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July 14, 2005

Ms. Nili Shah

Division of Corporation Finance

Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

via fax (202) 772-9368

Re:          The
Coca-Cola Company

Form 10-K for
the fiscal year ended December 31, 2004

Dear Ms. Shah:

Thank you for
your phone call on Wednesday, July 6, 2005, regarding our response to the staff’s
comment letter dated April 27, 2005.  As
a follow up to our discussion, you requested certain additional information
with regard to our response to the staff’s Comment #4, relating to the
consideration of Coca-Cola FEMSA (“KOF”) in the context of FIN 46R.  The appendix to this letter contains the
Company’s responses to the staff.

If you have
any further questions, please do not hesitate to contact me.

  Regards,

  /s/ Mark
  Randazza

  Director of
  Accounting Research

1) Subordinated
Financial Support

You
requested the supporting calculation for the KO portion of KOF’s total
subordinated financial support.

The following table sets forth
how the Company calculated the amount of subordinated financial support provided
by KO as a percentage of KOF’s total equity, long-term debt and other forms of
subordinated financial support as of March 31, 2004 (the date of our assessment
for FIN 46R purposes).

  KO Portion

  $ in Millions

  Total KOF

  Equity

  1,568

  (1)

  3,951

  (3)

  Line of Credit

  250

  (2)

  250

  (2)

  Long-term Debt

  2,426

  (4)

  Total

  1,818

  6,627

  27.4

  %

  100

  %

(1)          Amount
represents the fair value of KO’s equity investment in KOF as of December 31, 2003
(total fair value of KOF’s outstanding equity multiplied by KO’s ownership
percentage of 39.6%).

(2)          Represents
amount committed under the standby line of credit between KO and KOF.  If the fair value of the net assets of KOF declines
significantly, the drawings under the line of credit may absorb some of the
losses (in the form of non-repayment).  Therefore,
this item is considered to be subordinated financial support.   As noted in our previous response dated June
10, 2005, the total amount committed under the line of credit has been included
in this calculation instead of the fair value of the line of credit resulting
in a conservative calculation of KO’s portion of KOF’s total subordinated
financial support.

(3)          Amount
represents the fair value of KOF’s outstanding equity as of December 31,
2003.  The balance as of December 31,
2003 was used as this was the most accurate information that the Company had
available to perform the assessment for FIN 46R purposes on March 31, 2004, and
additional information regarding the number of outstanding shares was not
available to perform a fair value calculation.

(4)          Amount
represents the book value of KOF’s long-term debt.  KOF’s long-term debt ranks on par with all
amounts, if any, outstanding under the KO line of credit.  Therefore, KOF’s long-term debt constitutes subordinated
financial support for FIN 46R purposes. The total amount of long-term debt shown
is equal to ‘Current maturities of long-term debt’ and ‘Long-term debt’
obtained from KOF’s 2003 Form 20-F.  According
to KOF’s 20-F, the book value of the debt was approximately equal to the fair value
of KOF’s debt and any differences between book value and fair value would not
have a meaningful impact on the calculation in the table above.  Additionally, notes payable and other current
bank debt was not considered significant to the calculation.

2)  Infrastructure Program with KOF

You
requested additional details surrounding the infrastructure program that the
Company has with KOF.  You also asked us
to specifically address whether the refund element of the program is subordinated
financial support.

KO participated in a refrigeration investment
program with KOF whereby KO contractually agreed to contribute a fixed amount
of upfront funding to KOF towards the purchase of refrigeration units.  This funding was to be earned by KOF based
upon the achievement of an established annual per case throughput over a
specified future time period.  A minimum annual
per case volume target for each unit was established within the contract, and in
the event that such annual volume commitment was not reached, KOF was obligated
to refund the unearned portion of the upfront funding to KO.  The Company considered the following facts in
concluding that it did not expect to absorb any significant losses as a result
of this program: a) the total amount of the upfront funding under the program
is not significant, b) KOF is a financially stable entity, c) KOF had a history
of earning the funds provided under this program, and d) KOF has never needed
to repay any funds related to this program in the past due to the achievement
of the volume targets.

The amount of the original
upfront funding for the refrigeration investment program between KO and KOF was
$40.1 million and was advanced to KOF over the five year period from 1995 to
2000.  Since the inception of this
program, KOF has never failed to meet the established annual minimum volume throughput
targets, and thus has never triggered a refund of any upfront funding.  Additionally, as of March 31, 2004, the date
of assessment for FIN 46R purposes, the unearned amount of upfront funding
provided to KOF with respect to this program was approximately $4.6 million.  This amount was not considered significant
for purposes of our FIN 46R assessment and would have no meaningful impact on
the calculation included in the table in question 1 above.  All unearned amounts under the program are
expected to be fully amortized by the end of 2005.

Unearned amounts, if any, that
may have to be repaid to KO under this program would be considered normal,
ordinary course of business accounts payable of KOF.  KO does not hold any security interest in the
infrastructure items purchased under the program.

Even at the time the Company
provided the greatest amount of upfront funding, the total amount of this
program would not have changed our conclusion with respect to the consideration
of KOF as reflected in the total subordinated financial support calculation
above.

3.  Accounts Payable Generated from Concentrate
Sales

You
requested that we explain whether the accounts payable generated from
concentrate sales are considered normal or subordinated accounts payable in the
context of KOF.

The bottling agreements between
KO and KOF govern the relationship between the parties.  These contracts do not contain any provisions
which would allow KOF to place accounts payable related to concentrate
purchases in any lower priority than other accounts payable incurred through
normal, ordinary course of business activities.  Therefore, KO’s rights would be the same as
any of KOF’s other trade creditors with respect to the satisfaction of the
accounts payable, in the event of liquidation of KOF.  The payment terms of these accounts payable
are 30 days for concentrate purchases made locally, and 80 days for concentrate
purchases sourced from a foreign country.
The longer credit terms for concentrate sourced from foreign countries
are to allow for adequate shipping time. Additionally, the amount of
outstanding payable from KOF to KO was approximately $29 million as of March
31, 2004, the date of assessment for FIN 46R purposes.