EXHIBIT 10.17.2

                     AMENDMENT NUMBER FIVE
                    TO THE COCA-COLA COMPANY
                   SUPPLEMENTAL BENEFIT PLAN
                               

WHEREAS, pursuant to Section 7.5 of The Coca-Cola Company
Supplemental Benefit Plan (the "Plan"), the Supplemental
Benefit Plan Committee (the "Committee") has the authority to
amend the Plan; and

WHEREAS, the Committee wishes to amend the Plan for the
purpose of clarifying the eligibility provisions;

NOW THEREFORE, the Plan hereby is amended as follows:
                               
                              1.

Effective January 1, 1989, Section 2.9 of the Plan is amended
by adding the following language immediately after the last
word thereof:
     
     "An individual shall be treated as employed by an
     Employer under this Plan for any period only if (i)
     he or she is actually classified during such period
     by the Employer on its payroll, personnel and
     benefits system as an employee, and (ii) he or she
     is paid for services rendered during such period
     through the payroll system, as distinguished from
     the accounts payable department of the Employer.  No
     other individual shall be treated as employed by an
     Employer under this Plan for any period, regardless
     of his or her status during such period as an
     employee under common law or under any statute."
                               
                              2.

Effective January 1, 1989, Section 4.1 of the Plan is amended
by capitalizing the word "employee" the first time it appears
in said section.

Except as specifically amended hereby, the Plan shall remain
in full force and effect as prior to this Amendment Number
Five.

                                        SUPPLEMENTAL
                                        RETIREMENT PLAN
                                        COMMITTEE

                                        By: /s/ C. Ron Cheeley
                                                Chairman

                                        Date: 2/27/97

ATTEST:


/s/ William J. Wortman
Secretary