EXH.10.8.3 - SUBCTEE. RESOLUTIONS

EXHIBIT 10.8.3


STOCK OPTION SUBCOMMITTEE
Atlanta, Georgia
October 17, 1996


Resolutions approving payment upon exercise of stock
options granted under the Stock Option Plans of The Coca-Cola
Company in cash or by delivery of shares of Company stock owned
by the optionee
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WHEREAS, this Committee, as permitted by the 1991 Stock Option
Plan, as amended to and through the date hereof (the "1991
Plan"), may grant stock options to certain key employees of the
Company, and options have been heretofore granted under the 1991
Plan and the 1987 Stock Option Plan of the Company, as amended to
and through the date hereof (the "1987 Plan"); and

WHEREAS, the 1991 Plan and the 1987 Plan provide that this
Committee may determine whether the exercises of such stock
options shall be made in cash or by the delivery of shares of
stock of The Coca-Cola Company owned by the optionee;

NOW, THEREFORE, BE IT RESOLVED, that until otherwise determined
by this Committee under the 1987 Plan or the 1991 Plan,
respectively, all exercises of stock options heretofore and
hereafter granted from either the 1991 Plan or the 1987 Plan
shall be made in cash or by delivery of shares of stock of The
Coca-Cola Company ("Stock") owned by the optionee, the value of
the shares delivered shall be computed on the basis of the
average of the high and low market prices at which a share of
Stock shall have been sold on the day the optionee elects to
deliver shares of Stock upon exercise of an option, or the next
preceding trading day if such date was not a trading day, as
reported on the New York Stock Exchange Composite Transaction
listing; and

FURTHER RESOLVED, that the Secretary of this Committee may
implement such procedures as she may deem necessary or convenient
to carry out the intent of this action of this Committee.


STOCK OPTION SUBCOMMITTEE
Atlanta, Georgia
October 17, 1996


Resolutions authorizing withholding for tax liabilities
in connection with exercises of stock options and stock
appreciation rights by delivery of or withholding of shares of
common stock under the Stock Option Plans of the Company
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RESOLVED, that holders of nonstatutory options and/or stock
appreciation rights for stock granted pursuant to the terms of
the 1991 Stock Option Plan of the Company or the 1987 Stock
Option Plan of the Company may elect to deliver already-owned
shares of Company common stock or to have shares of Company
common stock withheld from the shares which would have been
delivered upon exercise of such option or stock appreciation
right for stock in order to satisfy the Federal, state and local
tax liabilities arising from the transaction, subject to the
right of this Committee to rescind its advance approval and to
disapprove any election;

FURTHER RESOLVED, that permission to so satisfy tax liabilities
shall be subject to the following conditions: (i) optionees or
holders of stock appreciation rights for stock electing to
satisfy tax liabilities as described above must make an
irrevocable election in writing to do so on or before the date as
of which the amount of tax to be withheld is determined, and (ii)
the election is subject to the right of this Committee to rescind
approval as described above; and

FURTHER RESOLVED, that the Secretary of this Committee may
implement such procedures as she may deem necessary or convenient
to carry out the intent of this action of this Committee.