EXHIBIT 13.1

FINANCIAL REVIEW 
INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS 
THE COCA-COLA COMPANY AND SUBSIDIARIES

  Our mission is to maximize share-owner value over time. To
achieve this mission, The Coca-Cola Company and its subsidiaries
(our Company) execute a comprehensive business strategy driven
by four key objectives. We strive to (1) increase volume, (2)
expand our share of nonalcoholic beverage sales worldwide, (3)
maximize our long-term cash flows and (4) create economic value
added by improving economic profit. We achieve these goals by
strategically investing in the high-return beverage business and
by optimizing our cost of capital through appropriate financial
policies.

INVESTMENTS 

  Our Company believes in strengthening our system through a
process of continuous improvement and reinvestment in the
marketplace.
  With a global business system that operates in nearly 200
countries and generates superior cash flows, our Company is
uniquely positioned to capitalize on profitable new investment
opportunities. Our criteria for investment are simple: New
investments must directly enhance our existing operations and
must be expected to provide cash returns that exceed our long-
term, after-tax, weighted-average cost of capital, currently
estimated at approximately 11 percent.
  Because it consistently generates high returns, the beverage
business is a particularly attractive investment for us. In
highly developed markets, our expenditures focus primarily on
marketing our Company's brands. In emerging and developing
markets, our main objective is to increase the penetration of
our products. In these markets, we allocate most of our
investments to enhancing infrastructure such as production
facilities, distribution networks, sales equipment and
technology. We make these investments by acquiring or forming
strategic business alliances with local bottlers and by matching
local expertise with our experience, resources and focus.
  Our investment strategy focuses on our "six-pack" of business
fundamentals: brands, bottling system, customers, information,
people and a mindset of continuing to enhance and build our
system.

CONSUMER AND BRAND ACTIVITIES - To meet our long-term growth
objectives, we make significant investments in marketing to
support our existing brands and to acquire new brands, when
appropriate. We define marketing as anything we do to create
consumer demand for our brands. We focus on continually finding
new ways to differentiate our products and build value into all
our brands. Marketing investments enhance consumer awareness and
increase consumer preference for our brands. This produces growth
in volume, per capita consumption and our share of worldwide
beverage sales.
  We own some of the world's most valuable brands, more than 160
in all. These include soft drinks and noncarbonated beverages
such as sports drinks, juice drinks, water products, teas and
coffees.
  We heighten consumer awareness and product appeal for our
brands using integrated marketing programs. Through our bottling
investments and strategic alliances with other bottlers of our
products, we create and implement these programs worldwide. In
developing a global strategy for a Company brand, we conduct
product and packaging research, establish brand positioning,
develop precise consumer communications and solicit consumer
feedback. Our integrated marketing programs include activities
such as advertising, point-of-sale merchandising and product
sampling.
  In December 1998, our Company signed an agreement with Cadbury
Schweppes plc to purchase beverage brands in countries around
the world, (except in the United States, France and South Africa),
and its concentrate plants in Ireland and Spain for approximately
$1.85 billion. These brands include Schweppes and Canada Dry
mixers, such as tonic water, club soda and ginger ale; Crush;
Dr Pepper; and certain regional brands. These transactions are
subject to certain conditions including approvals from regulatory
authorities in various countries.
  In December 1997, our Company announced its intent to acquire
from beverage company Pernod Ricard, its Orangina brands, three
bottling operations and one concentrate plant in France for
approximately 5 billion French francs (approximately $890 million
based on December 1998 exchange rates). This transaction remains
subject to approvals from regulatory authorities of the French
government.

BOTTLING SYSTEM - Our Company has business relationships with
three types of bottlers: (1) independently owned bottlers, in
which we have no ownership interest; (2) bottlers in which we
have invested and have a noncontrolling ownership interest;
and (3) bottlers in which we have invested and have a
controlling ownership interest.
  During 1998, independently owned bottling operations produced
and distributed approximately 34 percent of our worldwide unit
case volume. Bottlers in which we own a noncontrolling ownership
interest produced and distributed approximately 55 percent of
our 1998 worldwide unit case volume. Controlled bottling and
fountain operations produced and distributed approximately 11
percent.
  The reason we invest in bottling operations is to maximize the
strength and efficiency of our production, distribution and
marketing systems around the world. These investments often
result in increases in unit case volume, net revenues and
profits at the bottler level, which in turn generate increased
gallon sales for our concentrate business. Thus, both our
Company and the bottlers benefit from long-term growth in
volume, improved cash flows and increased share-owner value.
  We designate certain bottling operations in which we have a
noncontrolling ownership interest as "anchor bottlers" due to
their level of responsibility and performance. The strong
commitment of anchor bottlers to their own profitable volume
growth helps us meet our strategic goals and furthers the inter-

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FINANCIAL REVIEW 
INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS 
THE COCA-COLA COMPANY AND SUBSIDIARIES


ests of our worldwide production, distribution and marketing
systems. Anchor bottlers tend to be large and geographically
diverse, with strong financial resources for long-term
investment and strong management resources. In 1998, our anchor
bottlers produced and distributed approximately 43 percent of
our total worldwide unit case volume. Anchor bottlers give us
strong strategic business partners on every major continent. We
enter into anchor bottler partnerships because we expect results
beyond what we could attain alone or with multiple bottlers.
  Consistent with our strategy, in January 1999, two Japanese
bottlers, Kita Kyushu Coca-Cola Bottling Company, Ltd. and Sanyo
Coca-Cola Bottling Company, Ltd., announced plans for a merger
to become a new, publicly traded, bottling company, Coca-Cola
West Japan Company, Ltd., Japan's first anchor bottler. The
transaction, valued at approximately $2.2 billion, will create
our 11th anchor bottler. We plan to hold approximately 5 percent
interest in the new anchor bottler.
  In 1998, Coca-Cola Amatil Limited (Coca-Cola Amatil) completed
a spin-off of its European operations into a new publicly traded
European bottler, Coca-Cola Beverages plc (Coca-Cola Beverages).
With its formation, Coca-Cola Beverages became our 10th anchor
bottler. At December 31, 1998, we owned approximately 50.5
percent of Coca-Cola Beverages. Our expectation is that our
ownership position will reduce to less than 50 percent in 1999;
therefore, we are accounting for the investment by the equity
method of accounting.
  In 1998, our Company contributed its wholly owned bottling
interests in Norway and Finland to Coca-Cola Nordic Beverages
(CCNB), which also has bottling interests in Denmark and Sweden.
CCNB, an anchor bottler, is a joint venture in which Carlsberg
A/S owns a 51 percent interest, and we own a 49 percent interest.
  When we make investment decisions about bottling operations,
we consider the bottler's capital structure and its available
resources at the time of our investment. Although it is not our
primary long-term business strategy, in certain situations it
can be advantageous to acquire a controlling interest in a
bottling operation. Owning such a controlling interest allows
us to compensate for limited local resources and enables us to
help focus these bottlers' sales and marketing programs, assist
in developing their business and information systems and
establish appropriate capital structures.
  During 1998, we acquired a 100 percent interest in additional
Russian bottling operations from Inchcape plc. Also during 1998,
as part of our strategy to establish an integrated bottling
system in India, we purchased 16 independent Indian bottling
operations, bringing our total purchased since January 1997 to
18.
  In line with our long-term bottling strategy, we periodically
consider options for reducing our ownership interest in a
bottler. One option is to combine our bottling interests with
the bottling interests of others to form strategic business
alliances. Another option is to sell our interest in a bottling
operation to one of our equity investee bottlers. In both of
these situations, we continue participating in the bottler's
earnings through our portion of the equity investee's income.
  After the spin-off of Coca-Cola Beverages by Coca-Cola Amatil,
we sold our northern and central Italian bottling operations to
Coca-Cola Beverages in exchange for consideration valued at
approximately $1 billion. Additionally, we exchanged our bottling
operations in South Korea with Coca-Cola Amatil for shares of
Coca-Cola Amatil stock.
  As stated earlier, our investments in a bottler can represent
either a noncontrolling or a controlling interest. Through
noncontrolling investments in bottling companies, we provide
expertise and resources to strengthen those businesses.
  In line with our established investment strategy, our bottling
investments generally have been profitable over time. For
bottling investments accounted for by the equity method, we
measure the profitability of our bottling investments in two
ways - equity income and the excess of the fair values over the
carrying values of our investments. Equity income, included in
our consolidated net income, represents our share of the net
earnings of our investee companies. In 1998, equity income was
$32 million.
  The following table illustrates the difference in calculated
fair values, based on quoted closing prices of publicly traded
shares, over our Company's carrying values for selected equity
method investees (in millions):

                                     Fair      Carrying
December 31,                        Value         Value      Difference
- ------------------------------------------------------------------------
1998
Coca-Cola Enterprises Inc.        $ 6,040       $   584         $ 5,456
Coca-Cola Amatil Limited            1,619         1,255             364
Coca-Cola Beverages plc               949           879              70
Panamerican Beverages, Inc.           668           753             (85)
Coca-Cola FEMSA, S.A. de C.V.         566           105             461
Grupo Continental, S.A.               190           102              88
Coca-Cola Bottling Co.
 Consolidated                         143            72              71
Embotelladoras Argos                   69           105             (36)
Embotelladoras Polar S.A.              50            60             (10)
- ------------------------------------------------------------------------
                                                                $ 6,379
========================================================================

  The excess of calculated fair values over carrying values for
our investments illustrates the significant increase in the value
of our investments. Although this excess value for equity method
investees is not reflected in our consolidated results of
operations or financial position, it represents a true economic
benefit to us.

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FINANCIAL REVIEW 
INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS 
THE COCA-COLA COMPANY AND SUBSIDIARIES


CUSTOMERS - The Coca-Cola system has over 14 million customers
around the world that sell or serve our products directly to
consumers. We keenly focus on enhancing value for these customers
and providing solutions to grow their beverage businesses. Our
approach includes understanding each customer's business and
needs, whether it is a sophisticated retailer in a developed
market or a kiosk owner in an emerging market.

INFORMATION - In 1996, our Company launched Project Infinity,
a strategic business initiative utilizing technology to integrate
business systems across our global enterprise over the next
several years. In 1997, we began testing a limited version of
Project Infinity software technology. In 1998, we installed
Project Infinity technology at strategic prototype locations and
began process testing.
  Project Infinity will enhance our competitiveness by supplying
immediate, detailed information about our financial position and
the marketplace to our management, associates and bottlers
worldwide. By giving our people real-time data, Project Infinity
will increase our ability to recognize opportunities and make
better and faster decisions about operations, marketing and
finance. Project Infinity will require significant capital
expenditures over the next several years. All related costs of
business process reengineering activities are expensed as
incurred.

PEOPLE AND MINDSET - Our continued success depends on recruiting,
training and retaining people who can quickly identify and act on
profitable business opportunities. This means maintaining and
refining a corporate culture that encourages learning, innovation
and value creation on a daily basis. The Coca-Cola Learning
Consortium works with the management of our entire system to
foster learning as a core capability. This group helps build the
culture, systems and processes our people need to develop the
knowledge and skills to take full advantage of new and ongoing
opportunities.

CAPITAL EXPENDITURES - Total capital expenditures for property,
plant and equipment (including our investments in information
technology) and the percentage distribution by operating segment
for 1998, 1997 and 1996 are as follows (in millions):

Year Ended December 31,        1998        1997        1996
- ----------------------------------------------------------------
Capital expenditures          $ 863     $ 1,093       $ 990
- ----------------------------------------------------------------
 North America{1}                34%         24%         27%
 Africa                           2%          2%          3%
 Greater Europe                  25%         30%         38%
 Latin America                    8%          7%          8%
 Middle & Far East               13%         18%         12%
 Corporate                       18%         19%         12%
================================================================
{1} Includes The Minute Maid Company

FINANCIAL STRATEGIES 
  Using the following strategies to optimize our cost of capital
increases our ability to maximize share-owner value.

DEBT FINANCING - Our Company maintains prudent debt levels based
on our cash flow, interest coverage and percentage of debt to
capital. We use debt financing to lower our overall cost of
capital, which increases our return on share-owners' equity.
  Our capital structure and financial policies have earned long-
term credit ratings of "AA-" from Standard & Poor's and "Aa3"
from Moody's, and the highest credit ratings available for our
commercial paper programs.
  Our global presence and strong capital position give us easy
access to key financial markets around the world, enabling us to
raise funds with a low effective cost. This posture, coupled with
the active management of our mix of short-term and long-term
debt, results in a lower overall cost of borrowing. Our debt
management policies, in conjunction with our share repurchase
programs and investment activity, typically result in current
liabilities exceeding current assets.
  In managing our use of debt capital, we consider the following
financial measurements and ratios:

Year Ended December 31,             1998      1997      1996
- ---------------------------------------------------------------
Net debt (in billions)             $ 3.3     $ 2.0     $ 2.8
Net debt-to-net capital               28%       22%       32%
Free cash flow to net debt            39%      172%       85%
Interest coverage                     19x       22x       17x
Ratio of earnings to
  fixed charges                     17.3x     20.8x     14.9x
===============================================================

  Net debt is debt in excess of cash, cash equivalents and
marketable securities not required for operations and certain
temporary bottling investments.

SHARE REPURCHASES - Our Company demonstrates confidence in the
long-term growth potential of our business by our consistent use
of share repurchase programs. In October 1996, our Board of
Directors authorized a plan to repurchase up to 206 million
shares of our Company's common stock through the year 2006. In
1998, we repurchased approximately 7 million shares under the
1996 plan and approximately 13 million additional shares to
complete our 1992 share repurchase plan of 200 million shares.
  Since the inception of our initial share repurchase program
in 1984, through our current program as of December 31, 1998,
we have repurchased more than 1 billion shares. This represents
32 percent of the shares outstanding as of January 1, 1984, at
an average price per share of $12.46.

DIVIDEND POLICY - At its February 1999 meeting, our Board of
Directors again increased our quarterly dividend, raising it to
$.16 per share. This is equivalent to a full-year dividend of

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FINANCIAL REVIEW 
INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS 
THE COCA-COLA COMPANY AND SUBSIDIARIES


$.64 in 1999, our 37th consecutive annual increase. Our annual
common stock dividend was $.60 per share, $.56 per share and
$.50 per share in 1998, 1997 and 1996, respectively.
  In 1998, our dividend payout ratio was approximately 42 percent
of our net income. To free up additional cash for reinvestment in
our high-return beverage business, our Board of Directors intends
to gradually reduce our dividend payout ratio to 30 percent over
time.

FINANCIAL RISK MANAGEMENT  
  Our Company uses derivative financial instruments primarily to
reduce our exposure to adverse fluctuations in interest rates and
foreign exchange rates and, to a lesser extent, adverse
fluctuations in commodity prices and other market risks. We do
not enter into derivative financial instruments for trading
purposes. As a matter of policy, all our derivative positions
are used to reduce risk by hedging an underlying economic
exposure. Because of the high correlation between the hedging
instrument and the underlying exposure, fluctuations in the
value of the instruments are generally offset by reciprocal
changes in the value of the underlying exposure. The derivatives
we use are straightforward instruments with liquid markets.
  Our Company monitors our exposure to financial market risks
using several objective measurement systems, including value-at-
risk models. For the value-at-risk calculations discussed below,
we used a historical simulation model to estimate potential
future losses our Company could incur as a result of adverse
movements in foreign currency and interest rates. We have not
considered the potential impact of favorable movements in
foreign currency and interest rates on our calculations. We
examined historical weekly returns over the previous 10 years
to calculate our value at risk. Our value-at-risk calculations
do not purport to represent actual losses that our Company
expects to incur.

FOREIGN CURRENCY - We manage most of our foreign currency
exposures on a consolidated basis, which allows us to net
certain exposures and take advantage of any natural offsets.
With approximately 74 percent of 1998 operating income generated
outside the United States, over time weakness in one particular
currency is often offset by strengths in others. We use
derivative financial instruments to further reduce our net
exposure to currency fluctuations.
  Our Company enters into forward exchange contracts and
purchases currency options (principally European currencies and
Japanese yen) to hedge firm sale commitments denominated in
foreign currencies. We also purchase currency options
(principally European currencies and Japanese yen) to hedge
certain anticipated sales. Premiums paid and realized gains and
losses, including those on any terminated contracts, are included
in prepaid expenses and other assets. These are recognized in
income, along with unrealized gains and losses, in the same
period we realize the hedged transactions. Gains and losses on
derivative financial instruments that are designated and
effective as hedges of net investments in international
operations are included in share-owners' equity as a foreign
currency translation adjustment, a component of other
comprehensive income.
  Our value-at-risk calculation estimates foreign currency risk
on our derivatives and other financial instruments. The average
value at risk represents the simple average of quarterly amounts
for the past year. We have not included in our calculation the
effects of currency movements on anticipated foreign currency
denominated sales and other hedged transactions. We performed
calculations to estimate the impact to the fair values of our
derivatives and other financial instruments over a one-week
period resulting from an adverse movement in foreign currency
exchange rates. As a result of our calculations, we estimate,
with 95 percent confidence, that the fair values would decline
by less than $75 million using 1998 average fair values and by
less than $60 million using December 31, 1998, fair values. On
December 31, 1997, we estimated the fair value would decline by
less than $58 million. However, we would expect that any loss in
the fair value of our derivatives and other financial instruments
would generally be offset by an increase in the fair value of our
underlying exposures.

INTEREST RATES - Our Company maintains our percentage of fixed
and variable rate debt within defined parameters. We enter into
interest rate swap agreements that maintain the fixed-to-variable
mix within these parameters. We recognize any differences paid or
received on interest rate swap agreements as adjustments to
interest expense over the life of each swap.
  Our value-at-risk calculation estimates interest rate risk on
our derivatives and other financial instruments. The average
value at risk represents the simple average of quarterly amounts
for the past year. According to our calculations, we estimate,
with 95 percent confidence, that any increase in our average and
December 31, 1998, net interest expense due to an adverse move in
interest rates over a one-week period would not have a material
impact on our Consolidated Financial Statements. Our December 31,
1997, estimate also was not material to our Consolidated
Financial Statements.

PERFORMANCE TOOLS  
  Economic profit provides a framework by which we measure the
value of our actions. We define economic profit as income from
continuing operations, after taxes, excluding interest, in excess
of a computed capital charge for average operating capital
employed. To ensure that our management team stays clearly
focused on the key drivers of our business, economic profit and
unit case volume are used in determining annual and long-term
incentive awards for most eligible employees.
  We use value-based management (VBM) as a tool to help improve
our performance in planning and execution. VBM principles assist
us in managing economic profit by clarifying

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FINANCIAL REVIEW 
INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS 
THE COCA-COLA COMPANY AND SUBSIDIARIES


our understanding of what creates value and what destroys it and
encouraging us to manage for increased value. With VBM, we
determine how best to create value in every area of our business.
We believe that by using VBM as a planning and execution tool,
and economic profit as a performance measurement tool, we greatly
enhance our ability to build share-owner value over time.

TOTAL RETURN TO SHARE OWNERS  
  Our Company has provided share owners with an excellent return
on their investment over the past decade. A $100 investment in
our Company's common stock on December 31, 1988, together with
reinvested dividends, grew in pretax value to approximately
$1,365 on December 31, 1998, an average annual compound return
of 30 percent.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OUR BUSINESS 
  We are the world's leading manufacturer, marketer and
distributor of soft-drink beverage concentrates and syrups as
well as the world's largest marketer and distributor of juice
and juice-drink products. Our Company manufactures beverage
concentrates and syrups and, in certain instances, finished
beverages, which we sell to bottling and canning operations,
authorized fountain wholesalers and some fountain retailers.
In addition, we have ownership interests in numerous bottling
and canning operations.

VOLUME  
  We measure our sales volume in two ways: (1) gallon sales of
concentrates and syrups and (2) unit cases of finished products.
Gallon sales represent our primary business and measure the
volume of concentrates and syrups we sell to our bottling
partners or customers. Most of our revenues are based on this
measure of "wholesale" activity. We also measure volume in unit
cases, which represent the amount of finished products our
bottling system sells to retail customers. We believe unit case
volume more accurately measures the underlying strength of our
business system because it measures trends at the retail level.
We include fountain syrups sold directly to our customers in
both measures.
  Against a challenging economic environment in many of our key
markets, our worldwide unit case volume increased 6 percent in
1998, on top of a 9 percent increase in 1997. Our business
system sold 15.8 billion unit cases in 1998, an increase of
approximately 900 million unit cases over 1997. These results
are the product of years of systematic investment in beverage
brands, bottlers, capital, information systems and people.

OPERATIONS 
NET OPERATING REVENUES AND GROSS MARGIN - On a consolidated
basis, our net revenues remained even with 1997, and our gross
profit grew 3 percent in 1998. Net revenues remained even with
1997, primarily due to an increase in gallon sales and price
increases in certain markets, offset by the impact of a stronger
U.S. dollar and the sale of our previously consolidated bottling
and canning operations in Italy.
  Our gross profit margin increased to 70 percent in 1998,
primarily due to the sale of previously consolidated bottling and
canning operations. The sale of consolidated bottling operations
shifts a greater portion of our net revenues to the lower
revenue, but higher margin, concentrate business.
  On a consolidated basis, our net revenues increased 1 percent,
and our gross profit grew 8 percent in 1997. The growth in
revenues reflects gallon sales increases and price increases in
certain markets, offset by the full-year impact of the sale of
previously consolidated bottling and canning operations in
France, Belgium and eastern Germany in 1996, as well as the
effects of a stronger U.S. dollar. Our gross profit margin
increased to 68 percent in 1997 from 64 percent in 1996,
primarily as a result of the sale in 1996 of previously
consolidated bottling operations.

SELLING, ADMINISTRATIVE AND GENERAL EXPENSES - Selling expenses
totaled $6,552 million in 1998, $6,283 million in 1997 and $6,060
million in 1996. The increases in 1998 and 1997 were primarily
due to higher marketing expenditures in support of our Company's
volume growth.
  Administrative and general expenses totaled $1,732 million in
1998, $1,569 million in 1997 and $1,960 million in 1996. The
increase in 1998 was mainly due to the expansion of our business
into emerging markets. Offsetting this increase was the impact of
the sale of our bottling operations in northern and central
Italy.
  Also in 1998 we recorded nonrecurring provisions primarily
related to the impairment of certain assets in North America of
$25 million and Corporate of $48 million.
  The decrease in 1997 was principally due to certain
nonrecurring provisions recorded in 1996, as discussed below,
partially offset by a $60 million nonrecurring provision recorded
in 1997 related to enhancing manufacturing efficiencies in North
America.
  In 1996, administrative and general expenses increased due to
certain nonrecurring provisions. In the third quarter of 1996,
we recorded provisions of approximately $276 million in
administrative and general expenses related to our plans for
strengthening our worldwide system. Of this $276 million,
approximately $130 million related to streamlining our
operations, primarily in Greater Europe and Latin America. The
remainder of this $276 million provision was for impairment
charges to certain production facilities and reserves for losses
on the disposal of other production facilities of The Minute Maid
Company.

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FINANCIAL REVIEW 
INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS 
THE COCA-COLA COMPANY AND SUBSIDIARIES


  Also in 1996, we recorded in Corporate's administrative and
general expenses an $80 million impairment charge to recognize
Project Infinity's impact on existing information systems and a
$28.5 million charge as a result of our decision to make a
contribution to The Coca-Cola Foundation, a not-for-profit
charitable organization.
  Administrative and general expenses, as a percentage of net
operating revenues, totaled approximately 9 percent in 1998,
8 percent in 1997 and 10 percent in 1996.

OPERATING INCOME AND OPERATING MARGIN - On a consolidated basis,
our operating income declined less than 1 percent in 1998 to
$4,967 million. This follows a 28 percent increase in 1997 to
$5,001 million. The 1998 results reflect an increase in gallon sales
coupled with an increase in gross profit margins, offset by the
impact of the stronger U.S. dollar and the sales of previously
consolidated bottling operations. The 1997 increase was due to
increased gallon sales coupled with an increase in gross profit
margins, as well as the recording of several nonrecurring
provisions in the third quarter of 1996. Our consolidated
operating margin was 26 percent in 1998 and 27 percent in 1997.


MARGIN ANALYSIS
                            [bar chart]

                              1998      1997      1996
- ---------------------------------------------------------
Net Operating Revenues       $18.8     $18.9     $18.7
  (in billions)

Gross Margin                    70%       68%       64%

Operating Margin                26%       27%       21%
- ---------------------------------------------------------
                                                        

INTEREST INCOME AND INTEREST EXPENSE - In 1998, our interest
income increased 4 percent, primarily due to cash held in
locations outside the United States earning higher interest
rates. In 1997, our interest income decreased 11 percent,
primarily due to decreases in international interest rates.
  Interest expense increased 7 percent in 1998 due to higher
average commercial paper borrowings. Average 1998 debt balances
increased from 1997 primarily due to additional investments in
bottling operations. In 1997, we utilized cash proceeds received
from various transactions to reduce short-term indebtedness. In
1997, our interest expense decreased 10 percent, as a result of
the use of proceeds received reducing our commercial paper
borrowings.

EQUITY INCOME - Equity income decreased to $32 million in 1998,
principally due to the weak economic environments around the
world, the impact of a stronger U.S. dollar, continued structural
changes and losses in start-up bottling operations. Equity income
decreased 27 percent to $155 million in 1997, primarily due to
the significant amount of structural change in our global
bottling system, which was partially offset by solid results at
key equity bottlers.

OTHER INCOME-NET - In 1998, other income-net totaled $230 million
and primarily includes gains recorded on the sales of our
bottling operations in northern and central Italy.
  In 1997, other income-net increased $496 million and included
gains totaling $508 million on the sales of our interests in
Coca-Cola & Schweppes Beverages Ltd., Coca-Cola Beverages Ltd.
of Canada and The Coca-Cola Bottling Company of New York, Inc.
Gains on other bottling transactions are also included in other
income-net.

GAINS ON ISSUANCES OF STOCK BY EQUITY INVESTEES - At the time an
equity investee sells its stock to third parties at a price in
excess of our book value, our Company's equity in the underlying
net assets of that investee increases. We generally record an
increase to our investment account and a corresponding gain in
these transactions.
  As a result of sales of stock by certain equity investees, 
we recorded pretax gains of approximately $27 million in 1998
and approximately $363 million in 1997. These gains represent
the increase in our Company's equity in the underlying net
assets of the related investee. For a more complete description
of these transactions, see Note 3 in our Consolidated Financial
Statements.

INCOME TAXES - Our effective tax rates were 32.0 percent in 1998,
31.8 percent in 1997 and 24.0 percent in 1996. Our effective tax
rate reflects tax benefits derived from significant operations
outside the United States, which are taxed at rates lower than
the U.S. statutory rate of 35.0 percent, partially offset by the
tax impact of certain gains recognized from previously discussed
bottling transactions. These transactions are generally taxed at
rates higher than our Company's effective tax rate on operations.
  In 1996, our Company reached an agreement, in principle with
the U.S. Internal Revenue Service, settling certain U.S.-related
income tax matters. This settlement resulted in a one-time
reduction of $320 million to our 1996 income tax expense. For a
more complete description, see Note 14 in our Consolidated
Financial Statements.

INCOME PER SHARE - Our basic net income per share declined by
14 percent in 1998, compared to a 19 percent growth in 1997 and
1996. Diluted net income per share declined 13 percent in 1998,
compared to a 19 percent and 18 percent growth in 1997 and 1996,
respectively.

                                 - 32 -



FINANCIAL REVIEW
INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS 
THE COCA-COLA COMPANY AND SUBSIDIARIES 


LIQUIDITY AND CAPITAL RESOURCES  
  We believe our ability to generate cash from operations to
reinvest in our business is one of our fundamental financial
strengths. We anticipate that our operating activities in 1999
will continue to provide us with cash flows to assist in our
business expansion and meet our financial commitments.

FREE CASH FLOW - Free cash flow is the cash remaining from
operations after we have satisfied our business reinvestment
opportunities. We focus on increasing free cash flow to achieve
our primary objective: maximizing share-owner value over time.
We use free cash flow, along with borrowings, to pay dividends
and repurchase shares. The consolidated statements of our cash
flows are summarized as follows (in millions):

Year Ended December 31,               1998       1997       1996
- -------------------------------------------------------------------
Cash flows provided by
  (used in):
    Operations                     $ 3,433    $ 4,033    $ 3,463
    Investment activities           (2,161)      (500)    (1,050)
- -------------------------------------------------------------------
FREE CASH FLOW                       1,272      3,533      2,413
Cash flows used in: 
    Financing
      Share repurchases             (1,563)    (1,262)    (1,521)
      Other financing activities       230     (1,833)      (581)
    Exchange                           (28)      (134)       (45)
- -------------------------------------------------------------------
Increase (decrease) in cash        $   (89)   $   304    $   266
===================================================================

  Cash provided by operations in 1998 amounted to $3.4 billion,
a 15 percent decrease from 1997, primarily due to an increased
use of cash for operating assets and liabilities in 1998. In
1997, cash provided by operations amounted to $4.0 billion, a 16
percent increase from 1996. This change was primarily due to an
increase in net income in 1997.
  In 1998, net cash used in investing activities increased
compared to 1997. Investing activities in 1997 included
incremental proceeds of approximately $1 billion, as discussed
below. During 1998, investing activities included additional
investments in territories, such as India and Latin American
countries.
  In 1997, net cash used in investing activities decreased,
primarily due to the increase in proceeds from the disposal of
investments and other assets, which included the dispositions of
our interests in Coca-Cola & Schweppes Beverages Ltd., The
Coca-Cola Bottling Company of New York, Inc., and Coca-Cola
Beverages Ltd. of Canada. This growth was partially offset by
increased acquisitions and investments, primarily in bottling
operations, including the South Korean bottlers.

FINANCING ACTIVITIES - Our financing activities include net
borrowings, dividend payments and share repurchases. Net cash
used in financing activities totaled $1.3 billion in 1998,
$3.1 billion in 1997 and $2.1 billion in 1996. The change between
1998 and 1997 was primarily due to net reductions of debt in 1997
compared to net borrowings in 1998.
  Cash used to purchase common stock for treasury totaled $1.6
billion in 1998 versus $1.3 billion in 1997.
  Commercial paper is our primary source of short-term financing.
On December 31, 1998, we had $4.3 billion outstanding in
commercial paper borrowings compared to $2.6 billion outstanding
in 1997, a $1.7 billion increase in borrowings. The 1998 increase
in loans and notes payable was due to additional commercial paper
borrowings used for additional investments in bottling operations
and share repurchases. The 1997 reduction of debt was due to cash
proceeds received from the sale of bottlers. In addition, at
December 31, 1998, we had $1.6 billion in lines of credit and
other short-term credit facilities available, of which
approximately $89 million was outstanding.

EXCHANGE - Our international operations are subject to certain
opportunities and risks, including currency fluctuations and
government actions. We closely monitor our operations in each
country so we can quickly and decisively respond to changing
economic and political environments and to fluctuations in
foreign currencies.
  We use approximately 50 functional currencies. Due to our
global operations, weaknesses in some of these currencies are
often offset by strengths in others. In 1998, 1997 and 1996,
the weighted-average exchange rates for foreign currencies, and
certain individual currencies, strengthened (weakened) against
the U.S. dollar as follows:

Year Ended December 31,          1998       1997       1996
- ----------------------------------------------------------------
All currencies                   (9)%      (10)%      (10)%
- ----------------------------------------------------------------
   Australian dollar            (16)%       (6)%        5 %
   British pound                  2 %        4 %       (1)%
   Canadian dollar               (7)%       (1)%       Even
   French franc                  (3)%      (12)%       (4)%
   German mark                   (3)%      (13)%       (6)%
   Japanese yen                  (6)%      (10)%      (15)%
================================================================

  These percentages do not include the effects of our hedging
activities and, therefore, do not reflect the actual impact of
fluctuations in exchange on our operating results. Our foreign
currency management program mitigates over time a portion of our
exchange risks. The impact of a stronger U.S. dollar reduced our
operating income by approximately 9 percent in 1998.
  The change in our foreign currency translation adjustment in
1997 was primarily due to the revaluation of net assets located
in countries where the local currency significantly weakened
against the U.S. dollar. Exchange gains (losses)-net amounted to
$(34) million in 1998, $(56) million in 1997 and $3 million in
1996, and were recorded in other income-net. Exchange gains
(losses)-net includes the remeasurement of certain currencies
into functional currencies and the costs of hedging certain
exposures of our balance sheet.
  Additional information concerning our hedging activities is
presented in Note 9 in our Consolidated Financial Statements.

                                 - 33 -



FINANCIAL REVIEW
INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS 
THE COCA-COLA COMPANY AND SUBSIDIARIES


FINANCIAL POSITION  
  The carrying amount of our investment in Coca-Cola Enterprises
increased in 1998 as a result of Coca-Cola Enterprises' issuance
of stock in its acquisitions of various bottling operations. The
carrying value of our investment in Coca-Cola Amatil increased
due to its acquisition of our bottling operations in South Korea,
offset by the spin-off of Coca-Cola Beverages to its share
owners. The increase for Coca-Cola Beverages is primarily a
result of our equity participation in its formation in 1998, as
previously discussed, and the sale to Coca-Cola Beverages of our
bottling operations in northern and central Italy. The increase
in prepaid expenses and other assets is primarily due to
increases in receivables from equity method investees, marketing
prepaids and miscellaneous receivables.
  The carrying value of our investment in Coca-Cola Enterprises
decreased in 1997 as a result of deferred gains related to the
sales of our interests in Coca-Cola & Schweppes Beverages Ltd.,
Coca-Cola Beverages Ltd. of Canada and The Coca-Cola Bottling
Company of New York, Inc. to Coca-Cola Enterprises. The deferred
gains resulted from our approximately 44 percent ownership in
Coca-Cola Enterprises. The carrying value of our investment in
Coca-Cola Amatil increased in 1997 due to Coca-Cola Amatil
issuing shares to San Miguel Corporation at a value per share
greater than the carrying value per share of our interest in
Coca-Cola Amatil. Our equity method investments also increased in
1997 due to our change from the cost method to the equity method
of accounting for Panamerican Beverages, Inc. (Panamco) and Grupo
Continental, S.A., and due to increased investments in other
bottling operations. Our cost method investments declined due to
the change in accounting for Panamco and Grupo Continental, S.A.,
partially offset by additional investments in Embotelladoras
Polar S.A. and Embotelladora Andina S.A. Unrealized gain on
available-for-sale securities, a component of share-owners'
equity, is composed of adjustments to report our marketable cost
method investments at fair value. During 1997, unrealized gain
on securities decreased $98 million primarily due to the change
in accounting for Panamco and Grupo Continental, S.A.

YEAR 2000  
  Certain computer programs written with two digits rather than
four to define the applicable year may experience problems
handling dates near the end of and beyond the year 1999 (Year
2000 failure dates). This may cause computer applications to
fail or to create erroneous results unless corrective measures
are taken. The Year 2000 problem can arise at any point in the
Company's supply, manufacturing, processing, distribution and
financial chains.
  Aided by third party service providers, we are implementing a
plan to address the anticipated impacts of the Year 2000 problem
on our information technology (IT) systems and on non-IT systems
involving embedded chip technologies (non-IT systems). We are
also surveying selected third parties to determine the status
of their Year 2000 compliance programs. In addition, we are
developing contingency plans specifying what the Company will do
if it or important third parties experience disruptions as a
result of the Year 2000 problem.
  With respect to IT systems, our Year 2000 plan includes
programs relating to (i) computer applications, including those
for mainframes, client server systems, minicomputers and personal
computers (the Applications Program) and (ii) IT infrastructure,
including hardware, software, network technology and voice and
data communications (the Infrastructure Program). In the case of
non-IT systems, our Year 2000 plan includes programs relating to
(i) equipment and processes required to produce and distribute
beverage concentrates and syrups, finished beverages, juices and
juice-drink products (the Manufacturing Program) and (ii)
equipment and systems in buildings not encompassed by the
Manufacturing Program that our Company occupies or leases to
third parties (the Facilities Program).
  Each of these programs is being conducted in phases, described
as follows:
  INVENTORY PHASE - Identify hardware, software, processes or
devices that use or process date information.
  ASSESSMENT PHASE - Identify Year 2000 date processing
deficiencies and related implications.
  PLANNING PHASE - Determine for each deficiency an appropriate
solution and budget. Schedule resources and develop testing
plans.
  IMPLEMENTATION PHASE - Implement designed solutions. Conduct
appropriate systems testing.
  Certain additional testing may be conducted following
completion of the implementation phase. The plan also includes a
control element intended to ensure that changes to IT and non-IT
systems do not introduce additional Year 2000 issues.
  Our Year 2000 plan is subject to modification and is revised
periodically as additional information is developed. The Company
currently believes that its Year 2000 plan will be completed in
all material respects prior to the anticipated Year 2000 failure
dates. As of the respective dates indicated below, status reports
regarding the Applications, Infrastructure, Manufacturing and
Facilities Programs are as follows:
  APPLICATIONS PROGRAM (AS OF JANUARY 16, 1999) - We have
completed the inventory, assessment and planning phases for all
46 applications considered to be mission-critical, and
implementation phase progress is as follows: 37 are complete and
nine are expected to be completed by June 1999. Of approximately
2,500 other applications we have identified, approximately 2,300
have been assessed and approximately 1,200 of these have been
determined to require Year 2000 planning and implementation phase
work. Remaining assessment phase work is expected to be completed
by March 1999. We have completed the planning and implementation

                                 - 34 -



FINANCIAL REVIEW 
INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS 
THE COCA-COLA COMPANY AND SUBSIDIARIES


phases for approximately 1,100 applications, and we estimate
completion of the remainder by July 1999.
  INFRASTRUCTURE PROGRAM (AS OF JANUARY 16, 1999) - The inventory
phase is estimated to be approximately 91 percent complete and is
expected to be fully completed by April 1999. Approximately 2,300
"components" have been identified. (We define a component as a
particular type - of which there may be numerous individual
iterations - of software package, computer or telecommunications
hardware, or lab or research equipment, including any supporting
software and utilities.) The assessment, planning and
implementation phases are estimated to be approximately 84
percent, 79 percent and 50 percent complete, respectively, and
are expected to be fully completed by May, May and October 1999,
respectively.
  MANUFACTURING PROGRAM (AS OF JANUARY 22, 1999) - We have
identified 102 separate manufacturing operations in which our
Company's ownership interest is 50 percent or greater. Of these,
100 operations have completed the inventory phase, and all are
expected to have done so by January 1999. The assessment phase
is complete in 94 operations and is expected to be fully
completed by February 1999. Planning phase work has been
completed in 76 operations and is expected to be fully completed
by April 1999. Implementation phase work has been completed in
42 operations and is expected to be fully completed by July 1999.
  FACILITIES PROGRAM (AS OF JANUARY 25, 1999) - We have
identified 46 non-manufacturing buildings in which our Company's
ownership interest is 50 percent or greater. Of these, status by
phase is as follows:

               Not Yet        In                Total   Estimated 100%
Phase          Started  Progress  Complete  Buildings  Completion Date
- -----------------------------------------------------------------------
Inventory            4         1        41         46       March 1999
Assessment           5         9        32         46       April 1999
Planning            12        21        13         46         May 1999
Implementation      33         6         7         46     October 1999
=======================================================================

  Owners of properties leased by our Company are being contacted
in order to assess the Year 2000 readiness of their facilities.

THIRD PARTY YEAR 2000 READINESS - The Company has material
relationships with third parties whose failure to be Year 2000
compliant could have materially adverse impacts on our Company's
business, operations or financial condition in the future. Third
parties that we consider to be in this category for Year 2000
purposes (Key Business Partners) include critically important
bottlers, customers, suppliers, vendors and public entities such
as government regulatory agencies, utilities, financial entities
and others.
  BOTTLERS - We derive most of our net operating revenues from
sales of concentrates, syrups and finished products to authorized
third parties, including bottling and canning operations
(Bottlers), that produce, package and distribute beverages
bearing the Company's brands. We have made Year 2000 awareness
information available to all Bottlers and have asked each
Bottler to advise us of the Bottler's plans for reaching Year
2000 readiness with respect to non-IT systems. As of December 31,
1998, unconsolidated Bottlers representing approximately 99
percent of our 1998 worldwide unit case volume from
unconsolidated Bottlers have made their plans available to us,
including all 10 of our anchor bottlers. We have also contacted
the Bottlers to inquire about their state of Year 2000 readiness
with respect to IT systems as well as the actions being taken by
Bottlers with respect to third parties. We may take further
action as we deem it appropriate in particular cases.
  CUSTOMERS - We have met and exchanged information with a
limited number of key non-Bottler customers regarding Year 2000
readiness issues. We are now formalizing these contacts into a
program designed to help us assess the Year 2000 readiness of
key non-Bottler customers.
  SUPPLIERS AND VENDORS - The Company classifies as "critical"
those suppliers of products or services consumed on an ongoing
basis that, if interrupted, would materially disrupt the
Company's ability to deliver products or conduct operations.
We are conducting on-site reviews of suppliers identified as
critical on a worldwide basis, for purposes of assessing their
Year 2000 plans and their progress toward implementation. We
expect all of these reviews to be completed by April 1999.
Thereafter, additional assessments may occur during the remainder
of the year. In addition, each Company field location is working
to assess the likelihood of supply issues with suppliers
classified as critical on a regional basis.
  Suppliers of less critical importance to our business, and
vendors from whom we buy goods expected to be in service beyond
1999, have been sent a questionnaire from us asking about the
status of their Year 2000 plans. Responses are being evaluated,
certain selected goods are being tested, and follow-up action is
being taken by the Company as it deems appropriate.
  PUBLIC ENTITIES - We are also in the process of implementing a
Year 2000 program involving interaction with and assessment of
public entities such as government regulatory agencies,
utilities, financial entities and others.

CONTINGENCY PLANS - The Company is preparing contingency plans
relating specifically to identified Year 2000 risks and
developing cost estimates relating to these plans. Contingency
plans may include stockpiling raw and packaging materials,
increasing inventory levels, securing alternate sources of
supply and other appropriate measures. We anticipate completion
of the Year 2000 contingency plans during the first half of 1999.
Once developed, Year 2000 contingency plans and related cost
estimates will be tested in certain respects and continually
refined as additional information becomes available.

                                 - 35 -



FINANCIAL REVIEW 
INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS 
THE COCA-COLA COMPANY AND SUBSIDIARIES


YEAR 2000 RISKS - While the Company currently believes that it
will be able to modify or replace its affected systems in time
to minimize any significant detrimental effects on its
operations, failure to do so, or the failure of Key Business
Partners or other third parties to modify or replace their
affected systems, could have materially adverse impacts on the
Company's business, operations or financial condition in the
future. There can be no guarantee that such impacts will not
occur. In particular, because of the interdependent nature of
business systems, the Company could be materially adversely
affected if private businesses, utilities and governmental
entities with which it does business or that provide essential
products or services are not Year 2000 ready. The Company
currently believes that the greatest risk of disruption in its
businesses exists in certain international markets. Reasonably
likely consequences of failure by the Company or third parties
to resolve the Year 2000 problem include, among other things,
temporary slowdowns or cessations of operations at one or more
Company or Bottler facilities, delays in the delivery or
distribution of products, delays in the receipt of supplies,
invoice and collection errors, and inventory and supply
obsolescence. However, the Company believes that its Year 2000
readiness program, including related contingency planning,
should significantly reduce the possibility of significant
interruptions of normal operations.

COSTS - As of December 31, 1998, the Company's total incremental
costs (historical plus estimated future costs) of addressing Year
2000 issues are estimated to be in the range of $130 million to
$160 million, of which approximately $70 million has been
incurred. These costs are being funded through operating cash
flow. These amounts do not include: (i) any costs associated
with the implementation of contingency plans, which are in the
process of being developed, or (ii) costs associated with
replacements of computerized systems or equipment in cases where
replacement was not accelerated due to Year 2000 issues.
  Implementation of our Company's Year 2000 plan is an ongoing
process. Consequently, the above described estimates of costs
and completion dates for the various components of the plan are
subject to change.
  For further information regarding Year 2000 matters, see the
disclosures under Forward-Looking Statements on page 37.

EURO CONVERSION  
  In January 1999, certain member countries of the European
Union established permanent, fixed conversion rates between their
existing currencies and the European Union's common currency
(the Euro).
  The transition period for the introduction of the Euro is
scheduled to phase in over a period ending January 1, 2002, with
the existing currency being completely removed from circulation
on July 1, 2002. Our Company has been preparing for the
introduction of the Euro for several years. The timing of our
phasing out all uses of the existing currencies will comply
with the legal requirements and also be scheduled to facilitate
optimal coordination with the plans of our vendors, distributors
and customers. Our work related to the introduction of the Euro
and the phasing out of the other currencies includes converting
information technology systems; recalculating currency risk;
recalibrating derivatives and other financial instruments;
evaluating and taking action, if needed, regarding continuity of
contracts; and modifying our processes for preparing tax,
accounting, payroll and customer records.
  Based on our work to date, we believe the introduction of the
Euro and the phasing out of the other currencies will not have a
material impact on our Company's Consolidated Financial
Statements.

IMPACT OF INFLATION AND CHANGING PRICES  
  Inflation affects the way we operate in many markets around
the world. In general, we are able to increase prices to
counteract the inflationary effects of increasing costs and to
generate sufficient cash flows to maintain our productive
capability.

NEW ACCOUNTING STANDARDS
  In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities." The new
statement requires all derivatives to be recorded on the balance
sheet at fair value and establishes new accounting rules for
hedging instruments. The statement is effective for the Company
in the Year 2000. We are assessing the impact this statement will
have on our Consolidated Financial Statements.

OUTLOOK  
  While we cannot predict future performance, we believe
considerable opportunities exist for sustained, profitable
growth, not only in the developing population centers of the
world but also in our most established markets, including the
United States.
  We firmly believe the strength of our brands, our unparalleled
distribution system, our global presence, our strong financial
condition and the skills of our people give us the flexibility to
capitalize on our growth opportunities as we continue to pursue
our goal of increasing share-owner value over time.

FORWARD-LOOKING STATEMENTS  
  The Private Securities Litigation Reform Act of 1995 (the Act)
provides a safe harbor for forward-looking statements made by or
on behalf of our Company. Our Company and its representatives may
from time to time make written or verbal forward-looking
statements, including statements contained in this report and
other Company filings with the Securities and Exchange Commission
and in our reports to share owners.

                                 - 36 -



FINANCIAL REVIEW 
INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS 
THE COCA-COLA COMPANY AND SUBSIDIARIES


All statements which address operating performance, events or
developments that we expect or anticipate will occur in the
future, including statements relating to volume growth, share
of sales and earnings per share growth, statements expressing
general optimism about future operating results and non-
historical Year 2000 information, are forward-looking statements
within the meaning of the Act. The forward-looking statements are
and will be based on management's then current views and
assumptions regarding future events and operating performance.
  The following are some of the factors that could affect our
financial performance or could cause actual results to differ
materially from estimates contained in or underlying our
Company's forward-looking statements:
- -- Our ability to generate sufficient cash flows to support
   capital expansion plans, share repurchase programs and general
   operating activities.
- -- Competitive product and pricing pressures and our ability to
   gain or maintain share of sales in the global market as a
   result of actions by competitors. While we believe our
   opportunities for sustained, profitable growth are
   considerable, unanticipated actions of competitors could
   impact our earnings, share of sales and volume growth.
- -- Changes in laws and regulations, including changes in
   accounting standards, taxation requirements (including tax
   rate changes, new tax laws and revised tax law
   interpretations) and environmental laws in domestic or foreign
   jurisdictions.
- -- Fluctuations in the cost and availability of raw materials and
   the ability to maintain favorable supplier arrangements and
   relationships.
- -- Our ability to achieve earnings forecasts, which are generated
   based on projected volumes and sales of many product types,
   some of which are more profitable than others. There can be no
   assurance that we will achieve the projected level or mix of
   product sales.
- -- Interest rate fluctuations and other capital market
   conditions, including foreign currency rate fluctuations. Most
   of our exposures to capital markets, including interest and
   foreign currency, are managed on a consolidated basis, which
   allows us to net certain exposures and, thus, take advantage
   of any natural offsets. We use derivative financial
   instruments to reduce our net exposure to financial risks.
   There can be no assurance, however, that our financial risk
   management program will be successful in reducing foreign
   currency exposures.
- -- Economic and political conditions in international markets,
   including civil unrest, governmental changes and restrictions
   on the ability to transfer capital across borders.
- -- Our ability to penetrate developing and emerging markets,
   which also depends on economic and political conditions, and
   how well we are able to acquire or form strategic business
   alliances with local bottlers and make necessary
   infrastructure enhancements to production facilities,
   distribution networks, sales equipment and technology.
   Moreover, the supply of products in developing markets must
   match the customers' demand for those products, and due to
   product price and cultural differences, there can be no
   assurance of product acceptance in any particular market.
- -- The effectiveness of our advertising, marketing and
   promotional programs.
- -- The uncertainties of litigation, as well as other risks and
   uncertainties detailed from time to time in our Company's
   Securities and Exchange Commission filings.
- -- Adverse weather conditions, which could reduce demand for
   Company products.
- -- Our ability and the ability of our Key Business Partners and
   other third parties to replace, modify or upgrade computer
   systems in ways that adequately address the Year 2000 problem.
   Given the numerous and significant uncertainties involved,
   there can be no assurance that Year 2000 related estimates and
   anticipated results will be achieved, and actual results could
   differ materially. Specific factors that might cause such
   material differences include, but are not limited to, the
   ability to identify and correct all relevant computer codes
   and embedded chips, unanticipated difficulties or delays in
   the implementation of Year 2000 project plans and the ability
   of third parties to adequately address their own Year 2000
   issues.
- -- Our ability to timely resolve issues relating to introduction
   of the European Union's common currency (the Euro).

  The foregoing list of important factors is not exclusive.

ADDITIONAL INFORMATION  
  For additional information about our operations, cash flows,
liquidity and capital resources, please refer to the information
on pages 40 through 60 of this report. Additional information
concerning our operating segments is presented on pages 57
through 58.

                                 - 37 -




SELECTED FINANCIAL DATA
THE COCA-COLA COMPANY AND SUBSIDIARIES

                                Compound
(In millions except per       Growth Rates              Year Ended December 31,
 share data, ratios         ------------------  -----------------------------------------------
 and growth rates)          5 Years   10 Years        1998{2}    1997{2}    1996{2}    1995{2}
- -----------------------------------------------------------------------------------------------
                                                                 
SUMMARY OF OPERATIONS
Net operating revenues          6.0%       8.8%   $ 18,813   $ 18,868   $ 18,673   $ 18,127
Cost of goods sold              1.5%       5.0%      5,562      6,015      6,738      6,940
- -----------------------------------------------------------------------------------------------
Gross profit                    8.4%      11.0%     13,251     12,853     11,935     11,187
Selling, administrative
  and general expenses          7.5%      10.5%      8,284      7,852      8,020      7,161
- -----------------------------------------------------------------------------------------------
Operating income                9.9%      12.0%      4,967      5,001      3,915      4,026
Interest income                                        219        211        238        245
Interest expense                                       277        258        286        272
Equity income                                           32        155        211        169
Other income (deductions)-net                          230        583         87         86
Gains on issuances of stock by
  equity investees                                      27        363        431         74
- ----------------------------------------------------------------------------------------------
Income from continuing
  operations before income
  taxes and changes in
  accounting principles        10.3%      12.3%      5,198      6,055      4,596      4,328
Income taxes                   10.8%      12.0%      1,665      1,926      1,104      1,342
- ----------------------------------------------------------------------------------------------
Income from continuing
  operations before changes
  in accounting principles     10.1%      12.5%   $  3,533   $  4,129   $  3,492   $  2,986
===============================================================================================
Net income                     10.2%      13.0%   $  3,533   $  4,129   $  3,492   $  2,986
Preferred stock dividends                                -          -          -          -
- -----------------------------------------------------------------------------------------------
Net income available to
  common share owners          10.2%      13.0%   $  3,533   $  4,129   $  3,492   $  2,986
===============================================================================================
Average common shares
  outstanding                                        2,467      2,477      2,494      2,525
Average common shares
  outstanding assuming
  dilution                                           2,496      2,515      2,523      2,549

PER COMMON SHARE DATA
Income from continuing
  operations before
  changes in accounting
  principles - basic           11.2%      14.5%   $   1.43   $   1.67   $   1.40   $   1.18
Income from continuing
  operations before
  changes in accounting
  principles - diluted         11.3%      14.4%       1.42       1.64       1.38       1.17
Basic net income               11.2%      14.8%       1.43       1.67       1.40       1.18
Diluted net income             11.3%      15.0%       1.42       1.64       1.38       1.17
Cash dividends                 12.0%      14.9%        .60        .56        .50        .44
Market price on December 31    24.6%      28.2%      67.00      66.69      52.63      37.13

TOTAL MARKET VALUE OF
  COMMON STOCK{1}              23.3%      26.4%   $165,190   $164,766   $130,575   $ 92,983

BALANCE SHEET DATA
Cash, cash equivalents and
  current marketable
  securities                                      $  1,807   $  1,843   $  1,658   $  1,315
Property, plant and
  equipment-net                                      3,669      3,743      3,550      4,336
Depreciation                                           381        384        442        421
Capital expenditures                                   863      1,093        990        937
Total assets                                        19,145     16,881     16,112     15,004
Long-term debt                                         687        801      1,116      1,141
Total debt                                           5,149      3,875      4,513      4,064
Share-owners' equity                                 8,403      7,274      6,125      5,369
Total capital{1}                                    13,552     11,149     10,638      9,433

OTHER KEY FINANCIAL MEASURES{1}
Total debt-to-total capital                           38.0%      34.8%      42.4%      43.1%
Net debt-to-net capital                               28.1%      22.0%      31.6%      32.3%
Return on common equity                               45.1%      61.6%      60.8%      56.4%
Return on capital                                     30.2%      39.5%      36.8%      34.9%
Dividend payout ratio                                 41.9%      33.6%      35.7%      37.2%
Free cash flow                                    $  1,272   $  3,533   $  2,413   $  2,102
Economic profit                                   $  2,480   $  3,325   $  2,718   $  2,291
===============================================================================================
<FN>
{1} See Glossary on page 65.
{2} In 1998, we adopted SFAS No. 132, "Employers' Disclosures about Pensions and
    Other Postretirement Benefits."
{3} In 1994, we adopted SFAS No. 115, "Accounting for Certain Investments in Debt
    and Equity Securities."
{4} In 1993, we adopted SFAS No. 112, "Employers' Accounting for Postemployment
    Benefits."
{5} In 1992, we adopted SFAS No. 106, "Employers' Accounting for Postretirement
    Benefits Other Than Pensions."
</FN>


                                 - 38 -




SELECTED FINANCIAL DATA
THE COCA-COLA COMPANY AND SUBSIDIARIES


(In millions except per                             Year Ended December 31,
 share data, ratios          --------------------------------------------------------------------------------------
 and growth rates)              1994{2,3}    1993{2,4}   1992{2,5,6}    1991{2,6}    1990{2,6}    1989{6}   1988
 ------------------------------------------------------------------------------------------------------------------
                                                                                    
SUMMARY OF OPERATIONS
Net operating revenues      $ 16,264     $ 14,030    $ 13,119       $ 11,599     $ 10,261     $  8,637     $ 8,076
Cost of goods sold             6,168        5,160       5,055          4,649        4,208        3,548       3,429
- -------------------------------------------------------------------------------------------------------------------
Gross profit                  10,096        8,870       8,064          6,950        6,053        5,089       4,647
Selling, administrative
  and general expenses         6,459        5,771       5,317          4,641        4,103        3,342       3,044
- -------------------------------------------------------------------------------------------------------------------
Operating income               3,637        3,099       2,747          2,309        1,950        1,747       1,603
Interest income                  181          144         164            175          170          205         199
Interest expense                 199          168         171            192          231          308         230
Equity income                    134           91          65             40          110           75          92
Other income (deductions)-
  net                            (25)           7         (59)            51           15           45         (38)
Gains on issuances of stock
  by equity investees              -           12           -              -            -            -           -
- -------------------------------------------------------------------------------------------------------------------
Income from continuing
  operations before income
  taxes and changes in
  accounting principles        3,728        3,185       2,746          2,383        2,014        1,764       1,626
Income taxes                   1,174          997         863            765          632          553         537
- -------------------------------------------------------------------------------------------------------------------
Income from continuing
  operations before changes
  in accounting principles  $  2,554     $  2,188    $  1,883       $  1,618     $  1,382     $  1,211     $ 1,089
===================================================================================================================
Net income                  $  2,554     $  2,176    $  1,664       $  1,618     $  1,382     $  1,537     $ 1,045
Preferred stock dividends          -            -           -              1           18           21           7
- -------------------------------------------------------------------------------------------------------------------
Net income available to
  common share owners       $  2,554     $  2,176    $  1,664       $  1,617     $  1,364     $  1,516{7}  $ 1,038
===================================================================================================================
Average common shares
  outstanding                  2,580        2,603       2,634          2,666        2,674        2,768       2,917
Average common shares
  outstanding assuming
  dilution                     2,599        2,626       2,668          2,695        2,706        2,789       2,929

PER COMMON SHARE DATA
Income from continuing
  operations before
  changes in accounting
  principles - basic        $    .99     $    .84    $    .72       $    .61     $    .51     $    .43     $   .37
Income from continuing
  operations before
  changes in accounting
  principles - diluted           .98          .83         .71           .60           .50          .43         .37
Basic net income                 .99          .84         .63           .61           .51          .55{7}      .36
Diluted net income               .98          .83         .62           .60           .50          .54         .35
Cash dividends                   .39          .34         .28           .24           .20          .17         .15
Market price on December 31    25.75        22.31       20.94         20.06         11.63         9.66        5.58

TOTAL MARKET VALUE OF
  COMMON STOCK{1}           $ 65,711     $ 57,905    $ 54,728       $53,325      $ 31,073     $ 26,034     $15,834

BALANCE SHEET DATA
Cash, cash equivalents and
  current marketable
  securities                $  1,531     $  1,078    $  1,063       $ 1,117      $  1,492     $  1,182     $ 1,231
Property, plant and
  equipment - net              4,080        3,729       3,526         2,890         2,386        2,021       1,759
Depreciation                     382          333         310           254           236          181         167
Capital expenditures             878          800       1,083           792           593          462         387
Total assets                  13,863        11,998     11,040        10,185         9,245        8,249       7,451
Long-term debt                 1,426         1,428      1,120           985           536          549         761
Total debt                     3,509         3,100      3,207         2,288         2,537        1,980       2,124
Share-owners' equity           5,228         4,570      3,881         4,236         3,662        3,299       3,345
Total capital{1}               8,737         7,670      7,088         6,524         6,199        5,279       5,469

OTHER KEY FINANCIAL
 MEASURES{1}
Total debt-to-total capital     40.2%         40.4%      45.2%         35.1%         40.9%        37.5%       38.8%
Net debt-to-net capital         25.5%         29.0%      33.1%         24.2%         24.6%        15.6%       21.1%
Return on common equity         52.1%         51.8%      46.4%         41.3%         41.4%        39.4%       34.7%
Return on capital               32.8%         31.2%      29.4%         27.5%         26.8%        26.5%       21.3%
Dividend payout ratio           39.4%         40.6%      44.3%         39.5%         39.2%        31.0%{7}    42.1%
Free cash flow              $  2,146     $   1,623   $    873       $   960      $    844     $  1,664     $ 1,517
Economic profit             $  1,896     $   1,549   $  1,300       $ 1,073      $    920     $    859     $   717
===================================================================================================================
<FN>
{6} In 1992, we adopted SFAS No. 109, "Accounting for Income Taxes," by restating financial statements
    beginning in 1989.
{7} Net income available to common share owners in 1989 included after-tax gains of $604 million
    ($.22 per common share, basic and diluted) from the sales of our equity interest in Columbia
    Pictures Entertainment, Inc. and our bottled water business, and the transition effect of
    $265 million related to the change in accounting for income taxes. Excluding these nonrecurring
    items, our dividend payout ratio in 1989 was 39.9 percent.
<FN>


                                 - 39 -




CONSOLIDATED BALANCE SHEETS
THE COCA-COLA COMPANY AND SUBSIDIARIES


December 31,                                             1998                 1997
- ------------------------------------------------------------------------------------
(In millions except share data)

ASSETS

                                                                    
CURRENT
Cash and cash equivalents                            $  1,648             $  1,737
Marketable securities                                     159                  106
- ------------------------------------------------------------------------------------
                                                        1,807                1,843
Trade accounts receivable, less allowances
 of $10 in 1998 and $23 in 1997                         1,666                1,639
Inventories                                               890                  959
Prepaid expenses and other assets                       2,017                1,528
- ------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                    6,380                5,969
- ------------------------------------------------------------------------------------

INVESTMENTS AND OTHER ASSETS
Equity method investments
  Coca-Cola Enterprises Inc.                              584                  184
  Coca-Cola Amatil Limited                              1,255                1,204
  Coca-Cola Beverages plc                                 879                    -
  Other, principally bottling companies                 3,573                3,049
Cost method investments, principally
 bottling companies                                       395                  457
Marketable securities and other assets                  1,863                1,607
- -------------------------------------------------------------------------------------
                                                        8,549                6,501
- -------------------------------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT
Land                                                      199                  183
Buildings and improvements                              1,507                1,535
Machinery and equipment                                 3,855                3,896
Containers                                                124                  157
- -------------------------------------------------------------------------------------
                                                        5,685                5,771
Less allowances for depreciation                        2,016                2,028
- -------------------------------------------------------------------------------------
                                                        3,669                3,743
- -------------------------------------------------------------------------------------
GOODWILL AND OTHER INTANGIBLE ASSETS                      547                  668
- -------------------------------------------------------------------------------------
                                                     $ 19,145             $ 16,881
=====================================================================================

                                 - 40 -




CONSOLIDATED BALANCE SHEETS
THE COCA-COLA COMPANY AND SUBSIDIARIES


December 31,                                             1998                 1997
- -------------------------------------------------------------------------------------

LIABILITIES AND SHARE-OWNERS' EQUITY
                                                                       
CURRENT
Accounts payable and accrued expenses                $  3,141             $  3,249
Loans and notes payable                                 4,459                2,677
Current maturities of long-term debt                        3                  397
Accrued income taxes                                    1,037                1,056
- -------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                               8,640                7,379
- -------------------------------------------------------------------------------------

LONG-TERM DEBT                                            687                  801
- -------------------------------------------------------------------------------------

OTHER LIABILITIES                                         991                1,001
- -------------------------------------------------------------------------------------

DEFERRED INCOME TAXES                                     424                  426
- -------------------------------------------------------------------------------------

SHARE-OWNERS' EQUITY
Common stock, $.25 par value
  Authorized: 5,600,000,000 shares
  Issued: 3,460,083,686 shares in 1998;
          3,443,441,902 shares in 1997                    865                  861
Capital surplus                                         2,195                1,527
Reinvested earnings                                    19,922               17,869
Accumulated other comprehensive income
  and unearned compensation on restricted stock        (1,434)              (1,401)
- -------------------------------------------------------------------------------------
                                                       21,548               18,856

Less treasury stock, at cost
  (994,566,196 shares in 1998;
   972,812,731 shares in 1997)                         13,145               11,582
- ------------------------------------------------------------------------------------
                                                        8,403                7,274
- ------------------------------------------------------------------------------------
                                                     $ 19,145             $ 16,881
====================================================================================
See Notes to Consolidated Financial Statements.

                                 - 41 -




CONSOLIDATED STATEMENTS OF INCOME
THE COCA-COLA COMPANY AND SUBSIDIARIES


Year Ended December 31,                              1998           1997            1996
- -------------------------------------------------------------------------------------------
(In millions except per share data)                                             

                                                                       
NET OPERATING REVENUES                           $ 18,813       $ 18,868        $ 18,673
Cost of goods sold                                  5,562          6,015           6,738
- -------------------------------------------------------------------------------------------
GROSS PROFIT                                       13,251         12,853          11,935
Selling, administrative and general expenses        8,284          7,852           8,020
- -------------------------------------------------------------------------------------------
OPERATING INCOME                                    4,967          5,001           3,915
Interest income                                       219            211             238
Interest expense                                      277            258             286
Equity income                                          32            155             211
Other income-net                                      230            583              87
Gains on issuances of stock by equity investees        27            363             431
- -------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                          5,198          6,055           4,596
Income taxes                                        1,665          1,926           1,104
- -------------------------------------------------------------------------------------------
NET INCOME                                       $  3,533       $  4,129        $  3,492
===========================================================================================

BASIC NET INCOME PER SHARE                       $   1.43       $   1.67        $   1.40
DILUTED NET INCOME PER SHARE                     $   1.42       $   1.64        $   1.38
===========================================================================================

AVERAGE SHARES OUTSTANDING                          2,467          2,477           2,494
Dilutive effect of stock options                       29             38              29
- -------------------------------------------------------------------------------------------
AVERAGE SHARES OUTSTANDING ASSUMING DILUTION        2,496          2,515           2,523
===========================================================================================
See Notes to Consolidated Financial Statements.	


                             - 42 -




CONSOLIDATED STATEMENTS OF CASH FLOWS
THE COCA-COLA COMPANY AND SUBSIDIARIES


Year Ended December 31,                             1998        1997        1996
- -----------------------------------------------------------------------------------
(In millions)                                           

                                                               
OPERATING ACTIVITIES						
Net income                                      $  3,533    $  4,129    $  3,492
Depreciation and amortization                        645         626         633
Deferred income taxes                                (38)        380        (145)
Equity income, net of dividends                       31        (108)        (89)
Foreign currency adjustments                          21          37         (60)
Gains on issuances of stock by equity investees      (27)       (363)       (431)
Gains on sales of assets, including
  bottling interests                                (306)       (639)       (135)
Other items                                          124          18         316
Net change in operating assets and liabilities      (550)        (47)       (118)
- -----------------------------------------------------------------------------------
    Net cash provided by operating activities      3,433       4,033       3,463
- -----------------------------------------------------------------------------------

INVESTING ACTIVITIES                                            
Acquisitions and investments, principally
  bottling companies                              (1,428)     (1,100)       (645)
Purchases of investments and other assets           (610)       (459)       (623)
Proceeds from disposals of investments and
  other assets                                     1,036       1,999       1,302
Purchases of property, plant and equipment          (863)     (1,093)       (990)
Proceeds from disposals of property, plant
  and equipment                                       54          71          81
Other investing activities                          (350)         82        (175)
- -----------------------------------------------------------------------------------
    Net cash used in investing activities         (2,161)       (500)     (1,050)
- -----------------------------------------------------------------------------------

    Net cash provided by operations
      after reinvestment                           1,272       3,533       2,413
- -----------------------------------------------------------------------------------

FINANCING ACTIVITIES                            
Issuances of debt                                  1,818         155       1,122
Payments of debt                                    (410)       (751)       (580)
Issuances of stock                                   302         150         124
Purchases of stock for treasury                   (1,563)     (1,262)     (1,521)
Dividends                                         (1,480)     (1,387)     (1,247)
- -----------------------------------------------------------------------------------
    Net cash used in financing activities         (1,333)     (3,095)     (2,102)
- -----------------------------------------------------------------------------------
                
EFFECT OF EXCHANGE RATE CHANGES ON 
  CASH AND CASH EQUIVALENTS                          (28)       (134)        (45)
- -----------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS                                               
Net increase (decrease) during the year              (89)        304         266
Balance at beginning of the year                   1,737       1,433       1,167
- -----------------------------------------------------------------------------------
    Balance at end of year                      $  1,648    $  1,737    $  1,433
===================================================================================
See Notes to Consolidated Financial Statements.


                                 - 43 -





CONSOLIDATED STATEMENTS OF SHARE-OWNERS' EQUITY

THE COCA-COLA COMPANY AND SUBSIDIARIES

                          Number of                                                Accumulated
                             Common                                  Outstanding         Other
Three Years Ended            Shares    Common  Capital  Reinvested  Restricted  Comprehensive   Treasury
December 31, 1998       Outstanding     Stock  Surplus    Earnings       Stock         Income      Stock     Total
- -------------------------------------------------------------------------------------------------------------------
                                                                                   
(In millions except per share data)    |
                                       |
BALANCE DECEMBER 31, 1995     2,505    | $856   $  863     $12,882       $ (68)       $  (365)  $ (8,799)  $ 5,369
- ---------------------------------------|---------------------------------------------------------------------------
COMPREHENSIVE INCOME:                  |
  Net income                      -    |    -        -       3,492           -              -          -     3,492
  Translation adjustments         -    |    -        -           -           -           (238)         -      (238)
  Net change in unrealized             |
    gain on securities            -    |    -        -           -           -             74          -        74
  Minimum pension liability       -    |    -        -           -           -             (8)         -        (8)
                                       |                                                                   --------
                                       |
COMPREHENSIVE INCOME                   |                                                                     3,320
Stock issued to employees              |                                                                   --------
  exercising stock options        9    |    2      122           -           -              -          -       124
Tax benefit from employees'            |
  stock option and                     |
  restricted stock plans          -    |    -       63           -           -              -          -        63
Stock issued under restricted          |
  stock plans, less                    |
  amortization of $15             -    |    -       10           -           7              -          -        17
Purchases of stock for                 |
  treasury                      (33){1}|    -        -           -           -              -     (1,521)   (1,521)
Dividends (per share - $.50)      -    |    -        -      (1,247)          -              -          -    (1,247)
- ---------------------------------------|---------------------------------------------------------------------------
BALANCE DECEMBER 31, 1996     2,481    |  858    1,058      15,127         (61)          (537)   (10,320)    6,125
- ---------------------------------------|---------------------------------------------------------------------------
COMPREHENSIVE INCOME:                  |
  Net income                      -    |    -        -       4,129           -              -          -     4,129
  Translation adjustments         -    |    -        -           -           -           (710)         -      (710)
  Net change in unrealized             |
    gain on securities            -    |    -        -           -           -            (98)         -       (98)
  Minimum pension liability       -    |    -        -           -           -             (6)         -        (6)
                                       |                                                                   --------
                                       |
COMPREHENSIVE INCOME                   |                                                                     3,315
Stock issued to employees              |                                                                   --------
  exercising stock options        10   |    3      147           -           -              -          -       150
Tax benefit from employees'            |
  stock option and restricted          |
  stock plans                     -    |    -      312           -           -              -          -       312
Stock issued under restricted          |
  stock plans, less                    |
  amortization of $10             -    |    -       10           -          11              -          -        21
Purchases of stock for                 |
  treasury                      (20){1}|    -        -           -           -              -     (1,262)   (1,262)
Dividends (per share - $.56)      -    |    -        -      (1,387)          -              -          -    (1,387)
- ---------------------------------------|---------------------------------------------------------------------------
BALANCE DECEMBER 31, 1997     2,471    |  861    1,527      17,869         (50)        (1,351)   (11,582)    7,274
- ---------------------------------------|---------------------------------------------------------------------------
COMPREHENSIVE INCOME:                  |
  Net income                      -    |    -        -       3,533           -              -          -     3,533
  Translation adjustments         -    |    -        -           -           -             52          -        52
  Net change in unrealized             |
    gain on securities            -    |    -        -           -           -            (47)         -       (47)
  Minimum pension liability       -    |    -        -           -           -             (4)         -        (4)
                                       |                                                                   --------
COMPREHENSIVE INCOME                   |                                                                     3,534
                                       |                                                                   --------
Stock issued to employees              |
  exercising stock options       16    |    4      298           -           -              -          -       302
Tax benefit from employees'            |
  stock option and restricted          |
  stock plans                     -    |    -       97           -           -              -          -        97
Stock issued under restricted          |
  stock plans, less amortization       |
  of $5                           1    |    -       47           -         (34)             -          -        13
Stock issued by an equity              |
  investee                        -    |    -      226           -           -              -          -       226
Purchases of stock for treasury (22){1}|    -        -           -           -              -     (1,563)   (1,563)
Dividends (per share - $.60)       -   |    -        -      (1,480)          -              -          -    (1,480)
- ---------------------------------------|---------------------------------------------------------------------------
BALANCE DECEMBER 31, 1998     2,466    | $865   $2,195     $19,922       $ (84)       $(1,350)  $(13,145)  $ 8,403
===================================================================================================================
{1} Common stock purchased from employees exercising stock options numbered 1.4 million, 1.1 million
and .9 million shares for the years ending December 31, 1998, 1997 and 1996, respectively.
See Notes to Consolidated Financial Statements.


                                 - 44 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


NOTE 1:  ORGANIZATION AND SUMMARY OF 
         SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - The Coca-Cola Company and subsidiaries (our
Company) is predominantly a manufacturer, marketer and
distributor of soft-drink and noncarbonated beverage concentrates
and syrups. Operating in nearly 200 countries worldwide, we
primarily sell our concentrates and syrups to bottling and
canning operations, fountain wholesalers and fountain retailers.
We have significant markets for our products in all the world's
geographic regions. We record revenue when title passes to our
customers.

BASIS OF PRESENTATION - Certain amounts in the prior years'
financial statements have been reclassified to conform to the
current year presentation.

CONSOLIDATION - Our Consolidated Financial Statements include
the accounts of The Coca-Cola Company and all subsidiaries except
where control is temporary or does not rest with our Company. Our
investments in companies in which we have the ability to exercise
significant influence over operating and financial policies,
including certain investments where there is a temporary majority
interest, are accounted for by the equity method. Accordingly,
our Company's share of the net earnings of these companies is
included in consolidated net income. Our investments in other
companies are carried at cost or fair value, as appropriate. All
significant intercompany accounts and transactions are eliminated
upon consolidation.

ISSUANCES OF STOCK BY EQUITY INVESTEES - When one of our equity
investees issues additional shares to third parties, our
percentage ownership interest in the investee decreases. In the
event the issuance price per share is more or less than our
average carrying amount per share, we recognize a noncash gain
or loss on the issuance. This noncash gain or loss, net of any
deferred taxes, is generally recognized in our net income in the
period the change of ownership interest occurs.
  If gains have been previously recognized on issuances of an
equity investee's stock and shares of the equity investee are
subsequently repurchased by the equity investee, gain recognition
does not occur on issuances subsequent to the date of a
repurchase until shares have been issued in an amount equivalent
to the number of repurchased shares. This type of transaction is
reflected as an equity transaction and the net effect is
reflected in the accompanying consolidated balance sheets. For
specific transaction details, refer to Note 3.

ADVERTISING COSTS - Our Company expenses production costs of
print, radio and television advertisements as of the first date
the advertisements take place. Advertising expenses included in
selling, administrative and general expenses were $1,597 million
in 1998, $1,576 million in 1997 and $1,441 million in 1996. As of
December 31, 1998 and 1997, advertising costs of approximately
$365 million and $317 million, respectively, were recorded
primarily in prepaid expenses and other assets in the
accompanying consolidated balance sheets.

NET INCOME PER SHARE - Basic net income per share is computed by
dividing net income by the weighted-average number of shares
outstanding. Diluted net income per share includes the dilutive
effect of stock options.

CASH EQUIVALENTS - Marketable securities that are highly liquid
and have maturities of three months or less at the date of
purchase are classified as cash equivalents.

INVENTORIES - Inventories consist primarily of raw materials and
supplies and are valued at the lower of cost or market. In
general, cost is determined on the basis of average cost or
first-in, first-out methods.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are
stated at cost and are depreciated principally by the straight-
line method over the estimated useful lives of the assets.

OTHER ASSETS - Our Company invests in infrastructure programs
with our bottlers which are directed at strengthening our
bottling system and increasing unit case sales. The costs of
these programs are recorded in other assets and are subsequently
amortized over the periods to be directly benefited. 

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill and other
intangible assets are stated on the basis of cost and are
amortized, principally on a straight-line basis, over the
estimated future periods to be benefited (not exceeding 40
years). Goodwill and other intangible assets are periodically
reviewed for impairment based on an assessment of future
operations to ensure they are appropriately valued. Accumulated
amortization was approximately $119 million and $105 million on
December 31, 1998 and 1997, respectively.

USE OF ESTIMATES - In conformity with generally accepted
accounting principles, the preparation of our financial
statements requires our management to make estimates and
assumptions that affect the amounts reported in our financial
statements and accompanying notes. Although these estimates are
based on our knowledge of current events and actions we may
undertake in the future, actual results may ultimately differ
from estimates.

NEW ACCOUNTING STANDARDS - In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities." The new statement requires all derivatives
to be recorded on the balance sheet at fair value and establishes
new accounting rules for hedging

                                 - 45 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


instruments. The statement is effective for years beginning after
June 15, 1999. We are assessing the impact this statement will
have on the Consolidated Financial Statements.
  In March 1998, the American Institute of Certified Public
Accountants (AICPA) issued Statement of Position (SOP) 98-1,
"Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." SOP 98-1 provides guidance on
accounting for the various types of costs incurred for computer
software developed or obtained for internal use. Also, in June
1998, the AICPA issued SOP 98-5, "Reporting on the Costs of
Start-Up Activities." SOP 98-5 requires costs of start-up
activities and organizational costs, as defined, to be expensed
as incurred. We will adopt these SOPs on January 1, 1999, and
they will not materially impact our Company's Consolidated
Financial Statements. 

NOTE 2:  BOTTLING INVESTMENTS
COCA-COLA ENTERPRISES INC. - Coca-Cola Enterprises is the largest
soft-drink bottler in the world, operating in seven countries,
and is one of our anchor bottlers. At December 31, 1998, our
Company owned approximately 42 percent of the outstanding common
stock of Coca-Cola Enterprises, and accordingly, we account for
our investment by the equity method of accounting. The excess of
our equity in the underlying net assets of Coca-Cola Enterprises
over our investment is primarily amortized on a straight-line
basis over 40 years. The balance of this excess, net of
amortization, was approximately $442 million at December 31,
1998. A summary of financial information for Coca-Cola
Enterprises is as follows (in millions):

December 31,                                1998           1997
- -----------------------------------------------------------------
Current assets                          $  2,285       $  1,813
Noncurrent assets                         18,847         15,674
- -----------------------------------------------------------------
        Total assets                    $ 21,132       $ 17,487
=================================================================
Current liabilities                     $  3,397       $  3,032
Noncurrent liabilities                    15,297         12,673
- -----------------------------------------------------------------
        Total liabilities               $ 18,694       $ 15,705
=================================================================
Share-owners' equity                    $  2,438       $  1,782
=================================================================
Company equity investment               $    584       $    184
=================================================================

Year Ended December 31,      1998           1997           1996
- -----------------------------------------------------------------
Net operating revenues   $ 13,414       $ 11,278       $  7,921
Cost of goods sold          8,391          7,096          4,896
- -----------------------------------------------------------------
Gross profit             $  5,023       $  4,182       $  3,025
=================================================================
Operating income         $    869       $    720       $    545
=================================================================
Cash operating profit{1} $  1,989       $  1,666       $  1,172
=================================================================
Net income               $    142       $    171       $    114
=================================================================
Net income available
 to common share owners  $    141       $    169       $    106
=================================================================
Company equity income    $     51       $     59       $     53
=================================================================
{1} Cash operating profit is defined as operating income plus
depreciation expense, amortization expense and other noncash
operating expenses.

  Our net concentrate/syrup sales to Coca-Cola Enterprises were
$3.1 billion in 1998, $2.5 billion in 1997 and $1.6 billion in
1996, or approximately 16 percent, 13 percent and 9 percent of
our 1998, 1997 and 1996 net operating revenues. Coca-Cola
Enterprises purchases sweeteners through our Company; however,
related collections from Coca-Cola Enterprises and payments to
suppliers are not included in our consolidated statements of
income. These transactions amounted to $252 million in 1998,
$223 million in 1997 and $247 million in 1996. We also provide
certain administrative and other services to Coca-Cola
Enterprises under negotiated fee arrangements.
  Our direct support for certain marketing activities of
Coca-Cola Enterprises and participation with them in cooperative
advertising and other marketing programs amounted to
approximately $899 million in 1998, $604 million in 1997 and $448
million in 1996. Additionally, in 1998 and 1997, we committed
approximately $324 million and $190 million, respectively, to
Coca-Cola Enterprises under a Company program that encourages
bottlers to invest in building and supporting beverage
infrastructure.
  If valued at the December 31, 1998, quoted closing price of
publicly traded Coca-Cola Enterprises shares, the calculated
value of our investment in Coca-Cola Enterprises would have
exceeded its carrying value by approximately $5.5 billion.

COCA-COLA AMATIL LIMITED - We own approximately 43 percent of
Coca-Cola Amatil, an Australian-based anchor bottler that
operates in seven countries. Accordingly, we account for our
investment in Coca-Cola Amatil by the equity method. The excess
of our investment over our equity in the underlying net assets
of Coca-Cola Amatil is being amortized on a straight-line basis
over 40 years. The balance of this excess, net of amortization,
was approximately $205 million at December 31, 1998. A summary
of financial information for Coca-Cola Amatil is as follows
(in millions):

December 31,                                1998{1}        1997
- -----------------------------------------------------------------
Current assets                          $  1,057       $  1,470
Noncurrent assets                          4,002          4,590
- -----------------------------------------------------------------
  Total assets                          $  5,059       $  6,060
=================================================================
Current liabilities                     $  1,065       $  1,053
Noncurrent liabilities                     1,552          1,552
- -----------------------------------------------------------------
  Total liabilities                     $  2,617       $  2,605
=================================================================
Share-owners' equity                    $  2,442       $  3,455
=================================================================
Company equity investment               $  1,255       $  1,204
=================================================================

Year Ended December 31,      1998{1}        1997           1996
- -----------------------------------------------------------------
Net operating revenues   $  2,731       $  3,290       $  2,905
Cost of goods sold          1,567          1,856          1,737
- -----------------------------------------------------------------
Gross profit             $  1,164       $  1,434       $  1,168
=================================================================
Operating income         $    237       $    276       $    215
=================================================================
Cash operating profit{2} $    435       $    505       $    384
=================================================================
Net income               $     65       $     89       $     80
=================================================================
Company equity income    $     15       $     27       $     27
=================================================================
{1} 1998 reflects the spin-off of Coca-Cola Amatil's European
    operations.
{2} Cash operating profit is defined as operating income plus
    depreciation expense, amortization expense and other noncash
    operating expenses.

                                 - 46 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


  Our net concentrate sales to Coca-Cola Amatil were
approximately $546 million in 1998, $588 million in 1997 and
$450 million in 1996. We also participate in various marketing,
promotional and other activities with Coca-Cola Amatil.
  If valued at the December 31, 1998, quoted closing price of
publicly traded Coca-Cola Amatil shares, the calculated value
of our investment in Coca-Cola Amatil would have exceeded its
carrying value by approximately $364 million.
  In August 1998, we exchanged our Korean bottling operations
with Coca-Cola Amatil for an additional ownership interest in
Coca-Cola Amatil.

OTHER EQUITY INVESTMENTS - Operating results include our
proportionate share of income from our equity investments. A
summary of financial information for our equity investments in
the aggregate, other than Coca-Cola Enterprises and Coca-Cola
Amatil, is as follows (in millions):

December 31,                                1998           1997
- -----------------------------------------------------------------
Current assets                          $  4,453       $  2,946
Noncurrent assets                         16,825         11,371
- -----------------------------------------------------------------
  Total assets                          $ 21,278       $ 14,317
=================================================================
Current liabilities                     $  4,968       $  3,545
Noncurrent liabilities                     6,731          4,636
- -----------------------------------------------------------------
  Total liabilities                     $ 11,699       $  8,181
=================================================================
Share-owners' equity                    $  9,579       $  6,136
=================================================================
Company equity investment               $  4,452       $  3,049
=================================================================

Year Ended December 31,      1998           1997           1996
- -----------------------------------------------------------------
Net operating revenues   $ 15,244       $ 13,688       $ 11,640
Cost of goods sold          9,555          8,645          8,028
- -----------------------------------------------------------------
Gross profit             $  5,689       $  5,043       $  3,612
=================================================================
Operating income         $    668       $    869       $    835
=================================================================
Cash operating profit{1} $  1,563       $  1,794       $  1,268
=================================================================
Net income               $    152       $    405       $    366
=================================================================
Company equity 
  income (loss)          $    (34)      $     69       $    131
=================================================================
Equity investments include certain non-bottling investees.

{1} Cash operating profit is defined as operating income plus
depreciation expense, amortization expense and other noncash
operating expenses.

  Net sales to equity investees other than Coca-Cola Enterprises
and Coca-Cola Amatil were $2.1 billion in 1998, $1.5 billion in
1997 and $1.5 billion in 1996. Our direct support for certain
marketing activities with equity investees other than Coca-Cola
Enterprises, the majority of which are located outside the United
States, was approximately $640 million, $528 million and $354
million for 1998, 1997 and 1996, respectively.
  In June 1998, we sold our wholly owned Italian bottling
operations in northern and central Italy to Coca-Cola Beverages
plc (Coca-Cola Beverages). This transaction resulted in proceeds
valued at approximately $1 billion and an after-tax gain of
approximately $.03 per share (basic and diluted).
  In February 1997, we sold our 49 percent interest in Coca-Cola
& Schweppes Beverages Ltd. to Coca-Cola Enterprises. This
transaction resulted in proceeds for our Company of approximately
$1 billion and an after-tax gain of approximately $.08 per share
(basic and diluted). In August 1997, we sold our 48 percent
interest in Coca-Cola Beverages Ltd. of Canada and our 49 percent
ownership interest in The Coca-Cola Bottling Company of New York,
Inc., to Coca-Cola Enterprises in exchange for aggregate
consideration valued at approximately $456 million. This sale
resulted in an after-tax gain of approximately $.04 per share
(basic and diluted).
  If valued at the December 31, 1998, quoted closing prices of
shares actively traded on stock markets, the calculated value
of our equity investments in publicly traded bottlers other than
Coca-Cola Enterprises and Coca-Cola Amatil would have exceeded
our carrying value by approximately $559 million.

NOTE 3:  ISSUANCES OF STOCK BY EQUITY INVESTEES
  In December 1998, Coca-Cola Enterprises completed its
acquisition of certain independent bottling operations operating
in parts of Texas, New Mexico and Arizona (collectively known as
the Wolslager Group).  The transactions were funded primarily
with the issuance of shares of Coca-Cola Enterprises common
stock. The Coca-Cola Enterprises common stock issued in exchange
for these bottlers was valued at an amount greater than the book
value per share of our investment in Coca-Cola Enterprises. As a
result of this transaction, our equity in the underlying net
assets of Coca-Cola Enterprises increased, and we recorded a $116
million increase to our Company's investment basis in Coca-Cola
Enterprises. Due to Coca-Cola Enterprises' share repurchase
program, the increase in our investment in Coca-Cola Enterprises
was recorded as an equity transaction, and no gain was
recognized. We recorded a deferred tax liability of approximately
$46 million on this increase to our investment in Coca-Cola
Enterprises. At the completion of this transaction, our ownership
in Coca-Cola Enterprises was approximately 42 percent.
  In September 1998, Coca-Cola Erfrischungsgetraenke AG (CCEAG),
our anchor bottler in Germany, issued new shares valued at
approximately $275 million to effect a merger with Nordwest
Getraenke GmbH & Co. KG, another German bottler. Approximately 7.5
million shares were issued, resulting in a one-time noncash
pretax gain for our Company of approximately $27 million. We
provided deferred taxes of approximately $10 million on this
gain. This issuance reduced our ownership in CCEAG from
approximately 45 percent to approximately 40 percent.
  In June 1998, Coca-Cola Enterprises completed its acquisition
of CCBG Corporation and Texas Bottling Group, Inc., (collectively
known as Coke Southwest). The transaction was valued at
approximately $1.1 billion. Approximately 55 percent of the
transaction was funded with the issuance of approximately 17.7
million shares of Coca-Cola Enterprises common stock, and the
remaining portion was

                                 - 47 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


funded through debt and assumed debt. The Coca-Cola Enterprises
common stock issued in exchange for Coke Southwest was valued at
an amount greater than the book value per share of our investment
in Coca-Cola Enterprises. As a result of this transaction, our
equity in the underlying net assets of Coca-Cola Enterprises
increased, and we recorded a $257 million increase to our
Company's investment basis in Coca-Cola Enterprises. Due to
Coca-Cola Enterprises' share repurchase program, the increase in
our investment in Coca-Cola Enterprises was recorded as an equity
transaction, and no gain was recognized. We recorded a deferred
tax liability of approximately $101 million on this increase to
our investment in Coca-Cola Enterprises. At the completion of
this transaction, our ownership in Coca-Cola Enterprises was
approximately 42 percent.
  In the second quarter of 1997, our Company and San Miguel
Corporation sold our respective interests in Coca-Cola Bottlers
Philippines, Inc. to Coca-Cola Amatil in exchange for
approximately 293 million shares of Coca-Cola Amatil stock. In
connection with this transaction, Coca-Cola Amatil issued
approximately 210 million shares to San Miguel valued at
approximately $2.4 billion. The issuance to San Miguel resulted
in a one-time noncash pretax gain for our Company of
approximately $343 million. We provided deferred taxes of
approximately $141.5 million on this gain. This transaction
resulted in a dilution of our Company's 36 percent interest in
Coca-Cola Amatil to 33 percent.
  Also in the second quarter of 1997, our Company and the
Cisneros Group sold our respective interests in Coca-Cola y Hit
de Venezuela, S.A. to Panamerican Beverages, Inc. (Panamco) in
exchange for approximately 30.6 million shares of Panamco stock.
In connection with this transaction, Panamco issued approximately
13.6 million shares to the Cisneros Group valued at approximately
$402 million. The issuance to the Cisneros Group resulted in a
one-time noncash pretax gain for our Company of approximately $20
million. We provided deferred taxes of approximately $7.2 million
on this gain. At the completion of this transaction, our
ownership in Panamco was approximately 23 percent.
  In the third quarter of 1996, our previously wholly owned
subsidiary, Coca-Cola Erfrischungsgetraenke G.m.b.H. (CCEG),
issued approximately 24.4 million shares of common stock as part
of a merger with three independent German bottlers of our
products. The shares were valued at approximately $925 million,
based on the fair values of the assets of the three acquired
bottling companies. In connection with CCEG's issuance of shares,
a new corporation was established, Coca-Cola Erfrischungsgetraenke
AG, and our ownership was reduced to 45 percent of the resulting
corporation. As a result, we began accounting for our related
investment by the equity method of accounting prospectively from
the transaction date. This transaction resulted in a noncash
pretax gain of $283 million for our Company. We provided deferred
taxes of approximately $171 million related to this gain.
  Also in the third quarter of 1996, Coca-Cola Amatil issued
approximately 46 million shares in exchange for approximately
$522 million. This issuance reduced our Company's ownership
interest in Coca-Cola Amatil from approximately 39 percent to
approximately 36 percent. This transaction resulted in a noncash
pretax gain of $130 million for our Company. We provided deferred
taxes of approximately $47 million on this gain.
  In 1996, Coca-Cola FEMSA de Buenos Aires, S.A. (CCFBA) issued
approximately 19 million shares to Coca-Cola FEMSA, S.A. de C.V.
This issuance reduced our ownership in CCFBA from 49 percent to
approximately 32 percent. We recognized a noncash pretax gain of
approximately $18 million as a result of this transaction. In
subsequent transactions, we disposed of our remaining interest
in CCFBA.

NOTE 4:  ACCOUNTS PAYABLE AND ACCRUED EXPENSES
  Accounts payable and accrued expenses consist of the following
(in millions): 

December 31,                           1998             1997
- -----------------------------------------------------------------
Accrued marketing                   $   967          $   992
Container deposits                       14               30
Accrued compensation                    166              152
Sales, payroll and other taxes          183              173
Accounts payable and
   other accrued expenses             1,811            1,902
- -----------------------------------------------------------------
                                    $ 3,141          $ 3,249
=================================================================

NOTE 5:  SHORT-TERM BORROWINGS AND CREDIT ARRANGEMENTS
  Loans and notes payable consist primarily of commercial paper
issued in the United States. On December 31, 1998, we had $4.3
billion outstanding in commercial paper borrowings. In addition,
we had $1.6 billion in lines of credit and other short-term
credit facilities available, under which approximately $89
million was outstanding. Our weighted-average interest rates
for commercial paper were approximately 5.2 and 5.8 percent at
December 31, 1998 and 1997, respectively.
  These facilities are subject to normal banking terms and
conditions. Some of the financial arrangements require
compensating balances, none of which is presently significant to
our Company.

                                 - 48 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


NOTE 6: LONG-TERM DEBT
  Long-term debt consists of the following (in millions):

December 31,                                 1998         1997
- ---------------------------------------------------------------
53/4% German mark notes due 1998           $    -      $   141
77/8% U.S. dollar notes due 1998                -          250
6% U.S. dollar notes due 2000                 251          251
65/8% U.S. dollar notes due 2002              150          150
6% U.S. dollar notes due 2003                 150          150
73/8% U.S. dollar notes due 2093              116          116
Other, due 1999 to 2013                        23          140
- ---------------------------------------------------------------
                                              690        1,198
Less current portion                            3          397
- ---------------------------------------------------------------
                                           $  687      $   801
===============================================================

  After giving effect to interest rate management instruments
(see Note 9), the principal amount of our long-term debt that
had fixed and variable interest rates, respectively, was $190
million and $500 million on December 31, 1998, and $480 million
and $718 million on December 31, 1997. The weighted-average
interest rate on our Company's long-term debt was 6.2 percent
for the years ended December 31, 1998 and 1997. Total interest
paid was approximately $298 million, $264 million and $315
million in 1998, 1997 and 1996, respectively.
  Maturities of long-term debt for the five years succeeding
December 31, 1998, are as follows (in millions):

     1999        2000        2001        2002        2003
- -------------------------------------------------------------
    $   3       $ 254       $  17       $ 150       $ 150
=============================================================

  The above notes include various restrictions, none of which is
presently significant to our Company.

NOTE 7:  COMPREHENSIVE INCOME
Accumulated other comprehensive income consists of the following
(in millions):

December 31,                              1998        1997
- ------------------------------------------------------------
Foreign currency
  translation adjustment              $ (1,320)   $ (1,372)
Unrealized gain on 
  available-for-sale securities             11          58
Minimum pension liability                  (41)        (37)
- ------------------------------------------------------------
                                      $ (1,350)   $ (1,351)
============================================================
                                          
  A summary of the components of other comprehensive income for
the years ended December 31, 1998, 1997 and 1996 is as follows
(in millions):
	
                                  Before-Tax   Income   After-Tax
December 31,                          Amount      Tax      Amount
- -------------------------------------------------------------------
1998
Net change in unrealized gain
  (loss) on available-for-sale
  securities                       $    (70)    $  23      $  (47)
Net foreign currency 
  translation                            52         -          52
Minimum pension liability                (5)        1          (4)
- -------------------------------------------------------------------
Other comprehensive income         $    (23)    $  24      $    1
===================================================================

                                  Before-Tax   Income   After-Tax
December 31,                          Amount      Tax      Amount
- -------------------------------------------------------------------
1997
Net change in unrealized gain 
  (loss) on available-for-sale
  securities                       $   (163)    $  65      $  (98)
Net foreign currency 
  translation                          (710)        -        (710)
Minimum pension liability               (10)        4          (6)
- -------------------------------------------------------------------
Other comprehensive income         $   (883)    $  69      $ (814)
===================================================================

                                  Before-Tax   Income   After-Tax
December 31,                          Amount      Tax      Amount
- -------------------------------------------------------------------
1996
Net change in unrealized gain
  (loss) on available-for-sale
  securities                       $    107     $ (33)     $   74
Net foreign currency 
  translation                          (238)        -        (238)
Minimum pension liability               (13)        5          (8)
- -------------------------------------------------------------------
Other comprehensive income         $   (144)    $ (28)     $ (172)
===================================================================

NOTE 8:  FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts
reflected in our consolidated balance sheets for cash, cash
equivalents, marketable equity securities, marketable cost method
investments, receivables, loans and notes payable and long-term
debt approximate their respective fair values. Fair values are
based primarily on quoted prices for those or similar
instruments. A comparison of the carrying value and fair value of
our hedging instruments is included in Note 9.

CERTAIN DEBT AND MARKETABLE EQUITY SECURITIES - Investments in
debt and marketable equity securities, other than investments
accounted for by the equity method, are categorized as either
trading, available for sale or held to maturity. On December 31,
1998 and 1997, we had no trading securities. Securities
categorized as available for sale

                                 - 49 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


are stated at fair value, with unrealized gains and losses, net
of deferred income taxes, reported as a component of accumulated
other comprehensive income. Debt securities categorized as held
to maturity are stated at amortized cost.
  On December 31, 1998 and 1997, available-for-sale and held-to-
maturity securities consisted of the following (in millions):

                                        Gross        Gross      Estimated
                                   Unrealized   Unrealized           Fair
December 31,                Cost        Gains       Losses          Value
- --------------------------------------------------------------------------
1998
Available-for-sale
  securities
    Equity securities    $   304       $   67       $  (48)       $   323
    Collateralized
      mortgage
      obligations             89            -           (1)            88
    Other debt
      securities              11            -            -             11
- --------------------------------------------------------------------------
                         $   404       $   67       $  (49)       $   422
==========================================================================

Held-to-maturity
  securities
    Bank and
      corporate debt     $ 1,339       $    -       $    -        $ 1,339
    Other debt
      securities              92            -            -             92
- --------------------------------------------------------------------------
                         $ 1,431       $    -       $    -        $ 1,431
==========================================================================


                                        Gross        Gross      Estimated
                                   Unrealized   Unrealized           Fair
December 31,                Cost        Gains       Losses          Value
- --------------------------------------------------------------------------
1997
Available-for-sale
  securities
    Equity securities    $   293       $   93       $   (3)       $   383
    Collateralized
      mortgage
      obligations            132            -           (2)           130
    Other debt
      securities              23            -            -             23
- --------------------------------------------------------------------------
                         $   448       $   93       $   (5)       $   536
==========================================================================

Held-to-maturity
  securities
    Bank and
      corporate debt     $ 1,569       $    -       $    -        $ 1,569
    Other debt
      securities              22            -            -             22
- --------------------------------------------------------------------------
                         $ 1,591       $    -       $    -        $ 1,591
==========================================================================

  On December 31, 1998 and 1997, these investments were included
in the following captions in our consolidated balance sheets
(in millions):

                                 Available-for-Sale      Held-to-Maturity
December 31,                             Securities            Securities
- --------------------------------------------------------------------------
1998
Cash and cash equivalents                     $   -               $ 1,227
Current marketable securities                    79                    80
Cost method investments,
  principally bottling companies                251                     -
Marketable securities and
  other assets                                   92                   124
- --------------------------------------------------------------------------
                                              $ 422               $ 1,431
==========================================================================

1997
Cash and cash equivalents                     $   -               $ 1,346
Current marketable securities                    64                    42
Cost method investments,
  principally bottling companies                336                     -
Marketable securities and
  other assets                                  136                   203
- --------------------------------------------------------------------------
                                              $ 536               $ 1,591
==========================================================================

  The contractual maturities of these investments as of
December 31, 1998, were as follows (in millions):

                        Available-for-Sale            Held-to-Maturity
                            Securities                   Securities
                        ------------------         --------------------
                                     Fair          Amortized       Fair
                          Cost      Value               Cost      Value
- -----------------------------------------------------------------------
1999                     $   7      $   7            $ 1,307    $ 1,307
2000-2003                    4          4                124        124
Collateralized
  mortgage
  obligations               89         88                  -          -
Equity securities          304        323                  -          -
- -----------------------------------------------------------------------
                         $ 404      $ 422            $ 1,431    $ 1,431
=======================================================================

  For the years ended December 31, 1998 and 1997, gross realized
gains and losses on sales of available-for-sale securities were
not material. The cost of securities sold is based on the
specific identification method.

NOTE 9:  HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS  
  Our Company uses derivative financial instruments primarily to
reduce our exposure to adverse fluctuations in interest rates and
foreign exchange rates and, to a lesser extent, to reduce our
exposure to adverse fluctuations in commodity prices and other
market risks. When entered into, these financial instruments are
designated as hedges of underlying exposures. Because of the high
correlation between the hedging instrument and the underlying
exposure being hedged, fluctuations in the value of the
instruments are generally offset by changes in the value of the
underlying exposures. Virtually all our derivatives are

                                 - 50 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


"over-the-counter" instruments. Our Company does not enter into
derivative financial instruments for trading purposes.
  The estimated fair values of derivatives used to hedge or
modify our risks fluctuate over time. These fair value amounts
should not be viewed in isolation but rather in relation to the
fair values of the underlying hedging transactions and
investments and to the overall reduction in our exposure to
adverse fluctuations in interest rates, foreign exchange rates,
commodity prices and other market risks.
  The notional amounts of the derivative financial instruments
do not necessarily represent amounts exchanged by the parties
and, therefore, are not a direct measure of our exposure
through our use of derivatives. The amounts exchanged are
calculated by reference to the notional amounts and by other
terms of the derivatives, such as interest rates, exchange rates
or other financial indices.
  We have established strict counterparty credit guidelines and
enter into transactions only with financial institutions of
investment grade or better. We monitor counterparty exposures
daily and any downgrade in credit rating receives immediate
review. If a downgrade in the credit rating of a counterparty
were to occur, we have provisions requiring collateral in the
form of U.S. government securities for substantially all our
transactions. To mitigate presettlement risk, minimum credit
standards become more stringent as the duration of the derivative
financial instrument increases. To minimize the concentration of
credit risk, we enter into derivative transactions with a
portfolio of financial institutions. As a result, we consider the
risk of counterparty default to be minimal.

INTEREST RATE MANAGEMENT - Our Company maintains a percentage of
fixed and variable rate debt within defined parameters. We enter
into interest rate swap agreements that maintain the fixed/
variable mix within these parameters. These contracts had
maturities ranging from one to five years on December 31, 1998.
Variable rates are predominantly linked to the London Interbank
Offered Rate. Any differences paid or received on interest rate
swap agreements are recognized as adjustments to interest expense
over the life of each swap, thereby adjusting the effective
interest rate on the underlying obligation.

FOREIGN CURRENCY MANAGEMENT - The purpose of our foreign currency
hedging activities is to reduce the risk that our eventual dollar
net cash inflows resulting from sales outside the United States
will be adversely affected by changes in exchange rates.
  We enter into forward exchange contracts and purchase currency
options (principally European currencies and Japanese yen) to
hedge firm sale commitments denominated in foreign currencies.
We also purchase currency options (principally European
currencies and Japanese yen) to hedge certain anticipated sales.
Premiums paid and realized gains and losses, including those on
any terminated contracts, are included in prepaid expenses and
other assets. These are recognized in income along with
unrealized gains and losses in the same period the hedging
transactions are realized. Approximately $43 million of realized
losses and $52 million of realized gains on settled contracts
entered into as hedges of firmly committed transactions that have
not yet occurred were deferred on December 31, 1998 and 1997,
respectively. Deferred gains/losses from hedging anticipated
transactions were not material on December 31, 1998 or 1997. In
the unlikely event that the underlying transaction terminates or
becomes improbable, the deferred gains or losses on the
associated derivative will be recorded in our income statement.
  Gains and losses on derivative financial instruments that are
designated and effective as hedges of net investments in
international operations are included in share-owners' equity as
a foreign currency translation adjustment, a component of
accumulated other comprehensive income.
  The following table presents the aggregate notional principal
amounts, carrying values, fair values and maturities of our
derivative financial instruments outstanding on December 31,
1998 and 1997 (in millions):

                          Notional
                         Principal     Carrying       Fair
December 31,               Amounts       Values     Values       Maturity
- --------------------------------------------------------------------------
1998
Interest rate
  management

  Swap agreements
    Assets                 $   325        $   2     $   19      1999-2003
    Liabilities                200           (2)       (13)     2000-2003

Foreign currency
  management

  Forward contracts
    Assets                     809            6        (54)     1999-2000
    Liabilities              1,325           (6)       (73)     1999-2000
  Swap agreements
    Assets                     344            4          6      1999-2000
    Liabilities                704            -        (51)     1999-2002
  Purchased options
    Assets                     232            5          3           1999

  Other
    Liabilities                243          (25)       (26)     1999-2000
- --------------------------------------------------------------------------
                           $ 4,182        $ (16)    $ (189)
==========================================================================

                                 - 51 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


                          Notional
                         Principal     Carrying       Fair
December 31,               Amounts       Values     Values       Maturity
- --------------------------------------------------------------------------
1997
Interest rate
  management

  Swap agreements
    Assets                 $   597        $   4     $   15      1998-2003
    Liabilities                175           (1)       (12)     2000-2003

Foreign currency
  management

  Forward contracts
    Assets                   1,286           27         93      1998-1999
    Liabilities                465           (6)        18      1998-1999
  Swap agreements
    Assets                     178            1          3           1998
    Liabilities              1,026           (4)       (28)     1998-2002
  Purchased options
    Assets                   1,051           34        109           1998

Other
  Assets                       470            2         53           1998
  Liabilities                   68           (2)         -           1998
- --------------------------------------------------------------------------
                           $ 5,316        $  55     $  251
==========================================================================

  Maturities of derivative financial instruments held on
December 31, 1998, are as follows (in millions):

		1999		2000		2001		2002-2003
- --------------------------------------------------------------------------
             $ 3,125           $ 641           $ 204                $ 212
==========================================================================

NOTE 10:  COMMITMENTS AND CONTINGENCIES
  On December 31, 1998, we were contingently liable for
guarantees of indebtedness owed by third parties in the amount
of $391 million, of which $7 million related to independent
bottling licensees. We do not consider it probable that we will
be required to satisfy these guarantees.
  We believe our exposure to concentrations of credit risk is
limited, due to the diverse geographic areas covered by our
operations.
  We have committed to make future marketing expenditures of
$722 million payable over the next 13 years. Additionally, under
certain circumstances, we have committed to make future
investments in bottling companies. However, we do not consider
any of these commitments to be individually significant.
  In December 1998, our Company signed an agreement with Cadbury
Schweppes plc to purchase beverage brands in countries around the
world, (except in the United States, France and South Africa) and
its concentrate plants in Ireland and Spain for approximately
$1.85 billion. These brands include Schweppes and Canada Dry
mixers, such as tonic water, club soda and ginger ale; Crush;
Dr Pepper; and certain regional brands. These transactions are
subject to certain conditions including approvals from regulatory
authorities in various countries.
  In December 1997, our Company announced its intent to acquire
from beverage company Pernod Ricard, its Orangina brands, three
bottling operations and one concentrate plant in France for
approximately 5 billion French francs (approximately $890 million
based on December 1998 exchange rates). This transaction remains
subject to approvals from regulatory authorities of the French
government.

NOTE 11:  NET CHANGE IN OPERATING ASSETS AND LIABILITIES
  The changes in operating assets and liabilities, net of effects
of acquisitions and divestitures of businesses and unrealized
exchange gains/losses, are as follows (in millions):

                                   1998        1997        1996
- ------------------------------------------------------------------
Increase in trade accounts
  receivable                     $ (237)     $ (164)     $ (230)
Increase in inventories             (12)        (43)        (33)
Increase in prepaid expenses
  and other assets                 (318)       (145)       (219)
Increase (decrease) in 
  accounts payable and
  accrued expenses                  (70)        299         361
Increase (decrease) in
  accrued taxes                     120         393        (208)
Increase (decrease) in 
  other liabilities                 (33)       (387)        211
- ------------------------------------------------------------------
                                 $ (550)     $  (47)     $ (118)
==================================================================

                                 - 52 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


NOTE 12:  RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS
  Our Company currently sponsors restricted stock award plans and
stock option plans. Our Company applies Accounting Principles
Board Opinion No. 25 and related Interpretations in accounting
for our plans. Accordingly, no compensation cost has been
recognized for our stock option plans. The compensation cost
charged against income for our restricted stock award plans was
$14 million in 1998, $56 million in 1997 and $63 million in 1996.
For our Incentive Unit Agreements and Performance Unit
Agreements, which were both paid off in 1997, the charge against
income was $31 million in 1997 and $90 million in 1996. Had
compensation cost for the stock option plans been determined
based on the fair value at the grant dates for awards under the
plans,  our Company's net income and net income per share (basic
and diluted) would have been as presented in the following table.
  The pro forma amounts are indicated below (in millions, except
per share amounts):

Year Ended December 31,           1998        1997        1996
- ---------------------------------------------------------------
Net income
  As reported                  $ 3,533     $ 4,129     $ 3,492
  Pro forma                    $ 3,405     $ 4,026     $ 3,412
Basic net income per share				
  As reported                  $  1.43     $  1.67     $  1.40
  Pro forma                    $  1.38     $  1.63     $  1.37
Diluted net income per share
  As reported                  $  1.42     $  1.64     $  1.38
  Pro forma                    $  1.36     $  1.60     $  1.35
===============================================================

  Under the amended 1989 Restricted Stock Award Plan and the
amended 1983 Restricted Stock Award Plan (the Restricted Stock
Award Plans), 40 million and 24 million shares of restricted
common stock, respectively, may be granted to certain officers
and key employees of our Company.
  On December 31, 1998, 33 million shares were available for
grant under the Restricted Stock Award Plans. In 1998 there were
three grants totaling 707,300 shares of restricted stock, granted
at an average price of $67.03. In 1997 and 1996, 162,000 and
210,000 shares of restricted stock were granted at $59.75 and
$48.88, respectively. Participants are entitled to vote and
receive dividends on the shares, and under the 1983 Restricted
Stock Award Plan, participants are reimbursed by our Company for
income taxes imposed on the award, but not for taxes generated by
the reimbursement payment. The shares are subject to certain
transfer restrictions and may be forfeited if a participant
leaves our Company for reasons other than retirement, disability
or death, absent a change in control of our Company.
  Under our 1991 Stock Option Plan (the Option Plan), a maximum
of 120 million shares of our common stock was approved to be
issued or transferred to certain officers and employees pursuant
to stock options and stock appreciation rights granted under the
Option Plan. The stock appreciation rights permit the holder,
upon surrendering all or part of the related stock option, to
receive cash, common stock or a combination thereof, in an amount
up to 100 percent of the difference between the market price and
the option price. Options to purchase common stock under the
Option Plan have been granted to Company employees at fair market
value at the date of grant. Generally, stock options become
exercisable over a three-year vesting period and expire 10 years
from the date of grant.
  The fair value of each option grant is estimated on the date
of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions used for grants in 1998,
1997 and 1996, respectively: dividend yields of 0.9, 1.0 and 1.0
percent; expected volatility of 24.1, 20.1 and 18.3 percent; risk-
free interest rates of 4.0, 6.0 and 6.2 percent; and expected
lives of four years for all years. The weighted-average fair
value of options granted was $15.41, $13.92 and $11.43 for the
years ended December 31, 1998, 1997 and 1996, respectively.

                                 - 53 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


  A summary of stock option activity under all plans is as
follows (shares in millions):



                              1998                           1997                            1996
                  ---------------------------     ---------------------------    ----------------------------
                             Weighted-Average                Weighted-Average                Weighted-Average
                  Shares       Exercise Price     Shares       Exercise Price     Shares       Exercise Price
- -------------------------------------------------------------------------------------------------------------
                                                                                   
Outstanding on
  January 1,          80             $ 33.22          78             $ 26.50          74             $ 20.74
Granted               17               65.91          13               59.79          14               48.86
Exercised            (16)              18.93         (10)              14.46          (9)              13.72
Forfeited/Expired     (1)              55.48          (1)              44.85          (1)              31.62
- -------------------------------------------------------------------------------------------------------------
Outstanding on
  December 31,        80             $ 42.77          80             $ 33.22          78             $ 26.50
=============================================================================================================
Exercisable on
  December 31,        52             $ 32.41          55             $ 24.62          51             $ 18.69
=============================================================================================================
Shares available
  on December 31,
  for options that
  may be granted      18                              34                              46
=============================================================================================================


  The following table summarizes information about stock options
at December 31, 1998 (shares in millions):



                                          Outstanding Stock Options               Exercisable Stock Options
                              ----------------------------------------------      --------------------------
                                        Weighted-Average
                                               Remaining    Weighted-Average                Weighted-Average
Range of Exercise Prices      Shares    Contractual Life      Exercise Price      Shares      Exercise Price
- ------------------------------------------------------------------------------------------------------------
                                                                                      
$  4.00  to  $ 10.00               4       1.3 years                 $  9.71           4             $  9.71
$ 10.01  to  $ 20.00               4       2.5 years                 $ 14.65           4             $ 14.65
$ 20.01  to  $ 30.00              18       5.0 years                 $ 23.27          18             $ 23.27
$ 30.01  to  $ 40.00              13       6.8 years                 $ 35.63          13             $ 35.63
$ 40.01  to  $ 50.00              12       7.8 years                 $ 48.86           9             $ 48.86
$ 50.01  to  $ 60.00              12       8.8 years                 $ 59.75           4             $ 59.74
$ 60.01  to  $ 86.75              17       9.8 years                 $ 65.91           -             $     -
============================================================================================================
$  4.00  to  $ 86.75              80       7.0 years                 $ 42.77          52             $ 32.41
============================================================================================================


  In 1988, our Company entered into Incentive Unit Agreements
whereby, subject to certain conditions, certain officers were
given the right to receive cash awards based on the market value
of 2.4 million shares of our common stock at the measurement
dates. Under the Incentive Unit Agreements, an employee is
reimbursed by our Company for income taxes imposed when the value
of the units is paid, but not for taxes generated by the
reimbursement payment. At December 31, 1996, approximately 1.6
million units were outstanding. In 1997, all outstanding units
were paid at a price of $58.50 per unit.
  In 1985, we entered into Performance Unit Agreements whereby
certain officers were given the right to receive cash awards
based on the difference in the market value of approximately
4.4 million shares of our common stock at the measurement dates
and the base price of $2.58, the market value as of January 2,
1985. At December 31, 1996, approximately 2.9 million units
were outstanding. In 1997, all outstanding units were paid based
on a market price of $58.50 per unit.

NOTE 13:  PENSION AND OTHER POSTRETIREMENT BENEFITS
  Our Company sponsors and/or contributes to pension and
postretirement health care and life insurance benefits plans
covering substantially all U.S. employees and certain employees
in international locations. We also sponsor nonqualified,
unfunded defined benefit plans for certain officers and other
employees. In addition, our Company and its subsidiaries have
various pension plans and other forms of postretirement
arrangements outside the United States.
  Total pension expense for all benefit plans, including defined
benefit plans and postretirement health care and life insurance
benefit plans, amounted to approximately $119 million in 1998,
$109 million in 1997 and $114 million in 1996. Net periodic cost
for our pension and other benefit plans consists of the following
(in millions): 

                                           Pension Benefits
                                  ----------------------------------
Year Ended December 31,             1998         1997         1996
- --------------------------------------------------------------------
Service cost                      $   56        $  49        $  48
Interest cost                        105           93           91
Expected return on plan assets      (105)         (95)         (84)
Amortization of prior
  service cost                         3            7            6
Recognized net actuarial cost          9           14           12
- --------------------------------------------------------------------
Net periodic pension cost         $   68        $  68        $  73
====================================================================


                                         Other Benefits
                                    --------------------------------
Year Ended December 31,             1998         1997         1996
- --------------------------------------------------------------------
Service cost                      $   14        $  11        $  12
Interest cost                         25           23           20
Expected return on plan assets        (1)          (1)          (1)
Recognized net actuarial cost          -           (1)          (2)
- --------------------------------------------------------------------
Net periodic cost                 $   38        $  32        $  29
====================================================================

                                 - 54 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


  In addition, we contribute to a Voluntary Employees'
Beneficiary Association trust, which will be used to partially
fund health care benefits for future retirees. In general,
retiree health benefits are paid as covered expenses are
incurred.
  The following table sets forth the change in benefit obligation
for our benefit plans (in millions):

                                 Pension                  Other
                                Benefits                 Benefits
                           -------------------      ------------------
December 31,                 1998       1997          1998      1997
- ----------------------------------------------------------------------
Benefit obligation
  at beginning of
  year                    $ 1,488    $ 1,375         $ 327     $ 279
Service cost                   56         49            14        11
Interest cost                 105         93            25        23
Foreign currency 
  exchange rate changes        25        (48)            -         -
Divestitures                    -        (14)            -         -
Amendments                      8          2             -         -
Actuarial (gain) loss         124        104            31        28
Benefits paid                 (86)       (73)          (16)      (14)
Other                          (3)         -             -         -
- ----------------------------------------------------------------------
Benefit obligation
  at end of year          $ 1,717    $ 1,488         $ 381     $ 327
======================================================================
        
  The following table sets forth the change in plan assets for
our benefit plans (in millions):

                                 Pension                  Other
                                Benefits                 Benefits
                           -------------------      ------------------
December 31,                 1998       1997          1998      1997
- ----------------------------------------------------------------------
Fair value of{1}
  plan assets
  at beginning of
  year                    $ 1,408    $ 1,282         $  40     $  41
Actual return on
  plan assets                 129        210             2         2
Employer contribution          25         28            10        10
Foreign currency 
  exchange rate
  changes                      18        (38)            -         -
Divestitures                    -        (12)            -         -
Benefits paid                 (68)       (62)          (16)      (13)
Other                           4          -             -         -
- ----------------------------------------------------------------------
Fair value of plan assets 
  at end of year          $ 1,516    $ 1,408         $  36     $  40
======================================================================
{1} Pension benefit plan assets primarily consist of listed
stocks, bonds and government securities. Other benefit plan
assets consist of corporate bonds, government securities and
short-term investments.

  The projected benefit obligation, accumulated benefit
obligation and fair value of plan assets for the pension plans
with accumulated benefit obligations in excess of plan assets
were $536 million, $418 million and $149 million, respectively,
as of December 31, 1998, and $472 million, $370 million and $128
million, respectively, as of December 31, 1997.

  The accrued pension and other benefit costs recognized in our
accompanying consolidated balance sheets is computed as follows
(in millions):

                                 Pension                  Other
                                Benefits                 Benefits
                           -------------------      ------------------
December 31,                 1998       1997          1998      1997
- ----------------------------------------------------------------------
Funded status             $  (201)   $   (80)       $ (345)   $ (287)
Unrecognized net
  (asset) liability
  at transition                 -         (2)            -         -
Unrecognized prior
  service cost                 43         41             4         5
Unrecognized net
  (gain) loss                 (10)       (98)           10       (27)
- ----------------------------------------------------------------------
Accrued pension
  asset (liability)
  included in
  consolidated
  balance sheets          $  (168)   $  (139)       $ (331)   $ (309)
======================================================================
Prepaid benefit cost      $    54    $    52        $    -    $    -
Accrued benefit
  liability                  (303)      (267)         (331)     (309)
Accumulated other
   comprehensive
   income                      64         59             -         -
Intangible asset               17         17             -         -
- ----------------------------------------------------------------------
Net asset (liability)
  recognized              $  (168)   $  (139)       $ (331)   $ (309)
======================================================================

  The assumptions used in computing the preceding information
are as follows:

                                Pension Benefits
                          ----------------------------
December 31,                1998      1997      1996
- ------------------------------------------------------
Discount rates             6-1/2%        7%    7-1/4%
Rates of increase in 
  compensation levels      4-1/2%    4-3/4%    4-3/4%
Expected long-term 
  rates of return on
  assets                   8-3/4%        9%    8-1/2%


                                Other Benefits
                          ----------------------------
December 31,                1998      1997      1996
- ------------------------------------------------------
Discount rates             6-3/4%    7-1/4%    7-3/4%
Rates of increase in 
  compensation levels      4-1/2%    4-3/4%        5%
Expected long-term 
  rates of return on
  assets                       3%        3%        3%

  The rate of increase in per capita costs of covered health
care benefits is assumed to be 7 percent in 1999, decreasing
gradually to 43/4 percent by the year 2003.

                                 - 55 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


  A one percentage point change in the assumed health care cost
trend rate would have the following effects (in millions):

                              One Percentage       One Percentage
                              Point Increase       Point Decrease
                              -----------------------------------
Effect on accumulated 
  postretirement benefit
  obligation as of
  December 31, 1998                    $  45                $ (36)

Effect on net periodic 
  postretirement benefit
  cost in 1998                         $   6                $  (5)
	

NOTE 14:  INCOME TAXES
  Income before income taxes consists of the following 
(in millions):

Year Ended December 31,           1998       1997       1996
- --------------------------------------------------------------
United States                  $ 1,979    $ 1,515    $ 1,168
International                    3,219      4,540      3,428
- --------------------------------------------------------------
                               $ 5,198    $ 6,055    $ 4,596
==============================================================

Income tax expense (benefit) consists of the following
(in millions):

Year Ended      United     State &
December 31,    States       Local     International       Total
- ------------------------------------------------------------------
1998
  Current      $   683      $   91           $   929     $ 1,703
  Deferred         (73)         28                 7         (38)
1997
  Current      $   240      $   45           $ 1,261     $ 1,546
  Deferred         180          21               179         380
1996
  Current      $   256      $   79           $   914     $ 1,249
  Deferred        (264)        (29)              148        (145)
==================================================================
  We made income tax payments of approximately $1,559 million,
$982 million and $1,242 million in 1998, 1997 and 1996,
respectively.
  A reconciliation of the statutory U.S. federal rate and
effective rates is as follows:

Year Ended December 31,           1998       1997       1996
- ---------------------------------------------------------------
Statutory U.S. federal rate       35.0%      35.0%      35.0%
State income taxes-net of
  federal benefit                  1.0        1.0        1.0
Earnings in jurisdictions
  taxed at rates different
  from the statutory U.S.
  federal rate                    (4.3)      (2.6)      (3.3)
Equity income                        -        (.6)      (1.7)
Tax settlement                       -          -       (7.0)
Other-net                           .3       (1.0)         -
- ---------------------------------------------------------------
                                  32.0%      31.8%      24.0%
===============================================================

  Our effective tax rate reflects the tax benefit derived from
having significant operations outside the United States that are
taxed at rates lower than the U.S. statutory rate of 35 percent,
partially offset by the tax impact of certain gains recognized
from previously discussed bottling transactions. These
transactions are generally taxed at rates higher than our
Company's effective tax rate on operations.
  In 1996, we reached an agreement in principle with the U.S.
Internal Revenue Service settling certain U.S.-related income
tax matters, including issues in litigation related to our
operations in Puerto Rico. This agreement resulted in a one-time
reduction of $320 million to our 1996 income tax expense as a
result of reversing previously accrued contingent income tax
liabilities. Our 1996 effective tax rate would have been 31
percent, excluding the favorable impact of the settlement.
  Appropriate U.S. and international taxes have been provided for
earnings of subsidiary companies that are expected to be remitted
to the parent company. Exclusive of amounts that would result in
little or no tax if remitted, the cumulative amount of unremitted
earnings from our international subsidiaries that is expected to
be indefinitely reinvested was approximately $3.6 billion on
December 31, 1998. The taxes that would be paid upon remittance
of these indefinitely reinvested earnings are approximately $1.3
billion, based on current tax laws.
  The tax effects of temporary differences and carryforwards that
give rise to deferred tax assets and liabilities consist of the
following (in millions):

December 31,                        1998           1997
- ----------------------------------------------------------
Deferred tax assets:
  Benefit plans                   $  309         $  268
  Liabilities and reserves           166            172
  Net operating loss
    carryforwards                     49             72
  Other                              176             89
- ----------------------------------------------------------
  Gross deferred tax assets          700            601
  Valuation allowance                (18)           (21)
- ----------------------------------------------------------
                                  $  682         $  580
- ----------------------------------------------------------
Deferred tax liabilities:
  Property, plant and
    equipment                     $  244         $  203
  Equity investments                 219            107
  Intangible assets                  139            164
  Other                              320            288
- ----------------------------------------------------------
                                  $  922         $  762
==========================================================
Net deferred tax asset
  (liability){1}                  $ (240)        $ (182)
==========================================================
{1} Deferred tax assets of $184 million and $244 million have
been included in the consolidated balance sheet caption
"Marketable securities and other assets" at December 31, 1998
and 1997, respectively.

                                 - 56 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES

  On December 31, 1998 and 1997, we had approximately $171
million and $139 million, respectively, of gross deferred tax
assets located in countries outside the U.S.
  On December 31, 1998, we had $196 million of operating loss
carryforwards available to reduce future taxable income of
certain international subsidiaries. Loss carryforwards of $119
million must be utilized within the next five years; $77 million
can be utilized over an indefinite period. A valuation allowance
has been provided for a portion of the deferred tax assets
related to these loss carryforwards.

NOTE 15:  NONRECURRING ITEMS
  In the second quarter of 1998, we recorded a nonrecurring
charge in selling, administrative and general expenses primarily
related to the impairment of certain assets in North America of
$25 million and Corporate of $48 million.
  In the second quarter of 1997, we recorded a nonrecurring
charge of $60 million in selling, administrative and general
expenses related to enhancing manufacturing efficiencies in
North America.
  In 1996, we recorded provisions of approximately $276 million
in selling, administrative and general expenses related to our
plans for strengthening our worldwide system. Of this $276
million, approximately $130 million related to streamlining our
operations, primarily in Greater Europe and Latin America.
  The remainder, approximately $146 million, related to
impairment charges to certain production facilities and reserves
for losses on the disposal of other production facilities taken
by The Minute Maid Company.
  In connection with the launching of Project Infinity, we
recorded an $80 million impairment charge in administrative
and general expenses to recognize Project Infinity's impact on
existing information systems.
  Based on management's commitment to certain strategic actions
during the third quarter of 1996, these impairment charges were
recorded to reduce the carrying value of identified assets to
fair value. Fair values were derived using a variety of
methodologies, including cash flow analysis, estimates of sales
proceeds and independent appraisals.
  Also in 1996, we recorded a $28.5 million charge in
administrative and general expenses as a result of our decision
to make a contribution to The Coca-Cola Foundation, a not-for-
profit charitable organization.

NOTE 16:  OPERATING SEGMENTS
  Our Company's operating structure includes operating segments:
the North America Group (including The Minute Maid Company); the
Africa Group; the Greater Europe Group; the Latin America Group;
the Middle & Far East Group;  and Corporate. The North America
Group includes the United States and Canada.

SEGMENT PRODUCTS AND SERVICES - The business of our Company is
nonalcoholic beverages, principally soft drinks, but also a
variety of noncarbonated beverages. Our operating segments derive
substantially all their revenues from the manufacture and sale of
beverage concentrates and syrups with the exception of Corporate,
which derives its revenues primarily from the licensing of our
brands in connection with merchandise.

METHOD OF DETERMINING SEGMENT PROFIT OR LOSS - Management
evaluates the performance of its operating segments separately
to individually monitor the different factors affecting financial
performance. Segment profit or loss includes substantially all of
the segment's costs of production, distribution and
administration. Our Company manages income taxes on a global
basis. Thus, we evaluate segment performance based on profit or
loss before income taxes, exclusive of any significant gains or
losses on the disposition of investments or other assets. Our
Company typically manages and evaluates equity investments and
related income on a segment level. However, we manage certain
significant investments, such as our equity interests in
Coca-Cola Enterprises, at the corporate level. We manage
financial costs, such as exchange gains and losses and interest
income and expense, on a global basis at the Corporate segment.

                                 - 57 -



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE COCA-COLA COMPANY AND SUBSIDIARIES


  Information about our Company's operations by operating segment
is as follows (in millions):


                                    North             Greater      Latin    Middle &
                                  America    Africa    Europe    America    Far East    Corporate    Consolidated
- -----------------------------------------------------------------------------------------------------------------
                                                                                     
1998
Net operating revenues             $6,915      $603    $4,834    $2,244     $4,040{1}     $  177          $18,813
Operating income                    1,460{4}    216     1,473       999      1,299          (480){4}        4,967
Interest income                                                                              219              219
Interest expense                                                                             277              277
Equity income                          (1)        3       (40)       68        (70)           72               32
Identifiable operating assets       4,543       381     1,857     1,779      2,105         1,794{2}        12,459
Investments{3}                        141        73     2,010     1,629      2,218           615            6,686
Capital expenditures                  293        19       216        72        107           156              863
Depreciation and amortization         238        24        92        93        118            80              645
Income before income taxes          1,468       209     1,391     1,075      1,232          (177)           5,198
=================================================================================================================
1997
Net operating revenues             $6,443      $582    $5,395    $2,124     $4,110        $  214          $18,868
Operating income                    1,311{5}    165     1,479       957      1,377          (288)           5,001
Interest income                                                                              211              211
Interest expense                                                                             258              258
Equity income                          (6)        2       (16)       96         22            57              155
Identifiable operating assets       4,406       418     2,410     1,593      1,625         1,535{2}        11,987
Investments{3}                        138        48     1,041     1,461      2,006           200            4,894
Capital expenditures                  261        17       327        78        196           214            1,093
Depreciation and amortization         195        22       123        99        106            81              626
Income before income taxes          1,308       158     1,461     1,060      1,380           688            6,055
=================================================================================================================
1996
Net operating revenues             $6,050      $482    $5,959    $2,040     $3,964        $  178          $18,673
Operating income{6}                   949       118     1,277       815      1,239          (483)           3,915
Interest income                                                                              238              238
Interest expense                                                                             286              286
Equity income                         (16)        1        59        37         73            57              211
Identifiable operating assets       3,796       326     2,896     1,405      1,464         2,056{2}        11,943
Investments{3}                        145        20       802     1,234      1,400           568            4,169
Capital expenditures                  261        32       379        79        121           118              990
Depreciation and amortization         188        12       190        83         84            76              633
Income before income taxes            919       109     1,326       847      1,290           105            4,596
=================================================================================================================
Intercompany transfers between operating segments are not material.
Certain prior year amounts have been reclassified to conform to the current year presentation.
{1} Japan revenues represent approximately 76 percent of total Middle & Far East operating segment revenues.
{2} Corporate identifiable operating assets are composed principally of marketable securities, finance
subsidiary receivables and fixed assets.
{3} Principally equity investments in bottling companies.
{4} Operating income was reduced by $25 million for North America and $48 million for Corporate for
provisions related to the impairment of certain assets.
{5} Operating income for North America was reduced by $60 million for provisions related to enhancing
manufacturing efficiencies.
{6} Operating income for North America, Africa, Greater Europe, Latin America and the Middle & Far
East was reduced by $153 million, $7 million, $66 million, $32 million and $18 million, respectively,
for provisions related to management's strategic plans to strengthen our worldwide system. Corporate
operating income was reduced by $80 million for Project Infinity's impairment impact to existing systems
and by $28.5 million for our decision to contribute to The Coca-Cola Foundation.




Compound Growth Rates               North             Greater      Latin    Middle &
Ending 1998                       America    Africa    Europe    America    Far East                 Consolidated
- -----------------------------------------------------------------------------------------------------------------
                                                                                        
Net operating revenues
   5 years                          7%         19%      2%        6%         8%                            6%
  10 years                          7%         15%     10%       15%         8%                            9%
=================================================================================================================
Operating income
   5 years                         13%          7%      7%       12%         6%                           10%
  10 years                         12%         12%     11%       19%         9%                           12%
=================================================================================================================


                                 - 58 -



NET OPERATING REVENUES BY OPERATING SEGMENT{1}

THE COCA-COLA COMPANY AND SUBSIDIARIES

                                     [pie charts]

Year Ended December 31,           1998        1997        1996
- ----------------------------------------------------------------
  Africa                             3%          3%          3%
  Latin America                     12%         11%         11%
  Middle & Far East                 22%         22%         21%
  Greater Europe                    26%         29%         32%
  North America                     37%         35%         33%


OPERATING INCOME BY OPERATING SEGMENT {1} 
{1} Charts and percentages are calculated exclusive of Corporate

                                     [pie charts]

Year Ended December 31,           1998        1997        1996
- ----------------------------------------------------------------
  Africa                             4%          3%          3%
  Latin America                     18%         18%         18%
  Middle & Far East                 24%         26%         28%
  Greater Europe                    27%         28%         29%
  North America                     27%         25%         22%
                   

REPORT OF INDEPENDENT AUDITORS

BOARD OF DIRECTORS AND SHARE OWNERS
THE COCA-COLA COMPANY

  We have audited the accompanying consolidated balance sheets
of The Coca-Cola Company and subsidiaries as of December 31, 1998
and 1997, and the related consolidated statements of income,
share-owners' equity, and cash flows for each of the three years
in the period ended December 31, 1998. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
  We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of The Coca-Cola Company and subsidiaries at
December 31, 1998 and 1997, and the consolidated results of their
operations and their cash flows for each of the three years in
the period ended December 31, 1998, in conformity with generally
accepted accounting principles.

                                             /s/ ERNST & YOUNG

Atlanta, Georgia
January 25, 1999

                                 - 59 -



THE COCA-COLA COMPANY AND SUBSIDIARIES


QUARTERLY DATA (UNAUDITED)
(In millions except per share data)

                                 First    Second     Third    Fourth      Full
Year Ended December 31,        Quarter   Quarter   Quarter   Quarter      Year
- --------------------------------------------------------------------------------
                                                        
1998
Net operating revenues          $4,457    $5,151    $4,747    $4,458   $18,813
Gross profit                     3,139     3,652     3,301     3,159    13,251
Net income                         857     1,191       888       597     3,533
Basic net income per share         .35       .48       .36       .24      1.43
Diluted net income per share       .34       .48       .36       .24      1.42
================================================================================
1997
Net operating revenues          $4,138    $5,075    $4,954    $4,701   $18,868
Gross profit                     2,843     3,466     3,295     3,249    12,853
Net income                         987     1,314     1,011       817     4,129
Basic net income per share         .40       .53       .41       .33      1.67
Diluted net income per share       .39       .52       .40       .33      1.64
==============================================================================================

The second quarter of 1998 includes a gain of approximately $191
million ($.03 per share after income taxes, basic and diluted)
on the sale of our Italian bottling operations in northern and
central Italy to Coca-Cola Beverages. The second quarter of 1998
also includes provisions of $73 million ($.02 per share after
income taxes, basic and diluted) related to the impairment of
certain assets in North America and Corporate.

The third quarter of 1998 includes a noncash gain on the issuance
of stock by CCEAG of approximately $27 million ($.01 per share
after income taxes, basic and diluted).

The first quarter of 1997 includes a gain of approximately $352
million ($.08 per share after income taxes, basic and diluted) on
the sale of our 49 percent interest in Coca-Cola & Schweppes
Beverages Ltd. to Coca-Cola Enterprises.

The second quarter of 1997 includes noncash gains on the issuance
of stock by Coca-Cola Amatil of approximately $343 million
($.08 per share after income taxes, basic and diluted). The
second quarter of 1997 also includes provisions related to
enhancing manufacturing efficiencies in North America of $60
million ($.02 per share after income taxes, basic and diluted).

The third quarter of 1997 includes a gain of approximately
$156 million ($.04 per share after income taxes, basic and
diluted) on the sale of our 48 percent interest in Coca-Cola
Beverages Ltd. of Canada and our 49 percent interest in
The Coca-Cola Bottling Company of New York, Inc., to Coca-Cola
Enterprises.

STOCK PRICES
  Below are the New York Stock Exchange high, low and closing
prices of The Coca-Cola Company's stock for each quarter of 1998
and 1997.


                  First          Second           Third          Fourth
                Quarter         Quarter         Quarter         Quarter
- ----------------------------------------------------------------------------
                                                    
1998
High            $ 79.31         $ 86.81         $ 88.94         $ 75.44
Low               62.25           71.88           53.63           55.38
Close             77.44           85.50           57.63           67.00
============================================================================
1997
High            $ 63.25         $ 72.63         $ 71.94         $ 67.19
Low               51.13           52.75           55.06           51.94
Close             55.75           68.00           61.00           66.69
============================================================================


                                 - 61 -



SHARE-OWNER INFORMATION


COMMON STOCK
Ticker symbol: KO
The Coca-Cola Company is one of 30 companies in the 
Dow Jones Industrial Average.
Share owners of record at year end: 388,641
Shares outstanding at year end: 2.47 billion

STOCK EXCHANGES

INSIDE THE UNITED STATES:
Common stock listed and traded: New York Stock Exchange, the
principal market for our common stock.
Common stock traded: Boston, Chicago, Cincinnati, Pacific and
Philadelphia stock exchanges.

OUTSIDE THE UNITED STATES:
Common stock listed and traded: The German exchange in Frankfurt
and the Swiss exchange in Zurich.

DIVIDENDS
At its February 1999 meeting, our Board increased our quarterly
dividend to 16 cents per share, equivalent to an annual dividend
of 64 cents per share. The Company has increased dividends each
of the last 37 years.
  The Coca-Cola Company normally pays dividends four times a
year, usually on April 1, July 1, October 1 and December 15. The
Company has paid 311 consecutive quarterly dividends, beginning
in 1920.

SHARE-OWNER ACCOUNT ASSISTANCE
For address changes, dividend checks, direct deposit of
dividends, account consolidation, registration changes, lost
stock certificates, stock holdings and the Dividend and Cash
Investment Plan, please contact:

Registrar and Transfer Agent
First Chicago Trust Co., a division of EquiServe
P.O. Box 2500
Jersey City, NJ 07303-2500
Toll-free: (888) COKESHR (265-3747)
For hearing impaired: (201) 222-4955
E-mail: fctc_cocacola@em.fcnbd.com
Internet: www.equiserve.com

DIVIDEND AND CASH INVESTMENT PLAN
The Dividend and Cash Investment Plan permits share owners of
record to reinvest dividends from Company stock in shares of
The Coca-Cola Company. The Plan provides a convenient, economical
and systematic method of acquiring additional shares of our
common stock. All share owners of record are eligible to
participate. Share owners also may purchase Company stock through
voluntary cash investments of up to $125,000 per year.
  At year end, 73 percent of the Company's share owners of record
were participants in the Plan. In 1998, share owners invested $41
million in dividends and $98 million in cash in the Plan.
  If your shares are held in street name by your broker and you
are interested in participating in the Dividend and Cash
Investment Plan, you may have your broker transfer the shares to
First Chicago Trust Co. electronically through the Direct
Registration System.
  For more details on the Dividend and Cash Investment Plan
please contact the Plan Administrator, First Chicago Trust Co.,
or visit the investor section of our Company's Web site,
www.thecoca-colacompany.com, for more information.

SHARE-OWNER INTERNET ACCOUNT ACCESS
Share owners of record may access their accounts via the Internet
to obtain share balance, current market price of shares,
historical stock prices and the total value of their investment.
In addition, they may sell or request issuance of Dividend and
Cash Investment Plan shares.
  For information on how to access this secure site, please call
First Chicago Trust Co. toll-free at (877) 843-9327. For share
owners of record outside North America, please call
(201) 536-8071.

ANNUAL MEETING OF SHARE OWNERS
April 21,1999, 9 a.m. local time
The Playhouse Theatre
Du Pont Building
10th and Market Streets
Wilmington, Delaware

CORPORATE OFFICES
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313

INSTITUTIONAL INVESTOR INQUIRIES
(404) 676-5766

INFORMATION RESOURCES

PUBLICATIONS
THE COMPANY'S ANNUAL REPORT, PROXY STATEMENT, FORM 10-K AND
FORM 10-Q REPORTS ARE AVAILABLE FREE OF CHARGE UPON REQUEST
FROM OUR INDUSTRY & CONSUMER AFFAIRS DEPARTMENT AT THE COMPANY'S
CORPORATE ADDRESS, LISTED ABOVE.

INTERNET SITE
You can find our stock price, news and earnings releases and
more financial information about our Company on our recently
expanded Web site, www.thecoca-colacompany.com.

HOTLINE
The Company's hotline, (800) INVSTKO (468-7856), offers taped
highlights from the most recent quarter and may be used to
request the most recent quarterly results news release.

AUDIO ANNUAL REPORT
An audiocassette version of this report is available without
charge as a service to the visually impaired. To receive a copy,
please contact our Industry & Consumer Affairs Department at
(800) 571-2653.

DUPLICATE MAILINGS
If you are receiving duplicate or unwanted copies of our
publications, please contact First Chicago Trust Co. at
(888) COKESHR (265-3747).

                                 - 64 -



GLOSSARY

   [Following are certain definitions extracted from page 65:]

DIVIDEND PAYOUT RATIO: Calculated by dividing cash dividends on
common stock by net income available to common share owners.

ECONOMIC PROFIT: Income from continuing operations, after taxes,
excluding interest, in excess of a computed capital charge for
average operating capital employed.

FREE CASH FLOW: Cash provided by operations less cash used in
investing activities. The Company uses free cash flow along with
borrowings to pay dividends and make share repurchases.

NET DEBT AND NET CAPITAL: Debt and capital in excess of cash,
cash equivalents and marketable securities not required for
operations and certain temporary bottling investments.

RETURN ON CAPITAL: Calculated by dividing income from continuing
operations - before changes in accounting principles, adjusted
for interest expense - by average total capital.

RETURN ON COMMON EQUITY: Calculated by dividing income from 
continuing operations - before changes in accounting principles,
less preferred stock dividends - by average common share-owners'
equity.

TOTAL CAPITAL: Equals share-owners' equity plus interest-bearing
debt.

TOTAL MARKET VALUE OF COMMON STOCK: Stock price at year end
multiplied by the number of shares outstanding at year end.

                                 - 65 -