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ELECTION OF DIRECTORS

Roberto C. Goizueta served as Chairman and Chief Executive Officer of the Company from March 1, 1981, until his death on October 18, 1997. Mr. Goizueta guided the global Coca-Cola business system successfully through years of profound changes in competitive positions in the soft drink industry in key markets around the world. Under his 16-year leadership with his focus on the creation of value for the share owners, the Company's market value increased from $4 billion in 1981 to $145 billion at the time of his death.

Mr. Goizueta's term as a Director would have expired at the April 1998 meeting. Also, the term of Charles W. Duncan, Jr., a Director of the Company from 1964 to 1977 and since 1981, expires at the meeting. Mr. Duncan is ineligible for renomination because the By-Laws of the Company prohibit the nomination of any person who has attained the age of 71. Mr. Duncan, who will not stand for reelection, has been a private investor for more than the past five years. Mr. Duncan is a director of American Express Company, Newfield Exploration Co., Inc. and United Technologies Corporation.

Accordingly, the Board of Directors pursuant to the By-Laws of the Company, reduced the number of Directors from 14 to 13 at Mr. Goizueta's death, and has determined that the number of Directors of the Company will be reduced from 13 to 12, effective April 15, 1998, upon the expiration of Mr. Duncan's term.

The Directors are divided into three classes, each class serving for a period of three years, which has been the practice of the Company since 1945. The share owners elect approximately one-third of the members of the Board of Directors annually. As discussed above, Mr. Duncan's term will expire at the meeting and he will retire from the Board. The terms of Herbert A. Allen, James D. Robinson III and Peter V. Ueberroth will also expire at the meeting, and each has been nominated to stand for reelection at the meeting to hold office until the 2001 Annual Meeting of Share Owners and his successor is elected and qualified. Should any of these nominees become unable to serve for any reason, or for good cause will not serve, which is not anticipated, the Board of Directors may, unless the Board by resolution provides for a lesser number of Directors, designate substitute nominees. If that occurs, the persons named in the enclosed proxy will vote proxies that would otherwise be voted for all named nominees for the election of the substitute nominee or nominees.

RECOMMENDATION OF THE BOARD OF DIRECTORS CONCERNING THE ELECTION OF DIRECTORS

The Board of Directors of the Company recommends a vote for Herbert A. Allen, James D. Robinson 111 and Peter V. Ueberroth as Directors to hold office until the 2001 Annual Meeting of Share Owners and until their successors are elected and qualified.

JAMES D. ROBINSON III
New York, New York
Director since 1975
Age 62
Mr. Allen is President, Chief Executive Officer and Managing Director of Allen & Company Incorporated, a privately held investment banking firm, and has held these positions for more than the past five years.
Chairman of the Compensation Committee and a member of the Executive and Finance Committees of the Board of Directors of the Company.
JAMES D. ROBINSON III
New York, New York
Director since 1975
Age 62
is Chairman and Chief Executive Officer of RRE Investors, LLC, a private venture investment firm, and Chairman of Violy, Byorum & Partners Holdings, LLC, a private firm specializing in financial advisory and investment banking activities in Latin America. He previously served as Chairman and Chief Executive Officer of American Express Company from 1977 to 1993. He is a director of Bristol-Myers Squibb Company, Cambridge Technology Partners, First Data Corporation, Union Pacific Corporation and The Coleman Company, Inc.
Chairman of the Committee on Directors and a member of the Public Issues Review Committee of the Board of Directors of the Company
PETER V. UEBERROTH
Newport Beach, California
Director since 1986
Age 60
Mr. Ueberroth has been an investor and Managing Director of The Contrarian Group, Inc., a management company, since 1989. He is a director of Ambassadors International, Inc., CB Commercial Real Estate Services Group, Inc., Promus Hotel Corporation and Transamerica Corporation.
Member of the Audit Committee and the Compensation Committee (including its Restricted Stock and Stock Option Subcommittees) of the Board of Directors of the Company.

INCUMBENT DIRECTORS -- TERM EXPIRING 2000

RONALD W. ALLEN
Atlanta, Georgia
Director since 1991
Age 56
Mr. Allen is a consultant to and advisory director of Delta Air Lines, Inc., a major U.S. air transportation company. He retired as Delta's Chairman of the Board of Directors, President and Chief Executive Officer in July 1997, and had been its Chairman of the Board of Directors and Chief Executive Officer since 1987. He is a director of Aaron Rents, Inc.
Member of the Executive Committee and the Committee on Directors of the Board of Directors of the Company.
DONALD F. MCHENRY
Washington, D.C.
Director since 1981
Age 61
Mr. McHenry is Distinguished Professor in the Practice of Diplomacy at the School of Foreign Service, Georgetown University, and a principal owner and President of The IRC Group, LLC, a New York City and Washington, D.C. consulting firm. He has held these positions for more than the past five years. He is a director of AT&T Corporation, Bank of Boston Corporation, International Paper Company and SmithKline Beecham plc.
Chairman of the Public Issues Review Committee and a member of the Audit Committee and the Committee on Directors of the Board of Directors of the Company.
SAM NUNN
Atlanta, Georgia
Director since 1997
Age 59
Mr. Nunn has been a partner in the law firm of King & Spalding since January 1997. He served as a member of the United States Senate from 1972 through 1996. He is a director of General Electric Company, National Service Industries, Inc., Scientific-Atlanta, Inc., Texaco Inc. and Total System Services, Inc.
Member of the Executive and Finance Committees of the Board of Directors of the Company.
PAUL F. OREFFICE
Lake Tahoe, Nevada
Director since 1985
Age 70
Mr. Oreffice retired as Chairman of the Board of Directors of The Dow Chemical Company in 1992, which position he had held for more than five years. He is a director of CIGNA Corporation and Northern Telecom Limited.
Member of the Finance Committee and the Compensation Committee (including its Restricted Stock and Stock Option Subcommittees) and the Committee on Directors of the Board of Directors of the Company.
JAMES B. WILLIAMS
Atlanta, Georgia
Director since 1979
Age 64
Mr. Williams is Chairman of the Board of Directors and Chief Executive Officer of SunTrust Banks, Inc., a bank holding company, and has held these positions for more than the past five years. He is a director of Genuine Parts Company, Georgia-Pacific Corporation, Rollins, Inc., RPC, Inc. and Sonat Inc.
Chairman of the Finance Committee and a member of the Executive Committee of the Board of Directors of the Company.

INCUMBENT DIRECTORS -- TERM EXPIRING 1999

CATHLEEN P. BLACK
New York, New York
Director since 1993
Age 53
Ms. Black has been President, Hearst Magazines, a unit of The Hearst Corporation, a major media and communications company, since November 1995, and a director of The Hearst Corporation since January 1996. Until that time she served as President and Chief Executive Officer of Newspaper Association of America, a newspaper industry organization, since May 1991.She served as a Director of the Company from April 1990 to May 1991, and was again elected as a Director in October 1993. She is a director of International Business Machines Corporation.
Member of the Audit and Public Issues Review Committees of the Board of Directors of the Company.
WARREN E. BUFFETT
Omaha, Nebraska
Director since 1989
Age 67
Mr. Buffett is Chairman of the Board of Directors and Chief Executive Officer of Berkshire Hathaway Inc., a diversified holding company, and has held these positions for more than the past five years. He is also a director of The Gillette Company and The Washington Post Company.
Member of the Audit and Finance Committees of the Board of Directors of the Company.
M. DOUGLAS IVESTER
Atlanta, Georgia
Director since 1994
Age 50
Mr. Ivester was elected Chairman of the Board of Directors and Chief Executive Officer of the Company on October 23, 1997. He served as President, Chief Operating Officer and a Director of the Company from July 1994 to October 1997 and as President of the North America Business Sector of the Company from September 1991 until elected to the positions of Executive Vice President and Principal Operating Officer/North America effective April 1993. He is a director of Georgia-Pacific Corporation, SunTrust Bank, Atlanta and SunTrust Banks of Georgia, Inc.
Chairman of the Executive Committee of the Board of Directors of the Company.
SUSAN B. KING
Durham, North Carolina
Director since 1991
Age 57
Ms. King has been Leader in Residence, Hart Leadership Program, Sanford Institute of Public Policy, Duke University, a program for the development and advancement of leadership and management skills in the public and private sectors, since January 1995. She was Senior Vice President--Corporate Affairs of Corning Incorporated from March 1992 through April 1994, and served as President of Corning's Steuben Glass division from 1987 to March 1992. She is a director of Guidant Corporation.
Member of the Compensation Committee (including its Restricted Stock and Stock Option Subcommittees) and the Public Issues Review Committee of the Board of Directors of the Company.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors of the Company, upon the recommendation of the Audit Committee, has appointed the firm of Ernst & Young LLP to serve as independent auditors of the Company for the fiscal year ending December 31, 1998, subject to ratification of this appointment by the share owners of the Company. Ernst & Young LLP has served as independent auditors of the Company for many years and is considered by management of the Company to be well qualified. The Company has been advised by that firm that neither it nor any member thereof has any financial interest, direct or indirect, in the Company or any of its subsidiaries in any capacity.

One or more representatives of Ernst & Young LLP will be present at this year's Annual Meeting of Share Owners, will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of the votes cast by the holders of the shares of Company Common Stock voting in person or by proxy at the Annual Meeting of Share Owners. If the share owners should not ratify the appointment of Ernst & Young LLP, the Board of Directors will reconsider the appointment.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Dierctors of Company recommends a vote for the Proposal


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