COCA COLA CO - 10-K Annual Report

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FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NO. 001-02217

THE COCA-COLA COMPANY

(Exact name of Registrant as specified in its charter)

DELAWARE 58-0628465
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

ONE COCA-COLA PLAZA 30313
ATLANTA, GEORGIA (Zip Code)
(Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 676-2121

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
COMMON STOCK, $.25 PAR VALUE NEW YORK STOCK EXCHANGE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS
AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST
90 DAYS.
YES [X] NO [ ]

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS
PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN,
AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE,
IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY
REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]

THE AGGREGATE MARKET VALUE OF THE COMMON EQUITY HELD BY NON-
AFFILIATES OF THE REGISTRANT (ASSUMING FOR THESE PURPOSES, BUT
WITHOUT CONCEDING, THAT ALL EXECUTIVE OFFICERS AND DIRECTORS ARE
"AFFILIATES" OF THE REGISTRANT) AS OF FEBRUARY 20, 1998, (BASED
ON THE CLOSING SALE PRICE OF THE REGISTRANT'S COMMON STOCK AS
REPORTED ON THE NEW YORK STOCK EXCHANGE ON SUCH DATE) WAS
$147,680,164,792.

THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK
AS OF FEBRUARY 26, 1998, WAS 2,471,368,515.

DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF THE COMPANY'S ANNUAL REPORT TO SHARE OWNERS FOR THE
YEAR ENDED DECEMBER 31, 1997, ARE INCORPORATED BY REFERENCE IN
PARTS I, II AND IV.

PORTIONS OF THE COMPANY'S PROXY STATEMENT FOR THE ANNUAL MEETING
OF SHARE OWNERS TO BE HELD ON APRIL 15, 1998, ARE INCORPORATED BY
REFERENCE IN PART III.
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PART I

ITEM 1. BUSINESS

The Coca-Cola Company (the "Company" or the "Registrant") was
incorporated in September 1919 under the laws of the State of
Delaware and succeeded to the business of a Georgia corporation
with the same name that had been organized in 1892. The Company
is the largest manufacturer, distributor and marketer of soft
drink concentrates and syrups in the world. Finished soft drink
products bearing the Company's trademarks, sold in the United
States since 1886, are now sold in nearly 200 countries and
include the leading soft drink products in most of these
countries. The Company also is the world's largest distributor
and marketer of juice and juice-drink products.

The Company is one of numerous competitors in the commercial
beverages market. Of the approximately 48 billion beverage
servings of all types consumed worldwide every day, beverages
bearing the Company's trademarks ("Company Trademark Beverages")
account for approximately one billion.

The business of the Company is nonalcoholic beverages --
principally soft drinks but also a variety of noncarbonated
beverages. As used in this report, the term "soft drinks" refers
to nonalcoholic carbonated beverages containing flavorings and
sweeteners, excluding flavored waters and carbonated or
noncarbonated teas, coffees and sports drinks.

The Company's operating management structure consists of five
geographic groups plus The Minute Maid Company. The geographic
groups are the Africa Group; the Greater Europe Group; the Latin
America Group; the Middle and Far East Group; and the North
America Group. The Minute Maid Company is an operating group of
the Company that produces, distributes and markets principally
juice and juice-drink products.

Of the Company's consolidated net operating revenues and
operating income for each of the past three years, excluding
corporate operations, the percentage represented by geographic
area (inclusive of The Minute Maid Company, which is primarily
included in the North America Group) is as follows:

Greater Latin Middle North
Africa Europe America and Far America
East
------ ------- ------- ------- -------
Net Operating
Revenues{1}
1997 3% 29% 11% 23% 34%
1996 3% 32% 11% 22% 32%
1995 3% 33% 11% 22% 31%

Operating Income{1}
1997 3% 27% 18% 28% 24%
1996 3% 28% 18% 30% 21%
1995 4% 28% 18% 31% 19%

The Company manufactures and sells soft drink and
noncarbonated beverage concentrates and syrups, including
fountain syrups, some finished beverages, and certain juice and
juice-drink products. Syrups are composed of sweetener, water
and flavoring concentrate. The concentrates and syrups for
bottled and canned beverages are sold by the Company to
authorized bottling and canning operations. The bottlers or
canners of soft drink products either combine the syrup with
carbonated water or combine the concentrate with sweetener, water
and carbonated water to produce finished soft drinks. The
finished soft drinks are packaged in authorized containers
bearing the Company's trademarks -- cans, refillable and non-
refillable glass and plastic bottles -- for

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{1} See Note 15 to the Consolidated Financial Statements, on
page 60 of the Company's Annual Report to Share Owners for the
year ended December 31, 1997, incorporated herein by reference.

sale to retailers or, in some cases, wholesalers. Fountain
syrups are manufactured and sold by the Company, principally in
the United States, to authorized fountain wholesalers and some
fountain retailers. (Outside the United States, fountain syrups
typically are manufactured by authorized bottlers from
concentrates sold to them by the Company.) Authorized fountain
wholesalers (including certain authorized bottlers) sell fountain
syrups to fountain retailers. The fountain retailers use
dispensing equipment to mix the syrup with carbonated or still
water and then sell finished soft drinks or noncarbonated
beverages to consumers in cups and glasses. Finished beverages
manufactured by the Company are sold by it to authorized bottlers
or distributors, who in turn sell these products to retailers or,
in some cases, wholesalers. Both directly and through a network
of brokers, juice and juice-drink products are sold by the
Company to retailers and wholesalers in North America and in
addition, to a limited extent, are distributed outside North
America.

The Company's beverage products, including bottled and canned
beverages produced by independent and Company-owned bottling and
canning operations, as well as concentrates and syrups, include
Coca-Cola, Coca-Cola classic, caffeine free Coca-Cola, caffeine
free Coca-Cola classic, diet Coke (sold under the trademark
Coca-Cola light in many countries outside the United States),
caffeine free diet Coke, Cherry Coke, diet Cherry Coke, Fanta
brand soft drinks, Sprite, diet Sprite, Mr. PiBB, Mello Yello,
TAB, Fresca, Barq's root beer and other flavors, Surge, Citra,
POWERaDE, Fruitopia, Minute Maid flavors, Saryusaisai, Aquarius,
Bonaqa, Lift and other products developed for specific countries,
including Georgia brand ready-to-drink coffees, and numerous
other brands. The Minute Maid Company, with operations primarily
in the United States and Canada, produces, distributes and
markets principally juice and juice-drink products, including
Minute Maid brand products; Five Alive brand refreshment
beverages; Bright & Early brand breakfast beverages; Bacardi
brand tropical fruit mixers (manufactured and marketed under a
license from Bacardi & Company Limited); and Hi-C brand ready-to-
serve fruit drinks. Additionally, Coca-Cola Nestle Refreshments,
the Company's joint venture with Nestle S.A., markets ready-to-
drink teas and coffees in certain countries.

In 1997, concentrates and syrups for beverages bearing the
trademark "Coca-Cola" or including the trademark "Coke" accounted
for approximately 68% of the Company's total gallon shipments{2} of
beverage concentrates and syrups. (Physical units of concentrate
have been converted to their equivalents in gallons of syrup in
all cases in this report where reference is made to "gallons" or
"gallon shipments" of beverage concentrates and syrups.)

In 1997, approximately 29% of the Company's total gallon
shipments of beverage concentrates and syrups were in the United
States. In 1997, the Company's principal markets outside the
United States, based on gallon shipments of beverage concentrates
and syrups, were Mexico, Brazil, Japan and Germany, which
together accounted for approximately 26% of the Company's total
gallon shipments.

In the United States, in 1997 the Company made approximately
65% of its total United States gallon shipments of beverage
concentrates and syrups ("U.S. gallon shipments") to
approximately 111 authorized bottler ownership groups in
approximately 398 licensed territories. Those bottlers prepare
and sell finished beverages bearing the Company's trademarks for
the food store and vending machine distribution channels and for
other distribution channels supplying home and on-premise
consumption. The remaining 35% of 1997 U.S. gallon shipments was
attributable to fountain syrups sold to fountain retailers and to
approximately 836 authorized fountain wholesalers, some of whom
are authorized bottlers. These fountain wholesalers in turn sell
the syrups or deliver them on the Company's behalf to restaurants
and other fountain retailers. Coca-Cola Enterprises Inc.
("Coca-Cola Enterprises") and its bottling subsidiaries and
divisions accounted for approximately 48% of the

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{2} The Company measures sales volume in two ways: (1) gallon
shipments of concentrates and syrups and (2) unit cases of
finished product. Gallon shipments represent the primary
business of the Company and measure the volume of concentrates
and syrups sold by the Company to the Coca-Cola bottling system.
Most of the Company's revenues are based on this measure of
"wholesale" activity. The Company also measures volume in unit
cases, which represent the amount of finished product the
Coca-Cola bottling system sells to retail customers. The
Company believes unit case volume more accurately measures the
underlying strength of its business system because it measures
trends at the retail level. The Company includes fountain
syrups sold directly to its customers in both measures.

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Company's U.S. gallon shipments in 1997. The Company holds an
ownership interest of approximately 44% in Coca-Cola Enterprises,
which is the world's largest bottler of Company Trademark
Beverages.

In addition to conducting its own independent advertising and
marketing activities, the Company may choose to provide
promotional and marketing services and/or funds and consultation
to its bottlers and to fountain and bottle/can retailers. Also
on a discretionary basis, the Company may develop and introduce
new products, packages and equipment to assist its bottlers,
fountain syrup wholesalers and fountain beverage retailers.

The profitability of the Company's business outside the
United States is subject to many factors, including governmental
trade regulations and monetary policies, economic and political
conditions in the countries in which such business is conducted
and the risk of changes in currency exchange rates and
regulations.

BOTTLER'S AGREEMENTS AND DISTRIBUTION AGREEMENTS

Separate contracts ("Bottler's Agreements") between the
Company and each of its bottlers regarding the manufacture and
sale of soft drinks, subject to specified terms and conditions
and minor variations, generally authorize the bottler to prepare
particular designated Company Trademark Beverages, to package the
same in particular authorized containers, and to distribute and
sell the same in (but generally only in) an identified territory.
The bottler is obligated to purchase its entire requirement of
concentrates or syrups for the designated Company Trademark
Beverages from the Company or other authorized suppliers. The
Company typically agrees to refrain from selling or distributing
or from authorizing third parties to sell or distribute the
designated Company Trademark Beverages throughout the identified
territory in the particular authorized containers; however, the
Company typically reserves for itself or its designee the right
(i) to prepare and package such beverages in such containers in
the territory for sale outside the territory and (ii) to prepare,
package, distribute and sell such beverages in the territory in
any other manner or form.

The Bottler's Agreements between the Company and its
authorized bottlers in the United States differ in certain
respects from those in the other countries in which Company
Trademark Beverages are sold. As hereinafter discussed, the
principal differences involve the duration of the agreements; the
inclusion or exclusion of canned beverage production rights; the
inclusion or exclusion of authorizations to manufacture and
distribute fountain syrups; in some cases, the degree of
flexibility on the part of the Company to determine the pricing
of syrups and concentrates; and the extent, if any, of the
Company's obligation to provide marketing support.

OUTSIDE THE UNITED STATES. The Bottler's Agreements between
the Company and its authorized bottlers outside the United States
generally are of stated duration, subject in some cases to
possible extensions or renewals of the term of the contract.
Generally, these contracts are subject to termination by the
Company following the occurrence of certain designated events,
including defined events of default and certain changes in
ownership or control of the bottler.

In certain parts of the world outside the United States, the
Company has not granted canned beverage production rights to the
bottlers. In such instances, the Company or its designee
typically sells canned Company Trademark Beverages to the
bottlers for sale and distribution throughout the designated
territory under can distribution agreements, often on a non-
exclusive basis. A majority of the Bottler's Agreements in force
between the Company and bottlers outside the United States
authorize the bottler to manufacture and distribute fountain
syrups, usually on a non-exclusive basis.

The Company generally has complete flexibility to determine
the price and other terms of sale of concentrates and syrups to
bottlers outside the United States and, although in its
discretion it may determine to do so, the Company typically has
no obligation under such Bottler's Agreements to provide
marketing support to the bottlers.

WITHIN THE UNITED STATES. In the United States, with certain
very limited exceptions, the Company's Bottler's Agreements for
cola-flavored beverages have no stated expiration date and the
contracts for other flavors are of stated duration, subject to
bottler renewal rights. The Bottler's Agreements in the United
States are subject to termination by the Company for
nonperformance or upon the occurrence of certain defined events
of default which

3

may vary from contract to contract. The hereinafter
described "1987 Contract" is terminable by the Company upon the
occurrence of certain events including: (1) the bottler's
insolvency, dissolution, receivership or the like; (2) any
disposition by the bottler or any of its subsidiaries of any
voting securities of any bottler subsidiary without the consent
of the Company; (3) any material breach of any obligation of the
bottler under the 1987 Contract; or (4) except in the case of
certain bottlers, if a person or affiliated group acquires or
obtains any right to acquire beneficial ownership of more than
10% of any class or series of voting securities of the bottler
without authorization by the Company.

Under the terms of the Bottler's Agreements, bottlers in the
United States are authorized to manufacture and distribute
Company Trademark Beverages in bottles and cans, but generally
are not authorized to manufacture fountain syrups. Rather, the
Company manufactures and sells fountain syrups to approximately
836 authorized fountain wholesalers (including certain authorized
bottlers) and some fountain retailers. The wholesalers in turn
sell the syrups or deliver them on the Company's behalf to
restaurants and other retailers. The wholesaler typically acts
as such pursuant to a non-exclusive annual letter of appointment
which neither restricts the pricing of fountain syrups by the
Company nor the territory in which the wholesaler may resell in
the United States.

In the United States, the form of Bottler's Agreement for
cola-flavored soft drinks that covers the largest amount of U.S.
volume (the "1987 Contract") gives the Company complete
flexibility to determine the price and other terms of sale of
soft drink concentrates and syrups for cola-flavored Company
Trademark Beverages ("Coca-Cola Trademark Beverages") and other
Company Trademark Beverages. Bottlers operating under the 1987
Contract accounted for approximately 76% of the Company's total
United States gallon shipments for bottled and canned beverages
("U.S. bottle/can gallon shipments") in 1997. Certain other
forms of the U.S. Bottler's Agreement, entered into prior to
1987, provide for soft drink concentrates or syrups for certain
Coca-Cola Trademark Beverages to be priced pursuant to a stated
formula. The oldest such form of contract, applicable to
bottlers accounting for approximately 1% of U.S. bottle/can
gallon shipments in 1997, provides for a fixed price for
Coca-Cola syrup used in bottles and cans, subject to quarterly
adjustments to reflect changes in the quoted price of sugar.
Bottlers accounting for the remaining approximately 23% of U.S.
bottle/can gallon shipments in 1997 have contracts for certain
Coca-Cola Trademark Beverages with pricing formulas generally
providing for a baseline price that may be adjusted periodically
by the Company, up to a maximum indexed ceiling price, and that
is adjusted quarterly based upon changes in certain sugar or
sweetener prices, as applicable.

Standard contracts with bottlers in the United States for the
sale of concentrates and syrups for non-cola-flavored soft drinks
in bottles and cans permit flexible pricing by the Company.

Under the 1987 Contract, the Company has no obligation to
participate with bottlers in expenditures for advertising and
marketing, but may, at its discretion, contribute toward such
expenditures and undertake independent or cooperative advertising
and marketing activities. Some U.S. Bottler's Agreements that
pre-date the 1987 Contract impose certain marketing obligations
on the Company with respect to certain Company Trademark
Beverages.

SIGNIFICANT EQUITY INVESTMENTS AND COMPANY BOTTLING OPERATIONS

The Company has business relationships with three types of
bottlers: (1) independently owned bottlers, in which the Company
has no ownership interest; (2) bottlers in which the Company has
invested and has a noncontrolling ownership interest; and
(3) bottlers in which the Company has invested and has a
controlling ownership interest. In 1997, independently owned
bottling operations produced and distributed approximately 37% of
the Company's worldwide unit case volume;{3} cost or equity method
investee bottlers in which the Company owns

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{3} As used in this report, the term "unit case" means a unit of
measurement equal to 192 U.S. fluid ounces of finished beverage
(24 eight-ounce servings); and "unit case volume" of the Company,
which refers to the number of unit cases sold by bottlers of
Company Trademark Beverages to customers, includes Company
products (excluding products distributed by The Minute Maid
Company) reported as gallon shipments, and certain other key
products owned by such bottlers.

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a noncontrolling ownership interest produced and distributed
approximately 50% of such worldwide unit case volume; and
controlled and consolidated bottling and fountain operations
produced and distributed approximately 13% of such worldwide unit
case volume.

The Company makes equity investments in selected bottling
operations with the intention of maximizing the strength and
efficiency of the Coca-Cola business system's 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 shipments for the Company's concentrate
business. When this occurs, both the Company and the bottlers
benefit from long-term growth in volume, improved cash flows and
increased share-owner value.

The level of the Company's investment generally depends on
the bottler's capital structure and its available resources at
the time of the investment. In certain situations, it can
further the Company's business interests to acquire a controlling
interest in a bottling operation. Although not the Company's
primary long-term business strategy, owning a controlling
interest may compensate for limited local resources, help focus
the bottler's sales and marketing programs, assist in the
development of the bottler's business and information systems,
and assist in the establishment of appropriate capital
structures. In 1997, the Company purchased the bottling assets
of three bottlers of the Company's beverage products in South
Korea. By providing capital and marketing expertise to newly
acquired bottlers, the Company seeks to strengthen their ability
to deliver Company Trademark Beverages to customers and
consumers.

In line with its long-term bottling strategy, the Company
periodically considers options for reducing its ownership
interest in a consolidated bottler. One option for reducing the
Company's ownership interest is to combine the Company's bottling
interests with the bottling interests of others to form strategic
business alliances. Another option is to sell the Company's
interest in a consolidated bottling operation to one of the
Company's noncontrolled equity investee bottlers. In both of
these situations, the Company continues participating in the
previously consolidated bottler's earnings through its portion of
the equity investee's income.

In 1996, a German anchor bottler, Coca-Cola
Erfrischungsgetraenke A.G. ("CCEAG"), was established through the
merger of the Company's then wholly owned east German bottler
with three independent bottlers. In 1997, the Company's
remaining consolidated bottling operation in Germany, Coca-Cola
Rhein-Ruhr, was merged into CCEAG. The Company through a German
subsidiary now owns a 45% interest in CCEAG.

Also in 1996, the Company combined its bottling interests in
Venezuela with the Cisneros Group's bottling companies to form a
new joint venture, Embotelladora Coca-Cola y Hit de Venezuela,
S.A. ("Coca-Cola y Hit"). In 1997, the Company and the Cisneros
Group sold their respective interests in Coca-Cola y Hit to
Panamerican Beverages, Inc. ("Panamco") in exchange for shares of
Panamco stock. At the completion of this transaction, the
Company had an ownership interest in Panamco of approximately 23%
and began accounting for its investment by the equity method.

In cases where the Company's investments in bottlers
represent noncontrolling interests, the Company's intention is to
provide expertise and resources to strengthen those businesses.
In particular, the Company seeks to improve sales and marketing
programs, assist in the development of effective business and
information systems and help establish appropriate capital
structures. During 1997 the Company increased its interest in
Embotelladora Andina S.A., a bottler headquartered in Chile, from
approximately 6% to approximately 11%; its interest in
Embotelladoras Polar S.A., another bottler headquartered in
Chile, from approximately 17% to approximately 19%; and its
interest in Grupo Continental, S.A., a bottler in Mexico, from
approximately 18% to approximately 20%.

Certain bottling operations in which the Company has a
noncontrolling ownership interest are designated as "anchor
bottlers" due to their level of responsibility and performance.
Anchor bottlers are strongly committed to their own profitable
growth which, in turn, helps the Company meet its strategic goals
and furthers the interests of its worldwide production,
distribution and marketing systems. Anchor bottlers tend to be
large and geographically diverse with strong financial and
management resources. In 1997, the Company's anchor bottlers
produced and

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distributed approximately 38% of the Company's worldwide unit
case volume. As of the date of this report, nine companies are
designated as anchor bottlers, providing the Company with strong
partners on every major continent.

Coca-Cola Nordic Beverages ("CCNB"), a joint venture in which
Carlsberg A/S will own a 51% interest and the Company will own a
49% interest, was designated as an anchor bottler in 1997. CCNB
has bottling operations in Denmark and Sweden. Also in 1997, the
Company sold to Coca-Cola Enterprises the Company's 49% interest
in Coca-Cola & Schweppes Beverages Ltd., a bottler in Great
Britain; its 48% interest in Coca-Cola Beverages Ltd. of Canada;
and its 49% interest in The Coca-Cola Bottling Company of New
York, Inc. In addition, in 1997 the Company and San Miguel
Corporation sold Coca-Cola Bottlers Philippines, Inc. to
Coca-Cola Amatil Limited in exchange for shares of Coca-Cola
Amatil Limited stock.

The Company has substantial equity positions in approximately
42 unconsolidated bottling, canning and distribution operations
for its products worldwide, including bottlers representing
approximately 54% of the Company's total U.S. unit case volume in
1997. Of these, significant equity method investee bottlers
include those hereinafter described.

COCA-COLA ENTERPRISES INC. The Company's ownership interest
in Coca-Cola Enterprises is approximately 44%. Coca-Cola
Enterprises is the world's largest bottler of the Company's
beverage products. In 1997, net sales of concentrates and syrups
by the Company to Coca-Cola Enterprises were approximately $2.5
billion, or approximately 13% of the Company's net operating
revenues. Coca-Cola Enterprises also purchases high fructose
corn syrup through the Company; however, related collections from
Coca-Cola Enterprises and payments to suppliers are not included
in the Company's consolidated statements of income. Coca-Cola
Enterprises estimates that the territories in which it markets
beverage products to retailers (which include portions of 44
states, the District of Columbia, the U.S. Virgin Islands,
Canada, Great Britain, the Netherlands, France and Belgium)
contain approximately 64% of the United States population, 94% of
the population of Canada, 97% of the population of Great Britain,
100% of the populations of the Netherlands and Belgium and 92% of
the population of France.

In 1997, approximately 65% of the unit case volume of
Coca-Cola Enterprises (excluding products in post-mix (fountain)
form) was Coca-Cola Trademark Beverages, approximately 24% of its
unit case volume was other Company Trademark Beverages, and
approximately 11% of its unit case volume was beverage products
of other companies. Coca-Cola Enterprises' net sales of beverage
products were approximately $11.3 billion in 1997.

COCA-COLA AMATIL LIMITED ("COCA-COLA AMATIL"). In 1997, the
Company and San Miguel Corporation sold their respective
interests in Coca-Cola Bottlers Philippines, Inc. to Coca-Cola
Amatil in exchange for approximately 293 million shares in
Coca-Cola Amatil. In connection with this transaction, Coca-Cola
Amatil issued to San Miguel Corporation approximately 210 million
shares. This transaction resulted in the Company's ownership
interest in Coca-Cola Amatil being diluted from approximately 36%
to approximately 33%. Coca-Cola Amatil is the largest bottler of
the Company's beverage products in Australia and also has
bottling and distribution rights, through direct ownership or
joint ventures, in New Zealand, Fiji, Austria, Hungary, Papua New
Guinea, the Czech and Slovak Republics, Indonesia, Belarus,
Slovenia, Ukraine, Poland, Switzerland, Romania, Bosnia-
Herzegovina, Croatia and the Philippines. Net concentrate sales
by the Company to Coca-Cola Amatil were approximately U.S.$588
million in 1997. Coca-Cola Amatil estimates that the territories
in which it markets beverage products contain approximately 99%
of the population of Australia, 100% of the populations of New
Zealand, Fiji, Austria, Switzerland, Poland, Hungary, Croatia,
the Czech and Slovak Republics, Belarus, Slovenia, Ukraine and
the Philippines, 83% of the population of Papua New Guinea, 97%
of the population of Indonesia, 46% of the population of Romania
and 74% of the population of Bosnia-Herzegovina.

In 1997, Coca-Cola Amatil's net sales of beverage products
were approximately U.S.$3.3 billion. In 1997, approximately 62%
of the unit case volume of Coca-Cola Amatil was Coca-Cola
Trademark Beverages, approximately 31% of its unit case volume
was other Company Trademark Beverages, approximately 4% of its
unit case volume was beverage products of Coca-Cola Amatil and
approximately 3% of its unit case volume was beverage products of
other companies.

6

PANAMERICAN BEVERAGES, INC. ("PANAMCO"). As of the date of
this report, the Company owns an equity interest of approximately
24% in Panamco, a Panamanian holding company with bottling
subsidiaries operating in a substantial part of central Mexico
(excluding Mexico City), greater Sao Paulo, Campinas and Santos,
Brazil, most of Colombia, and all of Costa Rica, Venezuela and
Nicaragua. Panamco estimates that the territories in which it
markets beverage products contain approximately 19% of the
population of Mexico, 15% of the population of Brazil, 97% of the
population of Colombia and 100% of the populations of Costa Rica,
Venezuela and Nicaragua.

In 1997, Panamco's net sales of beverage products were
approximately U.S.$2.5 billion. In 1997, approximately 72% of
the unit case volume of Panamco was Coca-Cola Trademark
Beverages, approximately 26% of its unit case volume was other
Company Trademark Beverages and approximately 2% of its unit case
volume was beverage products of Panamco or other companies.

COCA-COLA FEMSA, S.A. DE C.V. ("COCA-COLA FEMSA"). The
Company owns a 30% equity interest in Coca-Cola FEMSA, a Mexican
holding company with bottling subsidiaries in the Valley of
Mexico, Mexico's southeastern region and Buenos Aires, Argentina.
During 1997, Coca-Cola FEMSA became the sole owner of its
Argentine subsidiary by purchasing the Company's 25% interest in
such subsidiary. Coca-Cola FEMSA estimates that the territories
in which it markets beverage products contain approximately 28%
of the population of Mexico and 29% of the population of
Argentina.

In 1997, Coca-Cola FEMSA's net sales of beverage products
were approximately U.S.$1.1 billion. In 1997, approximately 77%
of the unit case volume of Coca-Cola FEMSA was Coca-Cola
Trademark Beverages, approximately 22% of its unit case volume
was other Company Trademark Beverages, and approximately 1% of
its unit case volume was beverage products of other companies.

OTHER INTERESTS. Under the terms of the Coca-Cola Nestle
Refreshments ("CCNR") joint venture involving the Company, Nestle
S.A. and certain subsidiaries of Nestle S.A., the Company manages
CCNR's ready-to-drink tea business and Nestle S.A. manages CCNR's
ready-to-drink coffee business. The joint venture has sales in
the United States and approximately 33 other countries.

During 1996, The Minute Maid Company entered into a joint
venture agreement with Groupe Danone to produce, distribute and
sell premium refrigerated ready-to-serve fruit juice products
outside the United States and Canada, with an initial focus in
Europe and Latin America. The Minute Maid Company has a 50%
ownership interest in the joint venture. In 1997, the joint
venture launched Minute Maid Premium juices in France, Spain,
Portugal, Belgium and Luxembourg.

OTHER DEVELOPMENTS

In December 1997, the Company signed a letter of intent with
beverage company Pernod Ricard to purchase its Orangina brands
and, in France, three bottling operations and one concentrate
plant. The transaction, which is valued at approximately five
billion French francs, is subject to due diligence, execution of
definitive agreements and approval by applicable regulatory
authorities. Orangina is a carbonated orange soft drink,
containing orange juice and pulp. Other Orangina brands --
Orangina Light, Orangina Plus and Orangina Rouge -- are also
included in the transaction.

In February 1998, the Company announced a proposal for its
Company-owned bottling operations in northern and central Italy
to become part of a new publicly traded European anchor bottler
called Coca-Cola Beverages ("CCB"). CCB is planned to be formed
via a proposed spin-off by Coca-Cola Amatil of its European
operations. Additionally, it was announced that agreement in
principle has been reached for Company-owned bottling operations
in South Korea to be acquired by Coca-Cola Amatil, after the
proposed spin-off is completed.

Once the proposed spin-off of CCB has been completed, (1)
Company-owned bottling assets in northern and central Italy will
be acquired by CCB in exchange for CCB shares and cash in a
transaction valued at approximately U.S.$979 million and (2)
Company-owned bottling assets in South Korea will be acquired by
Coca-Cola Amatil in exchange for Coca-Cola Amatil shares in a
transaction valued at approximately U.S.$588 million. These
proposed

7

transactions are subject to certain conditions, including the
execution of definitive agreements and approvals by holders of
ordinary shares of Coca-Cola Amatil stock and applicable
regulatory authorities.

SEASONALITY

Soft drink and noncarbonated beverage sales are somewhat
seasonal, with the second and third calendar quarters accounting
for the highest sales volumes in the Northern Hemisphere. The
volume of sales in the beverages business may be affected by
weather conditions.

COMPETITION

The Company competes in the nonalcoholic beverages segment of
the commercial beverages industry. That segment is highly
competitive, consisting of numerous firms. These include firms
that compete, like the Company, in multiple geographical areas as
well as firms that are primarily local in operation. Competitive
products include carbonates, packaged water, juices and nectars,
fruit drinks and dilutables (including syrups and powdered
drinks), sports and energy drinks, coffee and tea, still drinks
and other beverages. Nonalcoholic beverages are sold to
consumers in both ready-to-drink and not-ready-to-drink form.

Most of the Company's beverages business currently is in soft
drinks, as that term is defined in this report. The soft drink
business, which is part of the nonalcoholic beverages segment, is
itself highly competitive. The Company is the leading seller of
soft drink concentrates and syrups in the world. Numerous firms,
however, compete in that business. These consist of a range of
firms, from local to international, that compete against the
Company in numerous geographical areas.

In many parts of the world in which the Company does
business, demand for soft drinks is growing at the expense of
other commercial beverages. Competitive factors with respect to
the Company's business include pricing, advertising and sales
promotion programs, product innovation, increased efficiency in
production techniques, the introduction of new packaging, new
vending and dispensing equipment and brand and trademark
development and protection.

RAW MATERIALS

The principal raw material used by the Company's business in
the United States is high fructose corn syrup, a form of sugar,
which is available from numerous domestic sources and is
historically subject to fluctuations in its market price. The
principal raw material used by the Company's business outside the
United States is sucrose. The Company has a specialized
sweetener procurement staff and has not experienced any
difficulties in obtaining its requirements. In the United States
and certain other countries, the Company has authorized the use
of high fructose corn syrup in syrup for Coca-Cola and other
Company Trademark Beverages for use in both fountain syrup and
finished beverages in bottles and cans.

Generally, raw materials utilized by the Company in its
business are readily available from numerous sources. However,
aspartame, which is usually used alone or in combination with
either saccharin or acesulfame potassium in the Company's low-
calorie soft drink products, is currently purchased by the
Company primarily from The NutraSweet Kelco Company, a subsidiary
of Monsanto Company, and from Holland Sweetener. Acesulfame
potassium is currently purchased from Hoechst Aktiengesellschaft.

With regard to juice and juice-drink products, the citrus
industry is subject to the variability of weather conditions, in
particular the possibility of freezes in central Florida, which
may result in higher prices and lower consumer demand for orange
juice throughout the industry. Due to the Company's long-
standing relationship with a supplier of high-quality Brazilian
orange juice concentrate, the supply of juice available that
meets the Company's standards is normally adequate to meet
demand.

8

PATENTS, TRADE SECRETS, TRADEMARKS AND COPYRIGHTS

The Company is the owner of numerous patents, copyrights and
trade secrets, as well as substantial know-how and technology
(herein collectively referred to as "technology"), which relate
to its products and the processes for their production, the
packages used for its products, the design and operation of
various processes and equipment used in its business and certain
quality assurance and financial software. Some of the technology
is licensed to suppliers and other parties. The Company's soft
drink and other beverage formulae are among the important trade
secrets of the Company.

The Company owns numerous trademarks which are very important
to its business. Depending upon the jurisdiction, trademarks are
valid as long as they are in use and/or their registrations are
properly maintained and they have not been found to have become
generic. Registrations of trademarks can generally be renewed
indefinitely as long as the trademarks are in use. The majority
of the Company's trademark license agreements are included in the
Company's bottler agreements. The Company has registered and
licenses the right to use its trademarks in conjunction with
certain merchandise other than soft drinks.

GOVERNMENTAL REGULATION

The production, distribution and sale in the United States of
many of the Company's products are subject to the Federal Food,
Drug and Cosmetic Act; the Occupational Safety and Health Act;
the Lanham Act; various environmental statutes; and various other
federal, state and local statutes regulating the production,
transportation, sale, safety, advertising, labeling and
ingredients of such products.

A California law requires that any person who exposes another
to a carcinogen or a reproductive toxicant must provide a warning
to that effect. Because the law does not define quantitative
thresholds below which a warning is not required, virtually all
food manufacturers are confronted with the possibility of having
to provide warnings on their food products due to the presence of
trace amounts of defined substances. Regulations implementing
the law exempt manufacturers from providing the required warning
if it can be demonstrated that the defined substances occur
naturally in the product or are present in municipal water used
to manufacture the product. The Company has assessed the impact
of the law and its implementing regulations on its soft drink
products and other products and has concluded that none of its
products currently requires a warning under the law. The Company
cannot predict whether, or to what extent, food industry efforts
to minimize the law's impact on foods will succeed; nor can the
Company predict what impact, either in terms of direct costs or
diminished sales, imposition of the law will have.

Bottlers of the Company's beverage products presently offer
non-refillable, recyclable containers in all areas of the United
States and Canada. Some such bottlers also offer refillable
containers, which are also recyclable, although overall U.S.
sales in refillable containers are relatively limited. Measures
have been enacted in various localities and states which require
that a deposit be charged for certain non-refillable beverage
containers. The precise requirements imposed by these measures
vary. Deposit proposals have been introduced in other states and
localities and in Congress, and the Company anticipates that
similar legislation may be introduced in the future at both the
state and the federal level.

All of the Company's facilities in the United States are
subject to federal, state and local environmental laws and
regulations. Compliance with these provisions has not had, and
the Company does not expect such compliance to have, any material
adverse effect upon the Company's capital expenditures, net
income or competitive position.

EMPLOYEES

As of December 31, 1997, the Company and its subsidiaries
employed approximately 29,500 persons, up from 26,000 in 1996.
Approximately 10,000 of these employees are located in the United
States. The Company, through its divisions and subsidiaries, has
entered into numerous collective bargaining agreements, and the
Company has no reason to believe it will not be able to
renegotiate any such agreements on satisfactory terms. The
Company believes that its relations with its employees are
generally satisfactory.

9

FINANCIAL INFORMATION ON GEOGRAPHIC AREAS

For financial information on operations in geographic areas,
see page 60 of the Annual Report to Share Owners for the year
ended December 31, 1997, which is incorporated herein by
reference.

ITEM 2. PROPERTIES

The Company's worldwide headquarters is located on a 35-acre
office complex in Atlanta, Georgia. The complex includes the
approximately 620,600 square foot headquarters building, the
approximately 869,500 square foot Coca-Cola USA building and the
approximately 263,800 square foot Coca-Cola Plaza building. Also
located in the complex are several other buildings, including the
technical and engineering facilities, learning center and the
Company's Reception Center. The Company leases approximately
278,100 square feet of office space at Ten Peachtree Place,
Atlanta, Georgia, owned by a joint venture of which an indirect
subsidiary of the Company is a partner. The Company also leases
approximately 219,000 square feet of office space at One Atlantic
Center, Atlanta, Georgia. The Company and its subsidiaries and
divisions have facilities for administrative operations,
manufacturing, processing, packaging, packing, storage and
warehousing throughout the United States.

The Company owns and operates 33 principal beverage
concentrate and/or syrup manufacturing plants located throughout
the world. The Company currently owns or holds a majority
interest in operations with 35 principal beverage bottling and
canning plants located outside the United States.

The Minute Maid Company, whose business headquarters is
located in Houston, Texas, occupies its own office building,
which contains approximately 330,000 square feet. The Minute
Maid Company operates six production facilities throughout the
United States and Canada and utilizes a system of contract
packers to produce and distribute certain products in areas where
The Minute Maid Company does not have its own manufacturing
centers or during periods when it experiences shortfalls in
manufacturing capacity.

The Company directly or through wholly owned subsidiaries
owns or leases additional real estate throughout the world,
including a wholly owned office and retail building at 711 Fifth
Avenue in New York, New York. This real estate is used by the
Company as office space, bottling, warehouse or retail operations
or, in the case of some owned property, is leased to others.

Management believes that the facilities for the production of
its products are suitable and adequate for the business conducted
therein, that they are being appropriately utilized in line with
past experience and that they have sufficient production capacity
for their present intended purposes. The extent of utilization
of such facilities varies based upon the seasonal demand for
product. While it is not possible to measure with any degree of
certainty or uniformity the productive capacity and extent of
utilization of these facilities, management believes that
additional production can be obtained at the existing facilities
by the addition of personnel and capital equipment and, in some
facilities, the addition of shifts of personnel or expansion of
such facilities. The Company continuously reviews its
anticipated requirements for facilities and, on the basis of that
review, may from time to time acquire additional facilities
and/or dispose of existing facilities.

ITEM 3. LEGAL PROCEEDINGS

On January 30, 1997, the Brazilian Federal Revenue Service
issued Notices of Assessment to Recofarma Industrias do Amazonas
Ltda. ("Recofarma"), an indirect wholly owned subsidiary of the
Company, for the period from January 1, 1992 to February 28,
1994. The assessments allege that Recofarma should have paid a
Brazilian excise tax on intra-company transfers of product
manufactured at its Manaus plant to its warehouse in Rio de
Janeiro. Assessments of tax, interest and penalties total
approximately $530 million as of the assessment date and accrue
interest from such date. The transfer of product from the plant
to the warehouse, which was discontinued in February 1994, was
the subject of a favorable advance ruling issued by the Federal
Revenue Service on September 24, 1990. In the Company's opinion,
the ruling has continuing effect and Recofarma's operations
conformed with the ruling. On March 3, 1997, Recofarma filed
appeals with the Brazilian Federal Revenue Service contesting the
assessments.

10

On September 30, 1997, the Rio de Janeiro Branch of the
Brazilian Federal Revenue Service dismissed the assessments
against Recofarma. This determination is subject to an automatic
ex officio appeal ("recurso ex-oficio") on the Federal Revenue
Service's behalf to the Taxpayers Council in Brazilia. This
appeal is currently pending.

In May 1993, the Company discovered that its Carolina, Puerto
Rico plant was unintentionally discharging, without a permit,
process wastewater to a stormwater sewer which ultimately
discharged to a surface waterbody. The Company immediately
remedied the unintentional discharge and reported it to
appropriate environmental agencies. The plant was sold in 1994;
however, the Company has agreed to retain any potential legal
liability resulting from the unintentional discharge. The
statutory maximum penalty which could be sought against the
Company is in excess of $100,000.

The Company is involved in various other legal proceedings.
The Company believes that any liability to the Company which may
arise as a result of these proceedings, including the proceedings
specifically discussed above, will not have a material adverse
effect on the financial condition of the Company and its
subsidiaries taken as a whole.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

11

ITEM X. EXECUTIVE OFFICERS OF THE COMPANY

The following are the executive officers of the Company:

M. Douglas Ivester, 50, is Chief Executive Officer and
Chairman of the Board of Directors of the Company. In
January 1985, Mr. Ivester was elected Senior Vice President
and Chief Financial Officer of the Company and served in that
capacity until June 1989, when he was appointed President of
the European Community Group of the International Business
Sector. He was appointed President of Coca-Cola USA in
August 1990, and was appointed President of the North America
Business Sector in September 1991. He served in the latter
capacity until April 1993 when he was elected Executive Vice
President of the Company and Principal Operating
Officer/North America. In July 1994, he was elected
President and Chief Operating Officer and a Director of the
Company. Mr. Ivester was elected to his current positions in
October 1997.

James E. Chestnut, 47, is Senior Vice President and Chief
Financial Officer of the Company. Mr. Chestnut joined the
Company in 1972 in London. In 1984, he was named Finance
Manager for the Philippine Region in Manila and, in 1987,
Manager of International Treasury Services, Pacific Group, in
Atlanta. He was named Finance Manager for the North Pacific
Division of the International Business Sector in 1989 before
being elected Vice President and Controller of the Company in
1993. He was elected to his current position in July 1994.

Jack L. Stahl, 44, is Senior Vice President of the Company
and President of the North America Group. In March 1985, Mr.
Stahl was named Manager, Planning and Business Development
and was appointed Assistant Vice President in April 1985. He
was elected Vice President and Controller in February 1988
and served in that capacity until he was elected Senior Vice
President and Chief Financial Officer in June 1989. He was
appointed to his current position in July 1994.

Douglas N. Daft, 54, is Senior Vice President of the
Company and President of the Middle and Far East Group. In
November 1984, Mr. Daft was appointed President of Coca-Cola
Central Pacific Ltd. In October 1987, he was appointed
Senior Vice President of the Pacific Group of the
International Business Sector. In January 1989, he was named
President of Coca-Cola (Japan) Company, Limited and President
of the North Pacific Division of the International Business
Sector. Effective 1991 he was elected Senior Vice President
of the Company and named President of the Pacific Group of
the International Business Sector. He was appointed to his
current position, effective January 1995.

Carl Ware, 54, is Senior Vice President of the Company and
President of the Africa Group. In 1979, Mr. Ware was
appointed Vice President, Special Markets, Coca-Cola USA. In
March 1982, he was appointed Vice President, Urban Affairs,
of the Company. He was elected Senior Vice President and
Director, Corporate External Affairs in 1986 and became
Deputy Group President of the Northeast Europe/Africa Group
of the International Business Sector in July 1991, a position
he held until he was named to his current position, effective
January 1993.

Timothy J. Haas, 51, is Senior Vice President of the
Company and President of the Latin America Group. Mr. Haas
was appointed Vice President, Sales, of Coca-Cola Foods in
1983 and Senior Vice President, Sales, of Coca-Cola Foods in
1985. In March 1991, he was appointed President and Chief
Executive Officer of Coca-Cola Foods. In April 1991, he was
elected Vice President of the Company. In 1995, he was named
Executive Vice President of the Latin America Group and
served in that capacity until he was appointed President of
the Latin America Group, effective January 1, 1997. He was
elected Senior Vice President in February 1997.

Ralph H. Cooper, 58, is Senior Vice President of the
Company and President and Chief Executive Officer of The
Minute Maid Company, formerly known as Coca-Cola Foods. Mr.
Cooper was appointed Senior Vice President of the Europe and
Africa Group in July 1984 and was named Senior Vice President
of Coca-Cola International and President of the Northwest
European Division in January 1989. He was elected Senior
Vice President of the Company and President of the European
Community Group of the International

12

Soft Drink Business Sector in August 1990. In January 1995,
he was named Executive Vice President of Coca-Cola Foods and
served in that capacity until he was appointed President and
Chief Executive Officer in July 1995.

William P. Casey, 57, is Senior Vice President of the
Company and President of the Greater Europe Group. In 1985,
Mr. Casey was appointed Executive Vice President, Bottler
Operations, Coca-Cola USA. In 1992, he was elected President
and Chief Executive Officer of Coca-Cola Beverages Ltd., a
Canadian company in which the Company held an interest. Mr.
Casey was elected to his current position in February 1998.

Joseph R. Gladden, Jr., 55, is Senior Vice President and
General Counsel of the Company. In October 1985, Mr. Gladden
was elected Vice President. He was named Deputy General
Counsel in October 1987 and served in that capacity until he
was elected Vice President and General Counsel in April 1990.
He was elected Senior Vice President in April 1991.

Sergio Zyman, 52, is Senior Vice President of the Company
and Chief Marketing Officer. Mr. Zyman first joined the
Company in 1979 and later served as Senior Vice President of
Marketing for Coca-Cola USA until 1986. After a seven year
absence from the Company, during which he acted as consultant
to different companies through Sergio Zyman & Co. and Core
Strategy Group, he returned to assume his current position in
August 1993.

Earl T. Leonard, Jr., 61, is Senior Vice President of the
Company with responsibility for Corporate Affairs. Mr.
Leonard was elected to his current position in April 1983.

Anton Amon, 54, is Senior Vice President of the Company
and Manager of the Company's Product Integrity Division. Dr.
Amon was named Senior Vice President of Coca-Cola USA in
1983. In 1988, he joined Coca-Cola Enterprises as Vice
President, Operations. In September 1989, Dr. Amon returned
to the Company as director, Corporate Quality Assurance. He
was elected Vice President in October 1989. He became
Manager, Product Integrity Division, in January 1992 and was
elected to his current position in July 1992.

George Gourlay, 56, is Senior Vice President of the
Company and Manager of the Technical Operations Division.
Mr. Gourlay was named Manager, Corporate Concentrate
Operations in 1986, named Assistant Vice President in 1988,
and was elected Vice President in 1989. Mr. Gourlay became
head of the Technical Operations Division in January 1992 and
was elected to his current position in July 1992.

All executive officers serve at the pleasure of the Board of
Directors.

There is no family relationship between any of the executive
officers of the Company.

13

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHARE-OWNER MATTERS

"Financial Review Incorporating Management's Discussion and
Analysis" on pages 33 through 41, "Selected Financial Data" for
the years 1996 and 1997 on page 42, "Stock Prices" on page 63 and
"Common Stock", "Stock Exchanges" and "Dividends" under the
heading "Share-Owner Information" on page 66 of the Company's
Annual Report to Share Owners for the year ended December 31,
1997, are incorporated herein by reference.

During the fiscal year ended December 31, 1997, no equity
securities of the Registrant were sold by the Registrant which
were not registered under the Securities Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA

"Selected Financial Data" for the years 1993 through 1997, on
pages 42 and 43 of the Company's Annual Report to Share Owners
for the year ended December 31, 1997, is incorporated herein by
reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

"Financial Review Incorporating Management's Discussion and
Analysis" on pages 33 through 41 of the Company's Annual Report
to Share Owners for the year ended December 31, 1997, is
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

"Financial Risk Management" on page 36 of the Company's Annual
Report to Share Owners for the year ended December 31, 1997, is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of the
Registrant and its subsidiaries, included in the Company's Annual
Report to Share Owners for the year ended December 31, 1997, are
incorporated herein by reference:

Consolidated Balance Sheets -- December 31, 1997 and 1996.

Consolidated Statements of Income -- Years ended December 31,
1997, 1996 and 1995.

Consolidated Statements of Cash Flows -- Years ended December
31, 1997, 1996 and 1995.

Consolidated Statements of Share-Owners' Equity -- Years
ended December 31, 1997, 1996 and 1995.

Notes to Consolidated Financial Statements.

Report of Independent Auditors.

"Quarterly Data (Unaudited)" on page 63 of the Company's
Annual Report to Share Owners for the year ended December 31,
1997, is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

14

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

For information on Directors of the Registrant, the
subsections under the heading "Election of Directors" entitled
"Board of Directors" and "Recommendation of the Board of
Directors Concerning the Election of Directors" on pages 2
through 5 and under the heading "Section 16(a) Beneficial
Ownership Reporting Compliance" on page 7 of the Company's Proxy
Statement for the Annual Meeting of Share Owners to be held April
15, 1998, is incorporated herein by reference. See Item X in
Part I hereof for information regarding executive officers of the
Registrant.

ITEM 11. EXECUTIVE COMPENSATION

The subsection under the heading "Election of Directors"
entitled "Committees of the Board of Directors; Meetings and
Compensation of Directors" on pages 8 through 10 and the portion
of the section entitled "Executive Compensation" set forth on
pages 11 through 17 and under the subsection "Compensation
Committee Interlocks and Insider Participation" on page 23 of the
Company's Proxy Statement for the Annual Meeting of Share Owners
to be held April 15, 1998, are incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The subsections under the heading "Election of Directors"
entitled "Ownership of Equity Securities in the Company" on pages
6 and 7 and "Principal Share Owners" on page 8, and the
subsection under the heading "Certain Investee Companies"
entitled "Ownership of Securities in Coca-Cola Enterprises" on
pages 24 and 25 of the Company's Proxy Statement for the Annual
Meeting of Share Owners to be held April 15, 1998, are
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The subsections under the heading "Election of Directors"
entitled "Committees of the Board of Directors; Meetings and
Compensation of Directors" and "Certain Transactions" on pages 8
through 10, the subsection under the heading "Executive
Compensation" entitled "Compensation Committee Interlocks and
Insider Participation" on page 23 and the section under the
heading "Certain Investee Companies" on pages 23 through 25 of
the Company's Proxy Statement for the Annual Meeting of Share
Owners to be held April 15, 1998, are incorporated herein by
reference.

15

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
FORM 8-K

(a) 1. Financial Statements

The following consolidated financial statements of The
Coca-Cola Company and subsidiaries, included in the
Registrant's Annual Report to Share Owners for the year
ended December 31, 1997, are incorporated by reference
in Part II, Item 8:

Consolidated Balance Sheets -- December 31, 1997 and
1996.

Consolidated Statements of Income -- Years ended December
31, 1997, 1996 and 1995.

Consolidated Statements of Cash Flows -- Years ended
December 31, 1997, 1996 and 1995.

Consolidated Statements of Share-Owners' Equity -- Years
ended December 31, 1997, 1996 and 1995.

Notes to Consolidated Financial Statements.

Report of Independent Auditors.

2. The following consolidated financial statement schedule of
The Coca-Cola Company and subsidiaries is included in Item 14(d):

Schedule II -- Valuation and Qualifying Accounts.

All other schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and, therefore, have
been omitted.

3.Exhibits

EXHIBIT NO.
- -----------

3.1 Certificate of Incorporation of the Registrant,
including Amendment of Certificate of Incorporation,
effective May 1, 1996 -- incorporated herein by reference
to Exhibit 3 of the Registrant's Form 10-Q Quarterly
Report for the quarter ended March 31, 1996. (With
regard to applicable cross references in this report,
the Company's Current, Quarterly and Annual Reports are
filed with the Securities and Exchange Commission under
File No. 1-2217.)

3.2 By-Laws of the Registrant, as amended and restated
through December 17, 1997.

4.1 The Registrant agrees to furnish to the Securities and
Exchange Commission, upon request, a copy of any
instrument defining the rights of holders of long-term
debt of the Registrant and all of its consolidated
subsidiaries and unconsolidated subsidiaries for which
financial statements are required to be filed with the
Securities and Exchange Commission.

10.1 The Key Executive Retirement Plan of the Registrant, as
amended -- incorporated herein by reference to
Exhibit 10.2 of the Registrant's Form 10-K Annual Report
for the year ended December 31, 1995.*

16

EXHIBIT NO.
- -----------

10.2 Supplemental Disability Plan of the Registrant, as
amended -- incorporated herein by reference to
Exhibit 10.3 of the Registrant's Form 10-K Annual Report
for the year ended December 31, 1991.*

10.3 Annual Performance Incentive Plan of the Registrant, as
amended -- incorporated herein by reference to
Exhibit 10.4 of the Registrant's Form 10-K Annual Report
for the year ended December 31, 1995.*

10.4.1 1987 Stock Option Plan of the Registrant, as amended
through October 17, 1996 -- incorporated herein by
reference to Exhibit 10.8.1 of the Registrant's
Form 10-K Annual Report for the year ended December 31,
1996.*

10.4.2 Resolutions, dated October 17, 1996, adopted by the
Compensation Committee of the Board of Directors of the
Registrant -- incorporated herein by reference to
Exhibit 10.8.2 of the Registrant's Form 10-K Annual
Report for the year ended December 31, 1996.*

10.4.3 Resolutions, dated October 17, 1996, adopted by the
Stock Option Subcommittee of the Compensation Committee
of the Board of Directors of the Registrant --
incorporated herein by reference to Exhibit 10.8.3 of
the Registrant's Form 10-K Annual Report for the year
ended December 31, 1996.*

10.5.1 1991 Stock Option Plan of the Registrant, as amended
through October 17, 1996 -- incorporated herein by
reference to Exhibit 10.9.1 of the Registrant's
Form 10-K Annual Report for the year ended December 31,
1996.*

10.5.2 Resolutions, dated October 17, 1996, adopted by the
Compensation Committee of the Board of Directors of the
Registrant -- incorporated herein by reference to
Exhibit 10.9.2 of the Registrant's Form 10-K Annual
Report for the year ended December 31, 1996.*

10.5.3 Resolutions, dated October 17, 1996, adopted by the
Stock Option Subcommittee of the Compensation Committee
of the Board of Directors of the Registrant --
incorporated herein by reference to Exhibit 10.9.3 of
the Registrant's Form 10-K Annual Report for the year
ended December 31, 1996.*

10.6 1983 Restricted Stock Award Plan of the Registrant, as
amended -- incorporated herein by reference to
Exhibit 10.11 of the Registrant's Form 10-K Annual
Report for the year ended December 31, 1991.*

10.7.1 1989 Restricted Stock Award Plan of the Registrant, as
amended through October 17, 1996 -- incorporated herein
by reference to Exhibit 10.11.1 of the Registrant's
Form 10-K Annual Report for the year ended December 31,
1996.*

10.7.2 Resolutions, dated October 17, 1996, adopted by the
Restricted Stock Subcommittee of the Compensation
Committee of the Board of Directors of the Registrant --
incorporated herein by reference to Exhibit 10.11.2 of
the Registrant's Form 10-K Annual Report for the year
ended December 31, 1996.*

10.8.1 Compensation Deferral & Investment Program of the
Registrant, as amended, including Amendment Number Four
dated November 28, 1995 -- incorporated herein by
reference to Exhibit 10.13 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1995.*

17

EXHIBIT NO.
- -----------

10.8.2 Amendment Number 5 to the Compensation Deferral &
Investment Program of the Registrant, effective as of
January 1, 1998.*

10.9 Special Medical Insurance Plan of the Registrant, as
amended -- incorporated herein by reference to
Exhibit 10.16 of the Registrant's Form 10-K Annual
Report for the year ended December 31, 1995.*

10.10.1 Supplemental Benefit Plan of the Registrant, as amended
-- incorporated herein by reference to Exhibit 10.17 of
the Registrant's Form 10-K Annual Report for the year
ended December 31, 1993.*

10.10.2 Amendment Number Five to the Supplemental Benefit Plan
of the Registrant -- incorporated herein by reference to
Exhibit 10.17.2 of the Registrant's Form 10-K Annual
Report for the year ended December 31, 1996.*

10.11 Retirement Plan for the Board of Directors of
Registrant, as amended -- incorporated herein by
reference to Exhibit 10.22 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1991.*

10.12 Deferred Compensation Plan for Non-Employee Directors of
the Registrant, adopted as of October 16, 1997.*

10.13 Deferred Compensation Agreement for Officers or Key
Executives of the Registrant -- incorporated herein by
reference to Exhibit 10.20 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1993.*

10.14 Long Term Performance Incentive Plan of the Registrant,
as amended February 16, 1994 -- incorporated herein by
reference to Exhibit 10.21 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1993.*

10.15 Executive Performance Incentive Plan of the Registrant,
as amended -- incorporated herein by reference to Exhibit
10.22 of the Registrant's Form 10-K Annual Report for
the year ended December 31, 1994.*

10.16 Form of United States Master Bottle Contract, as
amended, between the Registrant and Coca-Cola
Enterprises Inc. ("Coca-Cola Enterprises") or its
subsidiaries -- incorporated herein by reference to
Exhibit 10.24 of Coca-Cola Enterprises' Annual Report on
Form 10-K for the fiscal year ended December 30, 1988
(File No. 01-09300).

10.17 Letter Agreement dated March 15, 1989, between the
Registrant and Coca-Cola Enterprises regarding the
United States Master Bottle Contracts, as amended by
letter agreement dated December 18, 1991 -- incorporated
herein by reference to Exhibit 10.23 of Coca-Cola
Enterprises' Annual Report on Form 10-K for the fiscal
year ended December 31, 1991 (File No. 01-09300).

12.1 Computation of Ratios of Earnings to Fixed Charges for
the years ended December 31, 1997, 1996, 1995, 1994 and
1993.

13.1 Portions of the Registrant's 1997 Annual Report to Share
Owners expressly incorporated by reference herein:
Pages 33-61, 63, 66 and 67 (definitions of "Dividend
Payout Ratio," "Economic Profit," "Free Cash Flow," "Net
Debt and Net Capital," "Return on Capital," "Return on
Common Equity," "Total Capital" and "Total Market Value
of Common Stock").

18

EXHIBIT NO.
- -----------

21.1 List of subsidiaries of the Registrant as of
December 31, 1997.

23.1 Consent of Independent Auditors.

24.1 Powers of Attorney of Officers and Directors signing
this report.

27.1 Restated Financial Data Schedule for the year ended
December 31, 1995, submitted to the Securities and
Exchange Commission in electronic format.

27.2 Restated Financial Data Schedule for the year ended
December 31, 1996, submitted to the Securities and
Exchange Commission in electronic format.

27.3 Financial Data Schedule for the year ended December 31,
1997, submitted to the Securities and Exchange
Commission in electronic format.

99.1 Cautionary Statement Relative to Forward-Looking
Statements.

- -------------------

* Management contracts and compensatory plans and arrangements
required to be filed as exhibits pursuant to Item 14(c) of this
report.

(b) Reports on Form 8-K.

The Registrant filed a report on Form 8-K on October 24, 1997.

Item 5. Other Events -- At a special meeting of the Board of
Directors of the Registrant held on October 23, 1997,
the Board elected M. Douglas Ivester Chairman of the
Board and Chief Executive Officer of the Registrant.
The Registrant also announced that Mr. Ivester will
relinquish the office of President and that such office
will not be filled at this time.

Item 7. Financial Statements and Exhibits -- Exhibit 99: Press
release of the Registrant issued October 23, 1997.

(c) Exhibits -- The response to this portion of Item 14 is
submitted as a separate section of this report.

(d) Financial Statement Schedule -- The response to this portion
of Item 14 is submitted as a separate section of this report.

19

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

THE COCA-COLA COMPANY
(Registrant)

By: /s/ M. DOUGLAS IVESTER
----------------------
M. Douglas Ivester
Chairman, Board of Directors,
Chief Executive Officer
and a Director

Date: March 9, 1998

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.

/s/ M. DOUGLAS IVESTER *
- ----------------------- ---------------------
M. Douglas Ivester Cathleen P. Black
Chairman, Board of Directors, Director
Chief Executive
Officer and a Director
(Principal Executive Officer)

March 9, 1998 March 9, 1998

/s/ JAMES E. CHESTNUT *
- ----------------------- ---------------------
James E. Chestnut Warren E. Buffett
Senior Vice President and Chief Director
Financial Officer
(Principal Financial Officer)

March 9, 1998 March 9, 1998

/s/ GARY P. FAYARD *
- ----------------------- ----------------------
Gary P. Fayard Charles W. Duncan, Jr.
Vice President and Controller Director
(Principal Accounting Officer)

March 9, 1998 March 9, 1998

* *
- ----------------------- ---------------------
Herbert A. Allen Susan B. King
Director Director

March 9, 1998 March 9, 1998

* *
- ----------------------- ---------------------
Ronald W. Allen Donald F. McHenry
Director Director

March 9, 1998 March 9, 1998

20

* *
- ----------------------- ---------------------
Sam Nunn Peter V. Ueberroth
Director Director

March 9, 1998 March 9, 1998

* *
- ----------------------- ---------------------
Paul F. Oreffice James B. Williams
Director Director

March 9, 1998 March 9, 1998

*
- -----------------------
James D. Robinson III
Director

March 9, 1998

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

March 9, 1998

21

ANNUAL REPORT ON FORM 10-K

ITEM 14(d)

FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 1997
THE COCA-COLA COMPANY AND SUBSIDIARIES

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

THE COCA-COLA COMPANY AND SUBSIDIARIES
Year ended December 31, 1997
(in millions)

- ----------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ----------------------------------------------------------------------------------------

Additions
-------------------
(1) (2)
Balance at Charged to Charged Balance
Beginning of Costs and to Other Deductions at End
Description Period Expenses Accounts (Note 1) of Period
- ----------- ----------- ---------- -------- ---------- ---------

RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY
APPLY
Allowance for losses on:
Trade accounts receivable.. $ 30 $ 4 $ - $ 11 $ 23
Miscellaneous investments
and other assets........... 339 41 - 79 301
Deferred tax assets........ 18 3 - - 21
---- --- --- --- ----
$ 387 $ 48 $ - $ 90 $ 345
==== === === === ====

- -------------------------------
Note 1 - The amounts shown in Column D consist of the following:

Trade Miscellaneous Deferred
Accounts Investments Tax
Receivable and Other Assets Assets Total
---------- ---------------- -------- -----

Charge off of uncollectible accounts.. $ 4 $ - $ - $ 4
Write-off of impaired assets.......... - 65 - 65
Other transactions.................... 7 14 - 21
--- --- --- ---
$ 11 $ 79 $ - $ 90
=== === === ===

F-1

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

THE COCA-COLA COMPANY AND SUBSIDIARIES
Year ended December 31, 1996
(in millions)

- ----------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ----------------------------------------------------------------------------------------

Additions
-------------------
(1) (2)
Balance at Charged to Charged Balance
Beginning of Costs and to Other Deductions at End
Description Period Expenses Accounts (Note 1) of Period
- ----------- ------------ ---------- -------- ---------- ---------

RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY
APPLY
Allowance for losses on:
Trade accounts receivable.. $ 34 $ 9 $ - $ 13 $ 30
Miscellaneous investments
and other assets........... 55 287 - 3 339
Deferred tax assets........ 42 - - 24 18
---- ---- --- --- ----
$ 131 $ 296 $ - $ 40 $ 387
==== ==== === === ====

- ------------------------------
Note 1 - The amounts shown in Column D consist of the following:

Trade Miscellaneous Deferred
Accounts Investments Tax
Receivable and Other Assets Assets Total
---------- ---------------- -------- -----

Charge off of uncollectible accounts.. $ 6 $ - $ - $ 6
Foreign exchange adjustments.......... 1 - - 1
Other transactions.................... 6 3 24 33
--- --- --- ---
$ 13 $ 3 $ 24 $ 40
=== === === ====

F-2

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

THE COCA-COLA COMPANY AND SUBSIDIARIES
Year ended December 31, 1995
(in millions)

- ---------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ---------------------------------------------------------------------------------------

Additions
(1) (2)
Balance at Charged to Charged Balance
Beginning of Costs and to Other Deductions at End
Description Period Expenses Accounts (Note 1) of Period
- ----------- ------------ ---------- -------- ---------- ---------

RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY
APPLY
Allowance for losses on:
Trade accounts receivable.. $ 33 $ 15 $ - $ 14 $ 34
Miscellaneous investments
and other assets........... 79 5 - 29 55
Deferred tax assets........ 46 15 - 19 42
---- --- --- --- ----
$ 158 $ 35 $ - $ 62 $ 131
==== === === === ====

- -----------------------------
Note 1 - The amounts shown in Column D consist of the following:

Trade Miscellaneous Deferred
Accounts Investments Tax
Receivable and Other Assets Assets Total
---------- ---------------- -------- -----

Charge off of uncollectible accounts.. $ 13 $ 6 $ - $ 19
Foreign exchange adjustments.......... (1) - - (1)
Other transactions.................... 2 23 19 44
--- --- --- ---
$ 14 $ 29 $ 19 $ 62
=== === === ===

F-3

EXHIBIT INDEX

DESCRIPTION

EXHIBIT NO.
- -----------

3.1 Certificate of Incorporation of the Registrant,
including Amendment of Certificate of Incorporation,
effective May 1, 1996 - incorporated herein by reference
to Exhibit 3 of the Registrant's Form 10-Q Quarterly
Report for the quarter ended March 31, 1996. (With
regard to applicable cross references in this report,
the Company's Current, Quarterly and Annual Reports are
filed with the Securities and Exchange Commission under
File No. 1-2217.)

3.2 By-Laws of the Registrant, as amended and restated
through December 17, 1997.

4.1 The Registrant agrees to furnish to the Securities and
Exchange Commission, upon request, a copy of any
instrument defining the rights of holders of long-term
debt of the Registrant and all of its consolidated
subsidiaries and unconsolidated subsidiaries for which
financial statements are required to be filed with the
Securities and Exchange Commission.

10.1 The Key Executive Retirement Plan of the Registrant, as
amended - incorporated herein by reference to
Exhibit 10.2 of the Registrant's Form 10-K Annual Report
for the year ended December 31, 1995.*

10.2 Supplemental Disability Plan of the Registrant, as
amended - incorporated herein by reference to
Exhibit 10.3 of the Registrant's Form 10-K Annual Report
for the year ended December 31, 1991.*

10.3 Annual Performance Incentive Plan of the Registrant, as
amended - incorporated herein by reference to
Exhibit 10.4 of the Registrant's Form 10-K Annual Report
for the year ended December 31, 1995.*

10.4.1 1987 Stock Option Plan of the Registrant, as amended
through October 17, 1996 - incorporated herein by
reference to Exhibit 10.8.1 of the Registrant's
Form 10-K Annual Report for the year ended December 31,
1996.*

10.4.2 Resolutions, dated October 17, 1996, adopted by the
Compensation Committee of the Board of Directors of the
Registrant - incorporated herein by reference to
Exhibit 10.8.2 of the Registrant's Form 10-K Annual
Report for the year ended December 31, 1996.*

10.4.3 Resolutions, dated October 17, 1996, adopted by the
Stock Option Subcommittee of the Compensation Committee
of the Board of Directors of the Registrant -
incorporated herein by reference to Exhibit 10.8.3 of
the Registrant's Form 10-K Annual Report for the year
ended December 31, 1996.*

EXHIBIT NO.
- -----------

10.5.1 1991 Stock Option Plan of the Registrant, as amended
through October 17, 1996 - incorporated herein by
reference to Exhibit 10.9.1 of the Registrant's
Form 10-K Annual Report for the year ended December 31,
1996.*

10.5.2 Resolutions, dated October 17, 1996, adopted by the
Compensation Committee of the Board of Directors of the
Registrant - incorporated herein by reference to
Exhibit 10.9.2 of the Registrant's Form 10-K Annual
Report for the year ended December 31, 1996.*

10.5.3 Resolutions, dated October 17, 1996, adopted by the
Stock Option Subcommittee of the Compensation Committee
of the Board of Directors of the Registrant -
incorporated herein by reference to Exhibit 10.9.3 of
the Registrant's Form 10-K Annual Report for the year
ended December 31, 1996.*

10.6 1983 Restricted Stock Award Plan of the Registrant, as
amended - incorporated herein by reference to
Exhibit 10.11 of the Registrant's Form 10-K Annual
Report for the year ended December 31, 1991.*

10.7.1 1989 Restricted Stock Award Plan of the Registrant, as
amended through October 17, 1996 - incorporated herein
by reference to Exhibit 10.11.1 of the Registrant's
Form 10-K Annual Report for the year ended December 31,
1996.*

10.7.2 Resolutions, dated October 17, 1996, adopted by the
Restricted Stock Subcommittee of the Compensation
Committee of the Board of Directors of the Registrant -
incorporated herein by reference to Exhibit 10.11.2 of
the Registrant's Form 10-K Annual Report for the year
ended December 31, 1996.*

10.8.1 Compensation Deferral & Investment Program of the
Registrant, as amended, including Amendment Number Four
dated November 28, 1995 - incorporated herein by
reference to Exhibit 10.13 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1995.*

10.8.2 Amendment Number 5 to the Compensation Deferral &
Investment Program of the Registrant, effective as of
January 1, 1998.*

10.9 Special Medical Insurance Plan of the Registrant, as
amended - incorporated herein by reference to
Exhibit 10.16 of the Registrant's Form 10-K Annual
Report for the year ended December 31, 1995.*

10.10.1 Supplemental Benefit Plan of the Registrant, as amended
- incorporated herein by reference to Exhibit 10.17 of
the Registrant's Form 10-K Annual Report for the year
ended December 31, 1993.*

10.10.2 Amendment Number Five to the Supplemental Benefit Plan
of the Registrant - incorporated herein by reference to
Exhibit 10.17.2 of the Registrant's Form 10-K Annual
Report for the year ended December 31, 1996.*

2

EXHIBIT NO.
- -----------

10.11 Retirement Plan for the Board of Directors of
Registrant, as amended - incorporated herein by
reference to Exhibit 10.22 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1991.*

10.12 Deferred Compensation Plan for Non-Employee Directors of
the Registrant, adopted as of October 16, 1997.*

10.13 Deferred Compensation Agreement for Officers or Key
Executives of the Registrant - incorporated herein by
reference to Exhibit 10.20 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1993.*

10.14 Long Term Performance Incentive Plan of the Registrant,
as amended February 16, 1994 - incorporated herein by
reference to Exhibit 10.21 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1993.*

10.15 Executive Performance Incentive Plan of the Registrant,
as amended - incorporated herein by reference to Exhibit
10.22 of the Registrant's Form 10-K Annual Report for
the year ended December 31, 1994.*

10.16 Form of United States Master Bottle Contract, as
amended, between the Registrant and Coca-Cola
Enterprises Inc. ("Coca-Cola Enterprises") or its
subsidiaries - incorporated herein by reference to
Exhibit 10.24 of Coca-Cola Enterprises' Annual Report on
Form 10-K for the fiscal year ended December 30, 1988
(File No. 01-09300).

10.17 Letter Agreement dated March 15, 1989, between the
Registrant and Coca-Cola Enterprises regarding the
United States Master Bottle Contracts, as amended by
letter agreement dated December 18, 1991 - incorporated
herein by reference to Exhibit 10.23 of Coca-Cola
Enterprises' Annual Report on Form 10-K for the fiscal
year ended December 31, 1991 (File No. 01-09300).

12.1 Computation of Ratios of Earnings to Fixed Charges for
the years ended December 31, 1997, 1996, 1995, 1994 and
1993.

13.1 Portions of the Registrant's 1997 Annual Report to Share
Owners expressly incorporated by reference herein:
Pages 33-61, 63, 66 and 67 (definitions of "Dividend
Payout Ratio," "Economic Profit," "Free Cash Flow," "Net
Debt and Net Capital," "Return on Capital," "Return on
Common Equity," "Total Capital" and "Total Market Value
of Common Stock").

21.1 List of subsidiaries of the Registrant as of
December 31, 1997.

23.1 Consent of Independent Auditors.

24.1 Powers of Attorney of Officers and Directors signing
this report.

3

EXHIBIT NO.
- -----------

27.1 Restated Financial Data Schedule for the year ended
December 31, 1995, submitted to the Securities and
Exchange Commission in electronic format.

27.2 Restated Financial Data Schedule for the year ended
December 31, 1996, submitted to the Securities and
Exchange Commission in electronic format.

27.3 Financial Data Schedule for the year ended December 31,
1997, submitted to the Securities and Exchange
Commission in electronic format.

99.1 Cautionary Statement Relative to Forward-Looking
Statements.

- -------------------

* Management contracts and compensatory plans and arrangements
required to be filed as exhibits pursuant to Item 14(c) of this
report.

4