Exhibit 10.11.5

                          EIGHTH AMENDMENT TO
                         THE COCA-COLA COMPANY
                       SUPPLEMENTAL BENEFIT PLAN


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

        WHEREAS, the Committee has approved an amendment to the Plan to
incorporate certain changes the Committee deems appropriate in connection
with the Special Retirement Program to be announced by The Coca-Cola
Company (the "Company") on January 26, 2000 as part of the Company's
Strategic Organizational Alignment; and

        WHEREAS, the Chairman of the Committee is authorized by resolution
of the Committee to execute such amendment and take all other necessary
actions in connection therewith;

        NOW THEREFORE, the Plan is hereby amended, effective January 25,
2000, in the following respects:

                1.      Section 2 of the Plan shall be amended by adding the
        following new definition:

                        "RETIREMENT BENEFIT" shall be the benefit
                payable to a Participant under Sections 5.1-5.3, as
                applicable, of the Qualified Pension Plan.

                2.      Section 2.7 of the Plan shall be amended by deleting
        it in its entirety and replacing it as follows:

                        2.7     "EARLY RETIREMENT AGE" shall mean the
                first to occur of (1) a Participant's age when he has
                both attained his fifty-fifth (but not his sixty-
                fifth) birthday and completed at least ten years of
                service or (2) age 60 with the approval of the
                Employer.  For this purpose, a Participant's age and
                years of service shall include any additional age and
                service credit granted under Section 5.8(d) of the
                Qualified Pension Plan to such Participant if he
                satisfies the conditions for the Special Retirement
                Benefit as described in Section 5.8(d) of the
                Qualified Pension Plan.

                3.      Section 4.2 of the Plan shall be amended by deleting
        and replacing the first sentence of such section as follows:

                Any salaried employee of the Employer (a) whose
                Special Retirement Benefit under the Qualified
                Pension Plan of The Coca-Cola Company (as


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                defined in Section 5.8(d) of such plan) is limited
                by the limitations under Sections 401(a)(4) or 401(1)
                of the Code, (b) whose benefits under the Employee
                Retirement Plan of The Coca-Cola company are limited
                by the limitations of Sections 401(a)(17) or 415 of
                the Code, or (c) to whom contributions by the
                Employer to the Thrift Plan are limited by the
                limitations set forth in Sections 401(a)(17), 401(k),
                401(m), 402(g) or 415 of the Code shall be eligible
                to participate in the Plan.

                4.      Section 5.1(a) of the Plan shall be amended by
        deleting it and replacing it as follows:

                        (a)     If a Participant has Benefit Service
                with respect to the Qualified Pension Plan of his
                Employer, he shall be entitled to a Pension Benefit
                equal to that portion of his Retirement Benefit under
                the Qualified Pension Plan of the Employer which is
                not payable under such Qualified Pension Plan as
                result of the limitations imposed by Sections
                401(a)(17) and 415 of the Code and, to the extent
                such portion of his Retirement Benefit is
                attributable to his Special Retirement Benefit (as
                described in Section 5.8(d) of the Qualified Pension
                Plan), the limitations imposed by Sections 401(a)(4)
                and 401(1) of the Code.

                5.      The term "Retirement Income" shall be replaced
        with the term "Retirement Benefit" each place Retirement
        Income appears in the Plan.

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

                                        CORPORATE RETIREMENT PLAN
                                        ADMINISTRATIVE COMMITTEE


                                        By: /s/ Peggy F. Horn
                                        Chairman

ATTEST:                                 Date: 1/25/2000


/s/ Barbara S. Gilbreath
Secretary

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