Registrant,
as amended -- incorporated herein by reference to Exhibit
10.22 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1991.*

10.19 Deferral Plan for the Board of Directors of Registrant --
incorporated herein by reference to Exhibit 10.23 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1992.*

10.20 Deferred Compensation Agreement for Officers or Key
Executives of the Registrant -- incorporated herein by
reference to Exhibit 10.20 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1993.*

10.21 Long Term Performance Incentive Plan of the Registrant, as
amended February 16, 1994 -- incorporated herein by
reference to Exhibit 10.21 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1993.*

10.22 Executive Performance Incentive Plan, as amended --
incorporated herein by reference to Exhibit 10.22 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1994.*

EXHIBIT NO.
- -----------

10.23 Letter Agreement, dated May 3, 1994, between the
Registrant and Sergio S. Zyman -- incorporated herein by
reference to Exhibit 10 of the Registrant's Form 10-Q for
the quarter ended March 31, 1994.*

12.1 Computation of Ratios of Earnings to Fixed Charges for the
years ended December 31, 1995, 1994, 1993, 1992 and 1991.

13.1 Portions of the Registrant's 1995 Annual Report to Share
Owners expressly incorporated by reference herein: Pages
41-69, 71, 74 (definitions of "Dividend Payout Ratio,"
"Economic Profit," "Net Debt and Net Capital," "Return on
Capital," "Return on Common Equity" and "Total Capital")
and 75.

21.1 List of subsidiaries of the Registrant as of December 31,
1995.

23.1 Consent of Independent Auditors.

24.1 Powers of Attorney of Officers and Directors signing this
report.

27.1 Restated Financial Data Schedule for the year ended
December 31, 1994, submitted to the Securities and
Exchange Commission in electronic format.

27.2 Financial Data Schedule for the year ended December 31,
1995, submitted to the Securities and Exchange Commission
in electronic format.

- -------------------
* Management contracts and compensatory plans and arrangements
required to be filed as exhibits to this form pursuant to Item
14(c) of this report.

(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during
the last quarter of the period covered by this report.

(d) Financial Statement Schedule -- The response to this
portion of Item 14 is submitted as a separate section of
this report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

THE COCA-COLA COMPANY
(Registrant)

By: /s/ ROBERTO C. GOIZUETA
--------------------------------
Roberto C. Goizueta
Chairman, Board of Directors,
Chief Executive Officer
and a Director

Date: March 14, 1996

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

/s/ ROBERTO C. GOIZUETA *
- -------------------------------- -----------------------------------
Roberto C. Goizueta Cathleen P. Black
Chairman, Board of Directors, Director
Chief Executive Officer and
a Director March 14, 1996
(Principal Executive Officer)

March 14, 1996

/s/ JAMES E. CHESTNUT *
- -------------------------------- -----------------------------------
James E. Chestnut Warren E. Buffett
Senior Vice President and Chief Director
Financial Officer
(Principal Financial Officer) March 14, 1996

March 14, 1996

/s/ GARY P. FAYARD *
- -------------------------------- -----------------------------------
Gary P. Fayard Charles W. Duncan, Jr.
Vice President and Controller Director
(Principal Accounting Officer)
March 14, 1996
March 14, 1996

* *
- -------------------------------- -----------------------------------
Herbert A. Allen M. Douglas Ivester
Director Director

March 14, 1996 March 14, 1996

* *
- -------------------------------- -----------------------------------
Ronald W. Allen Susan B. King
Director Director

March 14, 1996 March 14, 1996

* *
- -------------------------------- -----------------------------------
Donald F. McHenry William B. Turner
Director Director

March 14, 1996 March 14, 1996

* *
- -------------------------------- -----------------------------------
Paul F. Oreffice Peter V. Ueberroth
Director Director

March 14, 1996 March 14, 1996

* *
- -------------------------------- -----------------------------------
James D. Robinson III James B. Williams
Director Director

March 14, 1996 March 14, 1996

* By: /s/ CAROL C. HAYES
--------------------------
Carol C. Hayes
Attorney-in-fact

March 14, 1996

ANNUAL REPORT ON FORM 10-K

ITEM 14(d)

FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 1995
THE COCA-COLA COMPANY AND SUBSIDIARIES

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1995
(IN MILLIONS)

- -------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------------------------------------------------------------------
ADDITIONS
-----------------------
(1) (2)
BALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING OF COSTS AND TO OTHER DEDUCTIONS AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS (NOTE 1) OF PERIOD
- ----------- ------------ ----------- -------- ---------- ---------

RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY APPLY
Allowance for losses on:
Trade accounts receivable..... $ 33 $ 15 $ - $ 14 $ 34
Miscellaneous investments
and other assets............. 79 5 - 29 55
Deferred tax assets........... 46 15 - 19 42
---- --- --- --- ----
$ 158 $ 35 $ - $ 62 $ 131
==== === === === ====

- -------------------------
Note 1 - The amounts shown in Column D consist of the following:

TRADE MISCELLANEOUS DEFERRED
ACCOUNTS INVESTMENTS TAX
RECEIVABLE AND OTHER ASSETS ASSETS TOTAL
---------- ---------------- -------- -----

Charge off of uncollectible accounts..... $ 13 $ 6 $ - $ 19
Foreign exchange adjustments............. (1) - - (1)
Other transactions....................... 2 23 19 44
--- --- --- ---
$ 14 $ 29 $ 19 $ 62
=== === === ===

F-1

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1994
(IN MILLIONS)

RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY APPLY
Allowance for losses on:
Trade accounts receivable..... $ 39 $ 12 $ - $ 18 $ 33
Miscellaneous investments
and other assets............. 71 27 - 19 79
Deferred tax assets........... 75 - - 29 46
---- --- --- --- ----
$ 185 $ 39 $ - $ 66 $ 158
==== === === === ====

- -------------------------
Note 1 - The amounts shown in Column D consist of the following:

TRADE MISCELLANEOUS DEFERRED
ACCOUNTS INVESTMENTS TAX
RECEIVABLE AND OTHER ASSETS ASSETS TOTAL
---------- ---------------- -------- -----

Charge off of uncollectible accounts..... $ 15 $ - $ - $ 15
Foreign exchange adjustments............. (1) - - (1)
Other transactions....................... 4 19 29 52
--- --- --- ---
$ 18 $ 19 $ 29 $ 66
=== === === ===

F-2

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1993
(IN MILLIONS)

RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY APPLY
Allowance for losses on:
Trade accounts receivable..... $ 33 $ 24 $ - $ 18 $ 39
Miscellaneous investments
and other assets............. 61 17 - 7 71
Deferred tax assets........... 63 12 - - 75
---- --- --- --- ----
$ 157 $ 53 $ - $ 25 $ 185
==== === === === ====

- -------------------------
Note 1 - The amounts shown in Column D consist of the following:

TRADE MISCELLANEOUS DEFERRED
ACCOUNTS INVESTMENTS TAX
RECEIVABLE AND OTHER ASSETS ASSETS TOTAL
---------- ---------------- -------- -----

Charge off of uncollectible accounts..... $ 17 $ - $ - $ 17
Foreign exchange adjustments............. 1 - - 1
Other transactions....................... - 7 - 7
--- --- --- ---
$ 18 $ 7 $ - $ 25
=== === === ===

F-3

EXHIBIT INDEX

DESCRIPTION