EXHIBIT 10.11.1

                      THE COCA-COLA COMPANY
                                
                1989 RESTRICTED STOCK AWARD PLAN
              (As amended through October 17, 1996)


SECTION 1.     PURPOSE

  The purpose of the 1989 Restricted Stock Award Plan of
The Coca-Cola Company (the "Plan") is to advance the interest of
The Coca-Cola Company (the "Company") and its Affiliates (as
defined in Section 4 hereof), by encouraging and enabling the
acquisition of a financial interest in the Company by officers
and other key employees through grants of restricted shares of
Company Common Stock (the "Awards", or singly, an "Award").
The Plan is intended to aid the Company and its Affiliates in
retaining officers and key employees, to stimulate the efforts
of such employees and to strengthen their desire to remain in
the employ of the Company and its Affiliates.  In addition,
the Plan may also aid in attracting officers and key employees
who will become eligible to participate in the Plan after a
reasonable period of employment by the Company or its Affiliates.

SECTION 2.     ADMINISTRATION

  The Plan shall be administered by a committee (the "Committee")
appointed by the Board of Directors of the Company (the "Board")
or in accordance with Section 7, Article III of the By-Laws of
the Company (as amended through October 17, 1996) from among its
members and shall be comprised of not less than three (3) members
of the Board.  Unless and until its members are not qualified to
serve on the Committee pursuant to the provisions of the Plan,
the Compensation Committee shall be members of the Board who are
not eligible to participate in the Plan for at least one year
prior to the time they become members of the Committee.
Eligibility requirements for members of the Committee shall
comply with Rule 16b-3 promulgated pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or any
successor rule or regulation.  The Committee shall determine the
officers and key employees of the Company and its Affiliates
(including officers, whether or not they are directors) to whom,
and the time or times at which, Awards will be granted, the
number of shares to be awarded, the time or times within which
the Awards may be subject to forfeiture, and all other conditions
of the Award.  The provisions of the Awards need not be the same
with respect to each recipient.

  The Committee is authorized, subject to the provisions of the
Plan, to establish such rules and regulations as it deems
necessary or advisable for the proper administration of the Plan
and to take such other action in connection with or in relation
to the Plan as it deems necessary or advisable.  Each action
made or taken pursuant to the Plan, including interpretation of
the Plan and the Awards granted hereunder by the Committee,
shall be final and conclusive for all purposes and upon all
persons, including, without limitation, the Company and its
Affiliates, the Committee, the Board, the Officers and the
affected employees of the Company and/or its Affiliates and
their respective successors in interest.

SECTION 3.     STOCK

  The stock to be issued under the Plan pursuant to Awards shall
be shares of Common Stock, $.25 par value, of the Company (the
"Stock").  The Stock shall be made available from treasury or
authorized and unissued shares of Common Stock of the Company.
The total number of shares of Stock that may be issued pursuant
to Awards under the Plan may not exceed 32,914,000 shares (subject
to adjustment in accordance with Section 8), which number
represents the number of shares originally authorized in the Plan,
adjusted for 2-for-1 stock splits which occurred on May 1,



1990, May 1, 1992 and May 1, 1996, less the number of shares
already issued pursuant to the Plan as of October 1, 1996.
Shares of Stock previously granted pursuant to Awards, but which
are forfeited pursuant to Section 5, below, shall be available
for future Awards.

SECTION 4.     ELIGIBILITY

  Awards may be granted to officers and key employees of the
Company and its Affiliates who have been employed by the Company
or an Affiliate for a reasonable period of time determined by the
Committee.  The term "Affiliate" shall mean any corporation or
other business organization in which the Company owns, directly
or indirectly, 25 percent or more of the voting stock or capital
at the time of the granting of such Award.  No employee shall
acquire pursuant to Awards granted under the Plan more than
twenty (20) percent of the aggregate number of shares of Stock
issuable pursuant to Awards under the Plan.

SECTION 5.     AWARDS

  Except as otherwise specifically provided in the grant of an
Award, Awards shall be granted solely for services rendered to
the Company or any Affiliate by the employee prior to the date of
the grant and shall be subject to the following terms and
conditions:

  (a)     The Stock subject to an Award shall be forfeited to the
Company if the employment of the employee by the Company or
Affiliate terminates for any reason (including, but not limited
to, termination by the Company, with or without cause) other than
death, "Retirement", as hereinafter defined, provided that such
Retirement occurs at least five (5) years from the date of grant
of an Award and also provided that the employee has attained the
age of 62, or disability (within the meaning of Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended), prior to a
"Change in Control" of the Company as hereinafter defined.
"Retirement", as used herein, shall mean an employee's
voluntarily leaving the employ of the Company or an Affiliate on
a date which is on or after the earliest date on which such
employee would be eligible for an immediately payable benefit
pursuant to (i) for those employees eligible for participation in
the Company's Supplemental Retirement Plan, the terms of that
Plan and (ii) for all other employees, the terms of the Employees
Retirement Plan (the "ERP") assuming such employees were eligible
to participate in the ERP.

  (b)     If at any time the recipient Retires on a date which is
at least five (5) years from the date of grant of an Award and on
or after the date on which the employee has attained the age of
62, dies or becomes disabled, or in the event of a "Change in
Control" of the Company, as hereinafter defined, prior to such
Retirement, death or disability, such recipient shall be entitled
to retain the number of shares subject to the Award.  A "Change
in Control" shall mean a change in control of a nature that would
be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A promulgated under the Exchange Act as in
effect on November 15, 1988, provided that such a change in
control shall be deemed to have occurred at such time as (i) any
"person" (as that term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act), is or becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act) directly or indirectly, of
securities representing 20% or more of the combined voting power
for election of directors of the then outstanding securities of
the Company or any successor of the Company; (ii) during any
period of two consecutive years or less, individuals who at the
beginning of such period constituted the Board of Directors of
the Company cease, for any reason, to constitute at least a
majority of the Board of Directors, unless the election or
nomination for election of each new director was approved by a
vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period; (iii) the
shareholders of the Company approve any merger or consolidation as a
result of which the Common Stock shall be changed, converted or
exchanged (other than a merger with a wholly-owned subsidiary of
the Company) or any liquidation of the Company or any sale or other
disposition of 50% or more of the assets or earning power of the

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Company; or (iv) the shareholders of the Company approve
any merger or consolidation to which the Company is a party
as a result of which the persons who were shareholders
of the Company immediately prior to the effective date of the
merger or consolidation shall have beneficial ownership of
less than 50% of the combined voting power for election of
directors of the surviving corporation following the effective
date of such merger or consolidation; provided, however, that no
Change in Control shall be deemed to have occurred if, prior to such
time as a Change in Control would otherwise be deemed to have
occurred, the Board of Directors determines otherwise.

  (c)     Awards may contain such other provisions, not
inconsistent with the provisions of the Plan, as the Committee
shall determine appropriate from time to time.

SECTION 6.     NONTRANSFERABILITY OF AWARDS

  Shares of Stock subject to Awards shall not be transferable and
shall not be sold, exchanged, transferred, pledged, hypothecated
or otherwise disposed of at any time prior to the first to occur
of Retirement on a date which is at least five (5) years from the
date of grant of an Award and on or after the date on which the
employee has attained the age of 62, death or disability of the
recipient of an Award or a Change in Control.

SECTION 7.     RIGHTS AS A STOCKHOLDER

  An employee who receives an Award shall have rights as a
stockholder with respect to Stock covered by such Award to
receive dividends in cash or other property or other
distributions or rights in respect to such Stock and to vote such
Stock as the record owner thereof.

SECTION 8.     ADJUSTMENT IN THE NUMBER OF SHARES AWARDED

  In the event there is any change in the Stock through the
declaration of stock dividends, through stock splits or through
recapitalization or merger or consolidation or combination of
shares or otherwise, the Committee or the Board shall make such
adjustment, if any, as it may deem appropriate in the number of
shares of Stock thereafter available for Awards.

SECTION 9.     TAXES

  (a)     If any employee properly elects, within thirty (30)
days of the date on which an Award is granted, to include in
gross income for federal income tax purposes an amount equal to
the fair market value (on the date of grant of the Award) of the
Stock subject to the Award, such employee shall make arrangements
satisfactory to the Committee to pay to the Company in the year
of such Award, any federal, state or local taxes required to be
withheld with respect to such shares.  If such employee shall
fail to make such tax payments as are required, the Company and
its Affiliates shall, to the extent permitted by law, have the
right to deduct from any payment of any kind otherwise due to the
employee any federal, state or local taxes of any kind required
by law to be withheld with respect to the Stock subject to such
Award.

  (b)     Each employee who does not make the election described
in paragraph (a) of this Section shall, no later than the date as
of which the restrictions referred to in Section 5 and such other
restrictions as may have been imposed as a condition of the
Award, shall lapse, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any federal,
state or local taxes of any kind required by law to be withheld
with respect to the Stock subject to such Award, and the Company
and its Affiliates shall, to the extent permitted by law, have
the right to deduct from any payment of any kind otherwise due to
the employee any federal, state, or local taxes of any kind
required by law to be withheld with respect to the Stock subject
to such Award.

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SECTION 10.    RESTRICTIVE LEGEND AND STOCK POWER

  Each certificate evidencing Stock subject to Awards shall bear
an appropriate legend referring to the terms, conditions and
restrictions applicable to such award.  Any attempt to dispose of
Stock in contravention of such terms, conditions, and restrictions
shall be ineffective.  The Committee may adopt rules which
provide that the certificates evidencing such shares may be
held in custody by a bank or other institution, or that the
Company may itself hold such shares in custody until the
restrictions thereon shall have lapsed and may require, as a
condition of any Award, that the recipient shall have delivered a
stock power endorsed in blank relating to the Stock covered by
such Award.

SECTION 11.    AMENDMENTS, MODIFICATIONS AND TERMINATION OF PLAN

  The Board or the Committee may terminate the Plan, in whole or
in part, may suspend the Plan, in whole or in part from time to
time, and may amend the Plan from time to time, including the
adoption of amendments deemed necessary or desirable to qualify
the Awards under the laws of various states (including tax laws)
and under rules and regulations promulgated by the Securities and
Exchange Commission with respect to employees who are subject to
the provisions of Section 16 of the Exchange Act, or to correct
any defect or supply an omission or reconcile any inconsistency
in the Plan or in any Award granted thereunder, without the
approval of the stock holders of the Company; provided, however,
that no action shall be taken without the approval of the
stockholders of the Company which may increase the number of
shares of Stock available for Awards or withdraw administration
from the Committee, or permit any person while a member of the
Committee to be eligible to receive an Award.  Without limiting
the foregoing, the Board of Directors or the Committee may make
amendments applicable or inapplicable only to participants who
are subject to Section 16 of the Exchange Act.  No amendment or
termination or modification of the Plan shall in any manner
affect Awards therefore granted without the consent of the
employee unless the Committee has made a determination that an
amendment or modification is in the best interest of all persons
to whom Awards have theretofore been granted.  The Board or the
Committee may modify or remove restrictions contained in Sections
5 and 6 on an Award or the Awards as a whole which have been
previously granted upon a determination that such action is in
the best interest of the Company.  The Plan shall terminate when
(a) all Awards authorized under the Plan have been granted and
(b) all shares of Stock subject to Awards under the Plan have
been issued and are no longer subject to forfeiture under the
terms hereof unless earlier terminated by the Board or the
Committee.

SECTION 12.    GOVERNING LAW

  The Plan and all determinations made and actions taken pursuant
thereto shall be governed by the laws of the State of Georgia and
construed in accordance therewith.

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