Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

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

        Delaware                             58-0628465
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification No.)

                       One Coca-Cola Plaza
                     Atlanta, Georgia 30313
(Address, including zip code, of Registrant's principal executive offices)
                                
                  The Stock Purchase Loan Plan
         for Foreign Affiliates of The Coca-Cola Company
                      (Full title of plan)
                                
                  Joseph R. Gladden, Jr., Esq.
            Senior Vice President and General Counsel
                      The Coca-Cola Company
                       One Coca-Cola Plaza
                     Atlanta, Georgia 30313
             (Name and address of agent for service)
                         With a copy to:
                    Carol Crofoot Hayes, Esq.
         Senior Finance Counsel and Assistant Secretary
                      The Coca-Cola Company
                       One Coca-Cola Plaza
                     Atlanta, Georgia 30313
                                
                         (404) 676-2121
  (Telephone number, including area code, of agent for service)
                                
                 CALCULATION OF REGISTRATION FEE
                                
=========================================================================
                                  Proposed      Proposed
    Title of        Amount        Maximum       Maximum      Amount of
  Securities to      to be        Offering     Aggregate    Registration
  be Registered   Registered(1)    Price        Offering        Fee
                                 Per Share(2)    Price(2)
-------------------------------------------------------------------------
Common Stock,     3,000,000       $67.9375    $203,812,500   $61,761.36
par value $.25      shares
per share
-------------------------------------------------------------------------

(1)    The shares of Common Stock to be registered represent
       shares of Common Stock which may be acquired pursuant to
       rights to purchase which have been granted or which may be
       granted in the future under The Stock Purchase Loan Plan for
       Foreign Affiliates of The Coca-Cola Company.

(2)    Estimated solely for the purpose of computing the
       registration fee pursuant to Rule 457(h) on the basis of the
       average of the high and low sales prices per share of Common
       Stock of The Coca-Cola Company as reported on the New York
       Stock Exchange on May 21, 1997.
<PAGE>
<PAGE>

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 1.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents have been previously filed by The
Coca-Cola Company (the "Company") with the Securities and
Exchange Commission and are hereby incorporated by reference into
this Registration Statement as of their respective dates:

          (a)  Annual Report on Form 10-K for the year ended
     December 31, 1996;
          
          (b)  Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1997; and

          (c)  The description of the Company's Common Stock
     which is contained in its Registration Statement on Form 8-A
     filed under the Securities Exchange Act of 1934 (the
     "Exchange Act"), including all amendments and reports filed
     for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement that
indicates that all securities offered hereunder have been sold or
that deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of the filing of
such documents.


ITEM 2.   DESCRIPTION OF SECURITIES

     Inapplicable.


ITEM 3.   INTEREST OF NAMED EXPERTS AND COUNSEL.

     1.   The consolidated financial statements and schedules of
the Company appearing (or incorporated by reference) in the
Company's Annual Report on Form 10-K for the year ended December
31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing (or
incorporated by reference) therein and incorporated herein by
reference.  Such financial statements are, and audited financial
statements to be included in subsequently filed documents will
be, incorporated herein in reliance upon the reports of Ernst &
Young LLP pertaining to such financial statements (to the extent
covered by consents filed with the Securities and Exchange
Commission) given upon the authority of such firm as experts in
accounting and auditing.
                                
                             II - 1
<PAGE>
<PAGE>


     2.   The legality of the shares of Common Stock offered
hereby has been passed upon for the Company by Joseph R. Gladden,
Jr., Senior Vice President and General Counsel of the Company.
Mr. Gladden beneficially owns 477,545 shares of Common Stock of
the Company and, under stock option plans of the Company, holds
options to purchase 394,792 shares of Common Stock and stock
appreciation rights with respect to 61,792 of such shares.


ITEM 4.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of
Delaware empowers a Delaware corporation to indemnify present and
former directors, officers, employees or agents for the
corporation.

     1.   Article Tenth of the Certificate of Incorporation of
the Registrant provides:

          "A.  A director of the Corporation shall not be
     personally liable to the corporation or its stockholders for
     monetary damages for breach of fiduciary duty as a director,
     except for liability (i) for any breach of the director's
     duty of loyalty to the corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii)
     under Section 174 of the Delaware General Corporation Law,
     or (iv) for any transaction from which the director derived
     any improper personal benefit.  If the Delaware General
     Corporation Law is amended after approval by the
     stockholders of this Article to authorize corporate action
     further eliminating or limiting the personal liability of
     directors, then the liability of a director of the
     corporation shall be eliminated or limited to the fullest
     extent permitted by the Delaware General Corporation Law, as
     so amended.

          "B.  Any repeal or modification of Article Tenth,
     Paragraph A, by the stockholders of the corporation shall
     not adversely affect any right or protection of a director
     of the corporation existing at the time of such repeal or
     modification."

     2.   Article Seventh of the By-Laws of the Registrant
provides:

          "Section 1.    Indemnification of Directors and
     Officers; Insurance.  The Company shall indemnify any person
     who was or is a party or is threatened to be made a party to
     any threatened, pending or completed action, suit or
     proceeding, whether civil, criminal, administrative or
     investigative (other than an action by or in the right of
     the Company) by reason of the fact that he is or was a
     director, officer, employee, or agent of the Company, or is
     or was serving at the request of the Company as a director,
     officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise,
     against expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement actually and
     reasonably incurred by him in connection with such action,
     suit or proceeding if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to
          
                                
                             II - 2
<PAGE>
<PAGE>
          
     the best interest of the Company, and, with respect to any
     criminal action or proceeding, had no reasonable cause to
     believe his conduct was unlawful.  The termination of any
     action, suit or proceeding by judgment, order, settlement,
     conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that
     the person did not act in good faith and in a manner which
     he reasonably believed to be in or not opposed to the best
     interest of the Company, and with respect to any criminal
     action or proceeding, had reasonable cause to believe that
     his conduct was unlawful.

          "The Company shall indemnify any person who was or is a
     party or is threatened to be made a party to any threatened,
     pending or completed action or suit by or in the right of
     the Company to procure a judgment in its favor by reason of
     the fact that he is or was a director, officer, employee or
     agent of the Company, or is or was serving at the request of
     the Company, as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or
     other enterprise against expenses (including attorneys'
     fees) actually and reasonably incurred by him in connection
     with the defense or settlement of such action or suit if he
     acted in good faith and in a manner he reasonably believed
     to be in or not opposed to the best interests of the Company
     and except that no indemnification shall be made in respect
     of any claim, issue or matter as to which such person shall
     have been adjudged to be liable to the Company unless and
     only to the extent that the Court of Chancery or the court
     in which such action or suit was brought shall determine
     upon application that, despite the adjudication of liability
     but in view of all the circumstances of the case, such
     person is fairly and reasonably entitled to indemnity for
     such expenses which the Court of Chancery or such other
     court shall deem proper.

          "To the extent that a director, officer, employee or
     agent of the Company has been successful on the merits or
     otherwise in defense of any action, suit or proceeding
     referred to in the first two paragraphs of this Section or
     in defense of any claim, issue or matter therein, he shall
     be indemnified against expenses (including attorneys' fees)
     actually and reasonably incurred by him in connection
     therewith.

          "Any indemnification under the first two paragraphs of
     this Section (unless ordered by a court) shall be made by
     the Company only as authorized in the specific case upon a
     determination that indemnification of the director, officer,
     employee or agent is proper in the circumstances because the
     applicable standard of conduct set forth in the first two
     paragraphs of this Section has been met.  Such determination
     shall be made (1) by the Board of Directors by a majority
     vote of a quorum consisting of directors who were not
     parties to such action, suit or proceedings, or (2) if such
     a quorum is not obtainable, or, even if obtainable, a quorum
     of disinterested directors so directs, by independent legal
     counsel in a written opinion, or (3) by the shareholders.

          "Expenses incurred in defending a civil or criminal action,
     suit or proceeding may be paid by the Company in advance of the final
                                
                                
                             II - 3
<PAGE>
<PAGE>
          
     disposition of such action, suit or proceeding upon receipt
     of an undertaking by or on behalf of the director, officer,
     employee or agent to repay such amount unless it shall
     ultimately be determined that he is entitled to be
     indemnified by the Company as authorized by this Section.

          "The indemnification and advancement of expenses
     provided by or granted pursuant to this Section shall not be
     deemed exclusive of any other rights to which those
     indemnified or those who receive advances may be entitled
     under any By-Law, agreement, vote of shareholders or
     disinterested directors or otherwise, both as to action in
     his official capacity and as to action in another capacity
     while holding such office, and shall continue as to a person
     who has ceased to be a director, officer, employee or agent
     and shall inure to the benefit of the heirs, executors and
     administrators of such a person.
          
          "The Company shall have power to purchase and maintain
     insurance on behalf of any person who is or was a director,
     officer, employee or agent of the Company, or is or was
     serving at the request of the Company as a director,
     officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise
     against any liability asserted against him and incurred by
     him in any such capacity, or arising out of his status as
     such, whether or not the Company would have the power to
     indemnify him against such liability under the provisions of
     this Section.

          "The indemnification and advancement of expenses
     provided by, or granted pursuant to, this section shall,
     unless otherwise provided when authorized or ratified,
     continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of
     the heirs, executors and administrators of such a person."

The Company has purchased directors' and officers' liability
insurance covering many of the possible actions and omissions of
persons acting or failing to act in such capacities.


ITEM 5.   EXEMPTIONS FROM REGISTRATION CLAIMED

     Inapplicable.


ITEM 6.   EXHIBITS

5.1   --  Opinion of Joseph R. Gladden, Jr., Senior Vice
          President and General Counsel of the Company, regarding
          the validity of the securities being registered

23.1  --  Consent of Joseph R. Gladden, Jr., Senior Vice
          President and General Counsel of the Company (included
          as part of Exhibit 5.1)

                                
                             II - 4
<PAGE>
<PAGE>
          

23.2 --   Consent of Ernst & Young LLP

24.1 --   Powers of Attorney


ITEM 7.   UNDERTAKINGS

     (a)       The undersigned registrant hereby undertakes:
          
          (1)       To file, during any period in which offers or
               sales are being made, a post-effective amendment
               to this Registration Statement:

                            (i)  to include any prospectus
                  required by Section 10(a)(3) of the Securities
                  Act of 1933 (the "Securities Act");

                            (ii) to reflect in the prospectus any
                  facts or events arising after the effective
                  date of the Registration Statement (or the most
                  recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a
                  fundamental change in the information set forth
                  in the Registration Statement; and

                            (iii)   to include any material
                  information with respect to the plan of
                  distribution not previously disclosed in the
                  Registration Statement or any material change
                  to such information in the Registration
                  Statement;

                         provided, however, that
               paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
               if the information required to be included in a
               post-effective amendment by those paragraphs is
               contained in periodic reports filed with or
               furnished to the Commission by the registrant
               pursuant to Section 13 or Section 15(d) of the
               Exchange Act that are incorporated by reference in
               the registration statement.

                    (2)  That for purposes of determining any
               liability under the Securities Act, each such
               post-effective amendment shall be deemed to be a
               new registration statement relating to the
               securities offered therein, and the offering of
               such securities at that time shall be deemed to be
               the initial bona fide offering thereof.

                    (3)  To remove from registration by means of
               a post-effective amendment any of the securities
               being registered which remain unsold at the
               termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act,
                                
                                
                             II - 5
<PAGE>
<PAGE>
          
          
          each filing of the registrant's annual report pursuant
          to Section 13(a) or 15(d) of the Exchange Act 1934
          (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d)
          of the Exchange Act) that is incorporated by reference
          in the Registration Statement shall be deemed to be a
          new registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

          (c)  Insofar as indemnification for liabilities arising
          under the Securities Act may be permitted to directors,
          officers and controlling persons of the registrant
          pursuant to the foregoing provisions, or otherwise, the
          registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Securities
          Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such
          liabilities (other than the payment by the registrant
          of expenses incurred or paid by a director, officer or
          controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted
          by such director, officer or controlling person in
          connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel
          the matter has been settled by controlling precedent,
          submit to a court of appropriate jurisdiction the
          question whether such indemnification by it is against
          public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such
          issue.




                                
                             II - 6
<PAGE>
<PAGE>
          



                           SIGNATURES

     Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia on the 21st day of May, 1997.

                              THE COCA-COLA COMPANY

                              
                              By: /s/ JAMES E. CHESTNUT
                                   James E. Chestnut
                                   Senior Vice President
                                   and Chief Financial Officer
                              
                                   
     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated as of the 21st day of May, 1997:


                              /s/ ROBERTO C. GOIZUETA
                              Roberto C. Goizueta
                              Chairman, Board of Directors, Chief
                              Executive Officer and a Director
                              (Principal Executive Officer)


                              /s/ JAMES E. CHESTNUT
                              James E. Chestnut
                              Senior Vice President and Chief
                              Financial Officer
                              (Principal Financial Officer)


                              /s/ GARY P. FAYARD
                              Gary P. Fayard
                              Vice President and Controller
                              (Principal Accounting Officer)

                                
                                
                                
                             II - 7
<PAGE>
<PAGE>
          

                              
Directors:


             *                               *
------------------------------     ------------------------------
Herbert A. Allen                   Donald F. McHenry


             *                               *
------------------------------     ------------------------------
Ronald W. Allen                    Sam Nunn


             *                               *
------------------------------     ------------------------------
Cathleen P. Black                  Paul F. Oreffice


             *                               *
------------------------------     ------------------------------
Warren E. Buffett                  James D. Robinson III


             *                               *
------------------------------     ------------------------------
Charles W. Duncan, Jr.             Peter V. Ueberroth


             *                               *
------------------------------     ------------------------------
M. Douglas Ivester                 James B. Williams


             *
------------------------------
Susan B. King




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


Date:  May 21, 1997



                                
                             II - 8
<PAGE>
<PAGE>
          

                          EXHIBIT INDEX


Exhibit
  No.               Exhibit
-------             -------

 5.1      Opinion of Joseph R. Gladden, Senior Vice President and
          General Counsel of the Company, regarding the validity
          of the securities being registered

23.1      Consent of Joseph R. Gladden, Senior Vice President and
          General Counsel of the Company (included as part of
          Exhibit 5.1)

23.2      Consent of Ernst & Young LLP

24.1      Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8, STOCK PURCHASE LOAN PLAN", "secsgml_size_bytes": 23562}]
{"company-data": {"conformed-name": "COCA COLA CO", "cik": "0000021344", "assigned-sic": "2080", "irs-number": "580628465", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27607", "film-number": "97612933"}, "business-address": {"street1": "ONE COCA COLA PLAZA", "city": "ATLANTA", "state": "GA", "zip": "30313", "phone": "4046762121"}, "mail-address": {"street1": "ONE COCA COLA PLAZA", "zip": "30313"}}
Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

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

        Delaware                             58-0628465
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification No.)

                       One Coca-Cola Plaza
                     Atlanta, Georgia 30313
(Address, including zip code, of Registrant's principal executive offices)
                                
                  The Stock Purchase Loan Plan
         for Foreign Affiliates of The Coca-Cola Company
                      (Full title of plan)
                                
                  Joseph R. Gladden, Jr., Esq.
            Senior Vice President and General Counsel
                      The Coca-Cola Company
                       One Coca-Cola Plaza
                     Atlanta, Georgia 30313
             (Name and address of agent for service)
                         With a copy to:
                    Carol Crofoot Hayes, Esq.
         Senior Finance Counsel and Assistant Secretary
                      The Coca-Cola Company
                       One Coca-Cola Plaza
                     Atlanta, Georgia 30313
                                
                         (404) 676-2121
  (Telephone number, including area code, of agent for service)
                                
                 CALCULATION OF REGISTRATION FEE
                                
=========================================================================
                                  Proposed      Proposed
    Title of        Amount        Maximum       Maximum      Amount of
  Securities to      to be        Offering     Aggregate    Registration
  be Registered   Registered(1)    Price        Offering        Fee
                                 Per Share(2)    Price(2)
-------------------------------------------------------------------------
Common Stock,     3,000,000       $67.9375    $203,812,500   $61,761.36
par value $.25      shares
per share
-------------------------------------------------------------------------

(1)    The shares of Common Stock to be registered represent
       shares of Common Stock which may be acquired pursuant to
       rights to purchase which have been granted or which may be
       granted in the future under The Stock Purchase Loan Plan for
       Foreign Affiliates of The Coca-Cola Company.

(2)    Estimated solely for the purpose of computing the
       registration fee pursuant to Rule 457(h) on the basis of the
       average of the high and low sales prices per share of Common
       Stock of The Coca-Cola Company as reported on the New York
       Stock Exchange on May 21, 1997.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 1.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents have been previously filed by The
Coca-Cola Company (the "Company") with the Securities and
Exchange Commission and are hereby incorporated by reference into
this Registration Statement as of their respective dates:

          (a)  Annual Report on Form 10-K for the year ended
     December 31, 1996;
          
          (b)  Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1997; and

          (c)  The description of the Company's Common Stock
     which is contained in its Registration Statement on Form 8-A
     filed under the Securities Exchange Act of 1934 (the
     "Exchange Act"), including all amendments and reports filed
     for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement that
indicates that all securities offered hereunder have been sold or
that deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of the filing of
such documents.

ITEM 2.   DESCRIPTION OF SECURITIES

     Inapplicable.

ITEM 3.   INTEREST OF NAMED EXPERTS AND COUNSEL.

     1.   The consolidated financial statements and schedules of
the Company appearing (or incorporated by reference) in the
Company's Annual Report on Form 10-K for the year ended December
31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing (or
incorporated by reference) therein and incorporated herein by
reference.  Such financial statements are, and audited financial
statements to be included in subsequently filed documents will
be, incorporated herein in reliance upon the reports of Ernst &
Young LLP pertaining to such financial statements (to the extent
covered by consents filed with the Securities and Exchange
Commission) given upon the authority of such firm as experts in
accounting and auditing.
                                
                             II - 1
2.   The legality of the shares of Common Stock offered
hereby has been passed upon for the Company by Joseph R. Gladden,
Jr., Senior Vice President and General Counsel of the Company.
Mr. Gladden beneficially owns 477,545 shares of Common Stock of
the Company and, under stock option plans of the Company, holds
options to purchase 394,792 shares of Common Stock and stock
appreciation rights with respect to 61,792 of such shares.

ITEM 4.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of
Delaware empowers a Delaware corporation to indemnify present and
former directors, officers, employees or agents for the
corporation.

     1.   Article Tenth of the Certificate of Incorporation of
the Registrant provides:

          "A.  A director of the Corporation shall not be
     personally liable to the corporation or its stockholders for
     monetary damages for breach of fiduciary duty as a director,
     except for liability (i) for any breach of the director's
     duty of loyalty to the corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii)
     under Section 174 of the Delaware General Corporation Law,
     or (iv) for any transaction from which the director derived
     any improper personal benefit.  If the Delaware General
     Corporation Law is amended after approval by the
     stockholders of this Article to authorize corporate action
     further eliminating or limiting the personal liability of
     directors, then the liability of a director of the
     corporation shall be eliminated or limited to the fullest
     extent permitted by the Delaware General Corporation Law, as
     so amended.

          "B.  Any repeal or modification of Article Tenth,
     Paragraph A, by the stockholders of the corporation shall
     not adversely affect any right or protection of a director
     of the corporation existing at the time of such repeal or
     modification."

     2.   Article Seventh of the By-Laws of the Registrant
provides:

          "Section 1.    Indemnification of Directors and
     Officers; Insurance.  The Company shall indemnify any person
     who was or is a party or is threatened to be made a party to
     any threatened, pending or completed action, suit or
     proceeding, whether civil, criminal, administrative or
     investigative (other than an action by or in the right of
     the Company) by reason of the fact that he is or was a
     director, officer, employee, or agent of the Company, or is
     or was serving at the request of the Company as a director,
     officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise,
     against expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement actually and
     reasonably incurred by him in connection with such action,
     suit or proceeding if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to
          
                                
                             II - 2
the best interest of the Company, and, with respect to any
     criminal action or proceeding, had no reasonable cause to
     believe his conduct was unlawful.  The termination of any
     action, suit or proceeding by judgment, order, settlement,
     conviction, or upon a plea of nolo contendere or its
     equivalent, shall not, of itself, create a presumption that
     the person did not act in good faith and in a manner which
     he reasonably believed to be in or not opposed to the best
     interest of the Company, and with respect to any criminal
     action or proceeding, had reasonable cause to believe that
     his conduct was unlawful.

          "The Company shall indemnify any person who was or is a
     party or is threatened to be made a party to any threatened,
     pending or completed action or suit by or in the right of
     the Company to procure a judgment in its favor by reason of
     the fact that he is or was a director, officer, employee or
     agent of the Company, or is or was serving at the request of
     the Company, as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or
     other enterprise against expenses (including attorneys'
     fees) actually and reasonably incurred by him in connection
     with the defense or settlement of such action or suit if he
     acted in good faith and in a manner he reasonably believed
     to be in or not opposed to the best interests of the Company
     and except that no indemnification shall be made in respect
     of any claim, issue or matter as to which such person shall
     have been adjudged to be liable to the Company unless and
     only to the extent that the Court of Chancery or the court
     in which such action or suit was brought shall determine
     upon application that, despite the adjudication of liability
     but in view of all the circumstances of the case, such
     person is fairly and reasonably entitled to indemnity for
     such expenses which the Court of Chancery or such other
     court shall deem proper.

          "To the extent that a director, officer, employee or
     agent of the Company has been successful on the merits or
     otherwise in defense of any action, suit or proceeding
     referred to in the first two paragraphs of this Section or
     in defense of any claim, issue or matter therein, he shall
     be indemnified against expenses (including attorneys' fees)
     actually and reasonably incurred by him in connection
     therewith.

          "Any indemnification under the first two paragraphs of
     this Section (unless ordered by a court) shall be made by
     the Company only as authorized in the specific case upon a
     determination that indemnification of the director, officer,
     employee or agent is proper in the circumstances because the
     applicable standard of conduct set forth in the first two
     paragraphs of this Section has been met.  Such determination
     shall be made (1) by the Board of Directors by a majority
     vote of a quorum consisting of directors who were not
     parties to such action, suit or proceedings, or (2) if such
     a quorum is not obtainable, or, even if obtainable, a quorum
     of disinterested directors so directs, by independent legal
     counsel in a written opinion, or (3) by the shareholders.

          "Expenses incurred in defending a civil or criminal action,
     suit or proceeding may be paid by the Company in advance of the final
                                
                                
                             II - 3
disposition of such action, suit or proceeding upon receipt
     of an undertaking by or on behalf of the director, officer,
     employee or agent to repay such amount unless it shall
     ultimately be determined that he is entitled to be
     indemnified by the Company as authorized by this Section.

          "The indemnification and advancement of expenses
     provided by or granted pursuant to this Section shall not be
     deemed exclusive of any other rights to which those
     indemnified or those who receive advances may be entitled
     under any By-Law, agreement, vote of shareholders or
     disinterested directors or otherwise, both as to action in
     his official capacity and as to action in another capacity
     while holding such office, and shall continue as to a person
     who has ceased to be a director, officer, employee or agent
     and shall inure to the benefit of the heirs, executors and
     administrators of such a person.
          
          "The Company shall have power to purchase and maintain
     insurance on behalf of any person who is or was a director,
     officer, employee or agent of the Company, or is or was
     serving at the request of the Company as a director,
     officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise
     against any liability asserted against him and incurred by
     him in any such capacity, or arising out of his status as
     such, whether or not the Company would have the power to
     indemnify him against such liability under the provisions of
     this Section.

          "The indemnification and advancement of expenses
     provided by, or granted pursuant to, this section shall,
     unless otherwise provided when authorized or ratified,
     continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of
     the heirs, executors and administrators of such a person."

The Company has purchased directors' and officers' liability
insurance covering many of the possible actions and omissions of
persons acting or failing to act in such capacities.

ITEM 5.   EXEMPTIONS FROM REGISTRATION CLAIMED

     Inapplicable.

ITEM 6.   EXHIBITS

5.1   --  Opinion of Joseph R. Gladden, Jr., Senior Vice
          President and General Counsel of the Company, regarding
          the validity of the securities being registered

23.1  --  Consent of Joseph R. Gladden, Jr., Senior Vice
          President and General Counsel of the Company (included
          as part of Exhibit 5.1)

                                
                             II - 4
23.2 --   Consent of Ernst & Young LLP

24.1 --   Powers of Attorney

ITEM 7.   UNDERTAKINGS

     (a)       The undersigned registrant hereby undertakes:
          
          (1)       To file, during any period in which offers or
               sales are being made, a post-effective amendment
               to this Registration Statement:

                            (i)  to include any prospectus
                  required by Section 10(a)(3) of the Securities
                  Act of 1933 (the "Securities Act");

                            (ii) to reflect in the prospectus any
                  facts or events arising after the effective
                  date of the Registration Statement (or the most
                  recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a
                  fundamental change in the information set forth
                  in the Registration Statement; and

                            (iii)   to include any material
                  information with respect to the plan of
                  distribution not previously disclosed in the
                  Registration Statement or any material change
                  to such information in the Registration
                  Statement;

                         provided, however, that
               paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
               if the information required to be included in a
               post-effective amendment by those paragraphs is
               contained in periodic reports filed with or
               furnished to the Commission by the registrant
               pursuant to Section 13 or Section 15(d) of the
               Exchange Act that are incorporated by reference in
               the registration statement.

                    (2)  That for purposes of determining any
               liability under the Securities Act, each such
               post-effective amendment shall be deemed to be a
               new registration statement relating to the
               securities offered therein, and the offering of
               such securities at that time shall be deemed to be
               the initial bona fide offering thereof.

                    (3)  To remove from registration by means of
               a post-effective amendment any of the securities
               being registered which remain unsold at the
               termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act,
                                
                                
                             II - 5
each filing of the registrant's annual report pursuant
          to Section 13(a) or 15(d) of the Exchange Act 1934
          (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d)
          of the Exchange Act) that is incorporated by reference
          in the Registration Statement shall be deemed to be a
          new registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

          (c)  Insofar as indemnification for liabilities arising
          under the Securities Act may be permitted to directors,
          officers and controlling persons of the registrant
          pursuant to the foregoing provisions, or otherwise, the
          registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Securities
          Act and is, therefore, unenforceable.  In the event
          that a claim for indemnification against such
          liabilities (other than the payment by the registrant
          of expenses incurred or paid by a director, officer or
          controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted
          by such director, officer or controlling person in
          connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel
          the matter has been settled by controlling precedent,
          submit to a court of appropriate jurisdiction the
          question whether such indemnification by it is against
          public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such
          issue.

                                
                             II - 6
SIGNATURES

     Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia on the 21st day of May, 1997.

                              THE COCA-COLA COMPANY

                              
                              By: /s/ JAMES E. CHESTNUT
                                   James E. Chestnut
                                   Senior Vice President
                                   and Chief Financial Officer
                              
                                   
     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated as of the 21st day of May, 1997:

                              /s/ ROBERTO C. GOIZUETA
                              Roberto C. Goizueta
                              Chairman, Board of Directors, Chief
                              Executive Officer and a Director
                              (Principal Executive Officer)

                              /s/ JAMES E. CHESTNUT
                              James E. Chestnut
                              Senior Vice President and Chief
                              Financial Officer
                              (Principal Financial Officer)

                              /s/ GARY P. FAYARD
                              Gary P. Fayard
                              Vice President and Controller
                              (Principal Accounting Officer)

                                
                                
                                
                             II - 7
Directors:

             *                               *
------------------------------     ------------------------------
Herbert A. Allen                   Donald F. McHenry

             *                               *
------------------------------     ------------------------------
Ronald W. Allen                    Sam Nunn

             *                               *
------------------------------     ------------------------------
Cathleen P. Black                  Paul F. Oreffice

             *                               *
------------------------------     ------------------------------
Warren E. Buffett                  James D. Robinson III

             *                               *
------------------------------     ------------------------------
Charles W. Duncan, Jr.             Peter V. Ueberroth

             *                               *
------------------------------     ------------------------------
M. Douglas Ivester                 James B. Williams

             *
------------------------------
Susan B. King

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

Date:  May 21, 1997

                                
                             II - 8
EXHIBIT INDEX

Exhibit
  No.               Exhibit
-------             -------

 5.1      Opinion of Joseph R. Gladden, Senior Vice President and
          General Counsel of the Company, regarding the validity
          of the securities being registered

23.1      Consent of Joseph R. Gladden, Senior Vice President and
          General Counsel of the Company (included as part of
          Exhibit 5.1)

23.2      Consent of Ernst & Young LLP

24.1      Powers of Attorney