================================================================================
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 2002
                                       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. 1-2217


                             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

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 (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                        Yes   X       No
                             ---          ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                        Yes   X       No
                             ---          ---

Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of the latest practicable date.

        Class of Common Stock           Outstanding at October 25, 2002
        ---------------------           -------------------------------
            $.25 Par Value                   2,479,112,703 Shares


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<PAGE>

                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                                     Index

                         Part I. Financial Information
                                                                   Page Number

Item 1. Financial Statements (Unaudited)

        Condensed Consolidated Statements of Income
           Three and nine months ended
           September 30, 2002 and 2001                                  3

        Condensed Consolidated Balance Sheets
           September 30, 2002 and December 31, 2001                     5

        Condensed Consolidated Statements of Cash Flows
           Nine months ended September 30, 2002 and 2001                7

        Notes to Condensed Consolidated Financial Statements            8

Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations                         25

Item 3. Quantitative and Qualitative Disclosures
           About Market Risk                                           40

Item 4. Controls and Procedures                                        40


                           Part II. Other Information

Item 1. Legal Proceedings                                              41

Item 6. Exhibits and Reports on Form 8-K                               42

                                       2

<PAGE>

Part I. Financial Information

Item 1. Financial Statements (Unaudited)

                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
                      (In millions except per share data)
<TABLE>
<CAPTION>

                                          Three Months Ended September 30,         Nine Months Ended September 30,
                                          --------------------------------         -------------------------------
                                               2002                2001                   2002              2001
                                            ----------          ----------             ----------        ---------
<S>                                         <C>                 <C>                    <C>               <C>

NET OPERATING REVENUES                      $    5,322          $    4,695             $   14,769        $  13,307
Cost of goods sold                               2,083               1,692                  5,404            4,616
                                            ----------          ----------             ----------        ---------
GROSS PROFIT                                     3,239               3,003                  9,365            8,691
Selling, administrative and
 general expenses                                1,694               1,692                  4,915            4,587
                                            ----------          ----------             ----------        ---------
OPERATING INCOME                                 1,545               1,311                  4,450            4,104

Interest income                                     46                  68                    156              227
Interest expense                                    52                  66                    156              234
Equity income (loss) - net                         113                 104                    350              167
Other income (loss) - net                          (62)                 26                   (292)              23
Gain on issuances of stock
 by equity investee                                  -                  91                      -               91
                                            ----------          ----------             ----------        ---------
INCOME BEFORE INCOME TAXES
AND CUMULATIVE EFFECT OF
ACCOUNTING CHANGE                                1,590               1,534                  4,508            4,378

Income taxes                                       429                 460                  1,256            1,313
                                            ----------          ----------             ----------        ---------
NET INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE                      1,161               1,074                  3,252            3,065

Cumulative effect of
 accounting change for SFAS
 No. 142, net of income taxes:
   Company operations                                -                   -                   (367)               -
   Equity investees                                  -                   -                   (559)               -
Cumulative effect of
accounting change for SFAS
 No. 133, net of income taxes                        -                   -                      -              (10)
                                            ----------          ----------             ----------        ---------
NET INCOME                                  $    1,161          $    1,074             $    2,326        $   3,055
                                            ==========          ==========             ==========        =========
BASIC NET INCOME PER SHARE:
 Before accounting change                   $      .47          $      .43             $     1.31        $    1.23
 Cumulative effect of
  accounting change                                  -                   -                   (.37)               -
                                            ----------          ----------             ----------        ---------
                                            $      .47          $      .43             $      .94        $    1.23
                                            ==========          ==========             ==========        =========
</TABLE>


                                       3
<PAGE>



                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
                      (In millions except per share data)

<TABLE>
<CAPTION>

                                          Three Months Ended September 30,         Nine Months Ended September 30,
                                          --------------------------------         -------------------------------
                                               2002                2001                   2002              2001
                                            ----------          ----------             ----------        ---------
<S>                                         <C>                 <C>                    <C>               <C>
DILUTED NET INCOME PER SHARE:
 Before accounting change                   $      .47          $      .43             $     1.31        $    1.23
 Cumulative effect of
  accounting change                                  -                   -                   (.37)               -
                                            ----------          ----------             ----------        ---------
                                            $      .47          $      .43             $      .94        $    1.23
                                            ==========          ==========             ==========        =========

DIVIDENDS PER SHARE                         $      .20          $      .18     $              .60        $     .54
                                            ==========          ==========             ==========        =========

AVERAGE SHARES OUTSTANDING                       2,479               2,488                  2,481            2,487

Effect of dilutive
 securities                                          3                   -                      2                -
                                            ----------          ----------             ----------        ---------
AVERAGE SHARES OUTSTANDING
 ASSUMING DILUTION                               2,482               2,488                  2,483            2,487
                                            ==========          ==========             ==========        =========

</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>


                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                        (In millions except share data)



                                   ASSETS

<TABLE>
<CAPTION>
                                           September 30,           December 31,
                                                2002                  2001
                                           -------------           ------------
<S>                                          <C>                     <C>


CURRENT
  Cash and cash equivalents                  $    2,647              $    1,866
  Marketable securities                             146                      68
                                             ----------              ----------
                                                  2,793                   1,934
  Trade accounts receivable, less
    allowances of $51 at September 30
    and $59 at December 31                        2,183                   1,882
  Inventories                                     1,287                   1,055
  Prepaid expenses and other assets               1,985                   2,300
                                             ----------              ----------
TOTAL CURRENT ASSETS                              8,248                   7,171
                                             ----------              ----------
INVESTMENTS AND OTHER ASSETS
  Equity method investments
     Coca-Cola Enterprises Inc.                     924                     788
     Coca-Cola Amatil Limited                       473                     432
     Coca-Cola Hellenic Bottling Co SA              854                     791
     Other, principally bottling companies        2,281                   3,117
  Cost method investments,
    principally bottling companies                  250                     294
  Other assets                                    3,059                   2,792
                                             ----------              ----------
                                                  7,841                   8,214
                                             ----------              ----------
PROPERTY, PLANT AND EQUIPMENT
  Land                                              357                     217
  Buildings and improvements                      2,274                   1,812
  Machinery and equipment                         5,712                   4,881
  Containers                                        347                     195
                                             ----------              ----------
                                                  8,690                   7,105

  Less allowances for depreciation                3,003                   2,652
                                             ----------              ----------
                                                  5,687                   4,453
                                             ----------              ----------
TRADEMARKS AND OTHER INTANGIBLE ASSETS            3,524                   2,579
                                             ----------              ----------
                                             $   25,300              $   22,417
                                             ==========              ==========
</TABLE>


                                       5
<PAGE>



                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                        (In millions except share data)

                      LIABILITIES AND SHARE-OWNERS' EQUITY


<TABLE>
<CAPTION>
                                           September 30,           December 31,
                                                2002                   2001
                                           -------------           ------------
<S>                                        <C>                     <C>
CURRENT
  Accounts payable and accrued expenses    $      4,311            $      3,679
  Loans and notes payable                         2,518                   3,743
  Current maturities of long-term debt              205                     156
  Accrued income taxes                            1,077                     851
                                             ----------              ----------
TOTAL CURRENT LIABILITIES                         8,111                   8,429
                                             ----------              ----------

LONG-TERM DEBT                                    2,835                   1,219
                                             ----------              ----------
OTHER LIABILITIES                                 2,199                     961
                                             ----------              ----------
DEFERRED INCOME TAXES                               543                     442
                                             ----------              ----------

SHARE-OWNERS' EQUITY
  Common stock, $.25 par value
    Authorized: 5,600,000,000 shares
    Issued: 3,494,677,095 shares at
      September 30; 3,491,465,016 shares
      at December 31                                874                     873
  Capital surplus                                 3,635                   3,520
  Reinvested earnings                            24,279                  23,443
  Accumulated other comprehensive income
    and unearned compensation on restricted
    stock                                        (3,020)                 (2,788)
                                             ----------              ----------
                                                 25,768                  25,048

  Less treasury stock, at cost
    (1,014,762,225 shares at September 30;
    1,005,237,693 shares at December 31)         14,156                  13,682
                                             ----------              ----------
                                                 11,612                  11,366
                                             ----------              ----------
                                             $   25,300              $   22,417
                                             ==========              ==========


See Notes to Condensed Consolidated Financial Statements.

</TABLE>

                                       6

<PAGE>


                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                 (In millions)

<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                                September 30,
                                                        -----------------------------

                                                            2002              2001
                                                          --------          --------
<S>                                                       <C>               <C>
OPERATING ACTIVITIES
 Net income                                               $  2,326          $  3,055
 Depreciation and amortization                                 599               571
 Deferred income taxes                                         (56)              (45)
 Equity income or loss, net of dividends                      (252)              (83)
 Foreign currency adjustments                                  (12)              (47)
 Gain on issuances of stock by equity investee                   -               (91)
 Gains on sale of assets, including bottling interests          (8)              (33)
 Cumulative effect of accounting changes                       926                10
 Other items                                                   274                34
 Net change in operating assets and liabilities               (392)             (318)
                                                          --------          --------
  Net cash provided by operating activities                  3,405             3,053
                                                          --------          --------
INVESTING ACTIVITIES
 Acquisitions and investments,
  principally trademarks and bottling companies               (415)             (308)
 Purchases of investments and other assets                    (115)             (365)
 Proceeds from disposals of investments
  and other assets                                             277               179
 Purchases of property, plant and equipment                   (582)             (528)
 Proceeds from disposals of property, plant
  and equipment                                                 55                70
 Other investing activities                                     49               112
                                                          --------          --------
  Net cash used in investing activities                       (731)             (840)
                                                          --------          --------
FINANCING ACTIVITIES
 Issuances of debt                                           1,402             2,660
 Payments of debt                                           (1,939)           (3,225)
 Issuances of stock                                             97               155
 Purchases of stock for treasury                              (478)             (219)
 Dividends                                                    (994)             (897)
                                                          --------          --------
  Net cash used in financing activities                     (1,912)           (1,526)
                                                          --------          --------

EFFECT OF EXCHANGE RATE CHANGES ON
 CASH AND CASH EQUIVALENTS                                      19               (11)
                                                          --------          --------

CASH AND CASH EQUIVALENTS
 Net increase during the period                                781               676
 Balance at beginning of period                              1,866             1,819
                                                          --------          --------
   Balance at end of period                               $  2,647          $  2,495
                                                          ========          ========


See Notes to Condensed Consolidated Financial Statements.

</TABLE>

                                       7
<PAGE>


                     THE COCA-COLA COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

Note A - Basis of Presentation

   The accompanying  unaudited Condensed  Consolidated Financial Statements have
been prepared in accordance with accounting principles generally accepted in the
United States for interim  financial  information  and with the  instructions to
Form 10-Q and Rule 10-01 of Regulation  S-X. They do not include all information
and notes  required by generally  accepted  accounting  principles  for complete
financial  statements.  However,  except as disclosed herein,  there has been no
material  change in the information  disclosed in the notes to the  consolidated
financial statements included in the Annual Report on Form 10-K of The Coca-Cola
Company  (together  with its  subsidiaries,  the Company or our Company) for the
year ended  December 31, 2001.  In the opinion of  management,  all  adjustments
(consisting of normal recurring  accruals),  as well as the accounting change to
adopt Statement of Financial  Accounting Standards (SFAS) No. 142, "Goodwill and
Other Intangible Assets," considered necessary for a fair presentation have been
included. Operating results for the three and nine month periods ended September
30, 2002 are not necessarily  indicative of the results that may be expected for
the year ending December 31, 2002.

   Certain  amounts  in  our  prior  period   financial   statements  have  been
reclassified to conform to the current period presentation.


Note B - Seasonality

   Sales of nonalcoholic  beverages 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.


                                       8
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note C - Comprehensive Income (Loss)

   Total comprehensive  income for the three months ended September 30, 2002 and
2001 was comprised of the following:

<TABLE>
<CAPTION>

                                        For the three months ended September 30,
                                        ----------------------------------------
                                               2002                2001
                                            ---------           ---------
<S>                                         <C>                 <C>

Net income                                  $  1,161            $  1,074
Net foreign currency translation
 gain/(loss)                                    (241)                140
Net gain (loss) on derivative financial
 instruments                                      17                 (27)
Net change in unrealized gain (loss) on
 available-for-sale securities                   (68)                (26)
Minimum pension liability                          -                   -
                                            --------            --------
    Total Comprehensive Income              $    869            $  1,161
                                            ========            ========

</TABLE>


   Total  comprehensive  income for the nine months ended September 30, 2002 and
2001 was comprised of the following:

<TABLE>
<CAPTION>

                                         For the nine months ended September 30,
                                         ---------------------------------------
                                               2002                2001
                                            ---------           ---------
<S>                                         <C>                 <C>

Net income                                  $   2,326           $   3,055
Net foreign currency translation
 gain/(loss)                                     (157)                  1
Net gain (loss) on derivative financial
 instruments                                      (99)                 27
Cumulative effect of adopting
 SFAS No. 133, net                                  -                  50
Net change in unrealized gain (loss) on
 available-for-sale securities                     (1)                (19)
Minimum pension liability                         (33)                  -
                                            ---------           ---------
    Total Comprehensive Income              $   2,036           $   3,114
                                            =========           =========

</TABLE>

                                      9

<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note C - Comprehensive Income (Loss) (Continued)

   Net foreign  currency  translation for the three months and nine months ended
September  30, 2002 was impacted  primarily by the  weakening of Latin  American
currencies.  For the nine  months  ended  September  30,  2002,  this impact was
partially offset by strengthening of certain currencies since December 31, 2001,
including the Japanese yen and the euro,  against the U.S. dollar,  primarily in
the second quarter of 2002. Net gain (loss) on derivative financial  instruments
for the three  months and nine months  ended  September  30,  2002 was  impacted
primarily  by  changes  in the fair  value of  outstanding  hedging  instruments
primarily related to the Japanese yen and the reclassification of net gains into
earnings.  Fluctuations  in the value of the hedging  instruments  are generally
offset by changes in the fair  value or cash flows of the  underlying  exposures
being hedged.




                                       10

<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note D - Accounting Pronouncements

   Effective  January 1, 2002, our Company adopted SFAS No. 142. For information
regarding  trademarks and other intangible assets and the impact the adoption of
SFAS No. 142 had on our Condensed  Consolidated  Financial Statements,  refer to
Note F.

   Effective  January 1, 2002, our Company adopted the fair value method defined
in SFAS No. 123,  "Accounting  for  Stock-Based  Compensation."  For information
regarding the adoption of the fair value method  defined in SFAS No. 123,  refer
to Note I.

   Effective  January 1, 2002,  our Company  adopted the  provisions of Emerging
Issues Task Force (EITF) Issue No. 01-9,  "Accounting for Consideration Given by
a Vendor to a Customer or a Reseller of the Vendor's  Products."  EITF Issue No.
01-9  codifies  and  reconciles  the Task Force  consensuses  on all or specific
aspects of EITF Issues No. 00-14, "Accounting for Certain Sales Incentives," No.
00-22,  "Accounting  for 'Points' and Certain Other  Time-Based or  Volume-Based
Sales  Incentives  Offers,  and  Offers  for Free  Products  or  Services  to be
Delivered  in  the   Future,"   and  No.   00-25,   "Vendor   Income   Statement
Characterization  of Consideration  Paid to a Reseller of the Vendor's Products"
and identifies other related  interpretive issues. The types of sales incentives
provided by our Company to  resellers,  vendors or  customers  of our  Company's
products  principally  include  participation  in sales  promotion  programs and
volume based  incentives.  Our Company adopted the provisions of EITF Issues No.
00-14  and  No.  00-22  on  January  1,  2001,  resulting  in  income  statement
reclassification of certain sales incentives. Upon adoption, the Company reduced
both net operating revenues and selling,  administrative and general expenses by
approximately  $142  million for the three  months  ended  September  30,  2001,
approximately  $445  million for the nine months  ended  September  30, 2001 and
approximately  $580 million for the year ended December 31, 2001. EITF Issue No.
01-9 requires certain selling expenses  incurred by the Company,  not previously
reclassified,  to be classified as deductions from revenue.  The adoption of the
remaining items included in EITF Issue No. 01-9 resulted in the Company reducing
both net operating revenues and selling,  administrative and general expenses by
approximately  $702 million for the three months ended  September 30, 2001,  and
approximately  $1,862 million for the nine months ended  September 30, 2001. The
full  year  amount  of the  reclassification  for  2001 was  approximately  $2.5
billion. These reclassifications have no impact on operating income.

   Effective January 1, 2001, the Company adopted SFAS No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities," as amended by SFAS No. 137 and
SFAS No. 138.  The  adoption of SFAS No. 133  resulted in the Company  recording
transition adjustments to recognize its derivative instruments at fair value and
to  recognize  the  ineffective  portion  of the  change  in fair  value  of its
derivatives.  The  cumulative  effect  of these  transition  adjustments  was an
after-tax  reduction to net income of approximately $10 million and an after-tax
net increase to accumulated  other  comprehensive  income of  approximately  $50
million.

                                       11
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note E - Acquisitions

   Effective   February   2002,  our  Company   assumed   control  of  Coca-Cola
Erfrischungsgetraenke   AG  (CCEAG),  the  largest  bottler  in  Germany.   This
transaction was accounted for as a business  combination,  and the  consolidated
results of CCEAG's  operations  have been  included in the  Company's  Condensed
Consolidated  Financial  Statements since February 2002. Prior to February 2002,
CCEAG was accounted  for by our Company  under the equity method of  accounting.
Our Company has an approximate 41 percent ownership  interest in the outstanding
shares of CCEAG.  In accordance  with the terms of a Control and Profit and Loss
Transfer  Agreement  (CPL)  with  certain  share  owners of CCEAG,  our  Company
obtained management control of CCEAG for a period of up to five years. In return
for the management  control of CCEAG, the Company  guaranteed annual payments in
lieu of dividends by CCEAG to all other CCEAG share  owners.  Additionally,  all
other CCEAG share owners  entered into either a put or put/call  option with the
Company,  exercisable  at the end of the  term of the CPL  agreement  at  agreed
prices.  As a result of assuming  control of CCEAG,  our Company expects to help
focus its sales and marketing programs and assist in developing the business.

   The present value of the total amount likely to be paid by our Company to all
other  CCEAG  share  owners,  including  the put or  put/call  payments  and the
guaranteed annual payments in lieu of dividends,  is approximately  $700 million
at September 30, 2002.  This amount has increased from the initial  liability of
approximately  $600 million due to the accretion of the discounted  value to the
ultimate maturity of the liability described below, as well as approximately $80
million of translation  adjustment related to this liability.  This liability is
included  in the  caption  "Other  Liabilities"  in the  Condensed  Consolidated
Balance Sheet. The accretion of this discounted  value to its ultimate  maturity
value,  which is  recorded  in the caption  "Other  income  (loss) - net" in the
Condensed  Consolidated  Statement of Income,  was approximately $11 million and
$27  million for the three  months and nine months  ended  September  30,  2002,
respectively.  As a result of this  transaction,  the Company  recorded  bottler
franchise rights of approximately $925 million and goodwill of approximately $40
million. These amounts are comprised of approximately 41 percent of the historic
book value of  CCEAG's  franchise  rights and  goodwill,  and  approximately  59
percent of the fair value of CCEAG's  franchise rights and goodwill  computed at
the acquisition date. Such intangible assets were assigned indefinite lives. The
purchase price allocation is subject to refinement.

                                       12
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note E - Acquisitions (Continued)

   In  separate  transactions  during  2002,  our Company  acquired  controlling
interests in CCDA Waters,  L.L.C.  (CCDA) and Cosmos Bottling  Corporation (CBC)
for total combined  consideration of approximately $328 million. The Company has
initially  allocated  approximately $250 million of the purchase price for these
acquisitions to goodwill and other indefinite lived intangible assets, primarily
trademarks, brands and licenses. Additionally, the Company has recorded minority
ownership  accruals of approximately  $242 million related to these acquisitions
in "Other  Liabilities." The purchase price  allocations for these  acquisitions
are subject to  refinement.  The  details of these  acquisitions  are  described
below.

   In July 2002,  our Company and Danone Waters of North  America,  Inc.  (DWNA)
formed a new company,  CCDA, for the production,  marketing and  distribution of
DWNA's bottled spring and source water business in the United States. In forming
CCDA,  DWNA  contributed  assets of its retail  bottled  spring and source water
business in the United States. These assets include five production  facilities,
a license for the use of the Dannon and Sparkletts  brands, as well as ownership
of several value brands. Our Company made a cash payment to acquire a 51 percent
equity  interest  in CCDA  and is also  providing  marketing,  distribution  and
management  expertise.   This  transaction  was  accounted  for  as  a  business
combination,  and the  consolidated  results  of  CCDA's  operations  have  been
included in the Company's Condensed Consolidated Financial Statements since July
2002. This business  combination expanded our water brands to include a national
offering in all sectors of the water category with  purified,  spring and source
waters.

   In November  2001,  our  Company and  Coca-Cola  Bottlers  Philippines,  Inc.
(CCBPI) entered into a sale and purchase agreement with RFM Corp. to acquire its
83.2 percent interest in CBC, a publicly traded Philippine  beverage company. As
of the date of the agreement,  the Company began supplying  concentrate for this
operation.  The purchase of RFM's  interest was finalized on January 3, 2002. On
March 7, 2002, a tender offer was completed with our Company and CCBPI acquiring
all shares of the remaining minority share owners except for shares representing
a one percent  interest in CBC. As of September 30, 2002,  our Company's  direct
ownership  interest in CBC is 60.9 percent,  and our indirect ownership interest
in CBC is  13.4  percent.  This  transaction  was  accounted  for as a  business
combination,  and the  results of CBC's  operations  have been  included  in the
Company's  Consolidated  Financial  Statements  since January 3, 2002. CBC is an
established  carbonated  soft drink business in the  Philippines.  Our Company's
goal is to  leverage  our new  partnership  with San Miguel  Corporation  in the
Philippines,  as well as leverage our sales, marketing and system resources,  to
expand CBC volume and profit  over time.  The  Company  and CCBPI have agreed to
restructure  the  operations of CBC, and this  restructuring  will result in the
Company  owning  all  acquired  trademarks  and CCBPI  owning  all the  acquired
bottling assets.  This restructuring is expected to be completed in 2003, and no
gain or loss is expected upon completion of the  deconsolidation of the bottling
assets.

   Had the results of these  businesses  been included in operations  commencing
with 2001, the reported results would not have been materially affected.

                                       13
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note F - Trademarks and Other Intangible Assets

   In accordance  with SFAS No. 142,  goodwill and indefinite  lived  intangible
assets will no longer be amortized but will be reviewed annually for impairment.
Intangible  assets that are not deemed to have an indefinite  life will continue
to be amortized over their useful lives. The amortization provisions of SFAS No.
142 apply to goodwill and intangible  assets  acquired after June 30, 2001. With
respect to goodwill and  intangible  assets  acquired prior to July 1, 2001, the
Company began applying the new accounting rules effective January 1, 2002.

   The  adoption  of SFAS No.  142  required  the  Company to perform an initial
impairment  assessment on all goodwill and indefinite lived intangible assets as
of January 1, 2002. The Company  compared the fair value of trademarks and other
intangible  assets to current  carrying  value.  Fair values were derived  using
discounted  cash flow analyses.  The assumptions  used in these  discounted cash
flow  analyses  were  consistent  with our internal  planning.  Valuations  were
completed  for  intangible  assets for both the  Company  and our equity  method
investees.  For the Company's  intangible  assets, the cumulative effect of this
change in  accounting  principle  was an  after-tax  decrease  to net  income of
approximately $367 million. For the Company's  proportionate share of its equity
method investees,  the cumulative effect of this change in accounting  principle
was an  after-tax  decrease to net income of  approximately  $559  million.  The
deferred income tax benefit related to the cumulative  effect of this change for
the  Company's  intangible  assets was  approximately  $94  million  and for the
Company's  proportionate  share of its equity method investees was approximately
$123 million.

                                       14
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE F - Trademarks and Other Intangible Assets (Continued)

   The impairment  charges resulting in the after-tax decrease to net income for
the  cumulative  effect of this  change by  applicable  operating  segment as of
January 1, 2002, are as follows (in millions):

The Company:
    Europe, Eurasia and Middle East                     $       33
    Latin America                                              226
    Asia                                                       108
                                                        ----------
Total                                                   $      367
                                                        ==========
The Company's Proportionate Share of its Equity
 Method Investees:
    Africa                                              $       63
    Europe, Eurasia and Middle East                            400
    Latin America                                               96
                                                        ----------
Total                                                   $      559
                                                        ==========

   Of the Company's $226 million  impairment  for Latin  America,  approximately
$113 million relates to Company-owned  Brazilian bottlers' franchise rights. The
Brazilian  macroeconomic  conditions,  the devaluation of the currency and lower
pricing  impacted  the  valuation  of  these  bottlers'  franchise  rights.  The
remainder of the $226 million primarily relates to a $109 million impairment for
certain  trademarks  in Latin  America.  In early  1999,  our  Company  formed a
strategic  partnership  to market and  distribute  such  trademark  brands.  The
macroeconomic conditions and lower pricing depressed operating margins for these
trademarks.

   Of the $108 million  impairment for the Company in Asia, $99 million  relates
to  bottlers'  franchise  rights  in  consolidated  bottling  operations  in our
Southeast and West Asia Division.  Difficult  economic  conditions  impacted our
business in Singapore,  Sri Lanka, Nepal and Vietnam.  As a result,  bottlers in
these countries experienced lower than expected volume and operating margins.

                                       15
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F - Trademarks and Other Intangible Assets (Continued)

   For Europe,  Eurasia and Middle East equity method investees,  a $400 million
impairment  was  recorded  for the  Company's  proportionate  share  related  to
bottlers'  franchise rights. Of this amount,  approximately $301 million related
to CCEAG. This impairment was due to a prolonged difficult economic  environment
in Germany resulting in continuing losses for CCEAG in east Germany.  The market
for nonalcoholic beverages is currently undergoing a transformation.  A changing
competitive  landscape,  continuing  price pressure,  and growing demand for new
products  and  packaging  were  elements   impacting  CCEAG.  The  $400  million
impairment  also  included  a $50  million  charge  for  Middle  East  bottlers'
franchise  rights.  In our Africa  operating  segment,  a $63 million charge was
recorded for the Company's  proportionate share of impairments related to equity
method  investee  bottlers'  franchise  rights.  These  Middle  East and  Africa
bottlers  have  challenges  as a result of the  political  instability,  and the
resulting economic instability, in their respective regions, which has adversely
impacted financial performance.

   A $96 million impairment was recorded for the Company's  proportionate  share
related to bottlers'  franchise rights of Latin America equity method investees.
In South Latin America,  the  macroeconomic  conditions  and  devaluation of the
Argentine  peso  significantly  impacted the  valuation  of bottlers'  franchise
rights.


                                       16
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F - Trademarks and Other Intangible Assets (Continued)

   As discussed in Note E above, the Company acquired certain  intangible assets
in connection  with the business  combinations of CCEAG,  CBC and CCDA.  Because
such assets were assigned indefinite lives, no amortization will be recorded.

   The following table sets forth the information for intangible  assets subject
to  amortization  and for  intangible  assets not  subject to  amortization  (in
millions):

<TABLE>
<CAPTION>


                                        September 30, 2002      December 31, 2001
                                        ------------------      -----------------
 <S>                                         <C>                     <C>
Amortized intangible assets
 (various, principally trademarks):
  Gross carrying amount                      $    168                $    160
                                             ========                ========
  Accumulated amortization                   $     73                $     67
                                             ========                ========
Unamortized intangible assets:
  Trademarks                                 $  1,727                $  1,697
  Bottlers' franchise rights                    1,327                     639
  Goodwill                                        282                     108
  Other                                            93                      42
                                             --------                --------
       Total                                 $  3,429                $  2,486
                                             ========                ========
Aggregate amortization expense:
  For the three months ended
    September 30, 2002                       $      3
                                             ========
  For the nine months ended
    September 30, 2002                       $      9
                                             ========
Estimated amortization expense:
  For the year ending December 31, 2002      $     12
  For the year ending December 31, 2003            12
  For the year ending December 31, 2004            11
  For the year ending December 31, 2005            11
  For the year ending December 31, 2006             8
  For the year ending December 31, 2007             8

</TABLE>

                                       17

<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F - Trademarks and Other Intangible Assets (Continued)

   The following  table  summarizes and reconciles net income before  cumulative
effect of  accounting  change for the three and nine months ended  September 30,
2002 and 2001,  adjusted  to exclude  amortization  expense  recognized  in such
periods  related to trademarks,  bottlers'  franchise  rights,  goodwill,  other
indefinite  lived  intangible  assets  that  are no  longer  amortized  and  our
proportionate  share of equity method  intangibles (in millions except per share
amounts):

<TABLE>
<CAPTION>

                                         For the three months ended September 30,
                                         ---------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>

Reported net income before cumulative effect
  of accounting change (1)                        $   1,161      $   1,074
Add back after-tax amounts:
    Trademark amortization                                -              7
    Bottlers' franchise rights amortization               -              2
    Goodwill amortization                                 -              1
    Other indefinite lived
      intangible amortization                             -              1
    Equity method intangibles amortization                -             27
                                                  ---------      ---------
Adjusted net income before cumulative effect
  of accounting change                            $   1,161      $   1,112
                                                  =========      =========

</TABLE>


<TABLE>
<CAPTION>

                                         For the three months ended September 30,
                                         ---------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>
Basic net income per share before
 accounting change (1):
Reported net income                               $     .47      $     .43
    Trademark amortization                                -              -
    Bottlers' franchise rights amortization               -              -
    Goodwill amortization                                 -              -
    Other indefinite lived
      intangible amortization                             -              -
    Equity method intangibles amortization                -            .02
                                                  ---------      ---------
Adjusted basic net income per share
  before accounting change                        $     .47      $     .45
                                                  =========      =========

</TABLE>

                                       18
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F - Trademarks and Other Intangible Assets (Continued)

<TABLE>
<CAPTION>
                                         For the three months ended September 30,
                                         ---------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>
Diluted net income per share before
  accounting change (1):
Reported net income                               $     .47      $     .43
    Trademark amortization                                -              -
    Bottlers' franchise rights amortization               -              -
    Goodwill amortization                                 -              -
    Other indefinite lived
      intangible amortization                             -              -
    Equity method intangibles amortization                -            .02
                                                  ---------      ---------
Adjusted diluted net income per share
  before accounting change                        $     .47      $     .45
                                                  =========      =========
</TABLE>


<TABLE>
<CAPTION>
                                          For the nine months ended September 30,
                                          --------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>
Reported net income before cumulative effect
  of accounting change (1)                        $   3,252      $   3,065
Add back after-tax amounts:
    Trademark amortization                                -             21
    Bottlers' franchise rights amortization               -              4
    Goodwill amortization                                 -              3
    Other indefinite lived
      intangible amortization                             -              3
    Equity method intangibles amortization                -             81
                                                  ---------      ---------
Adjusted net income before cumulative effect
  of accounting change                            $   3,252      $   3,177
                                                  =========      =========
</TABLE>

                                       19

<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F - Trademarks and Other Intangible Assets (Continued)

<TABLE>
<CAPTION>
                                         For the nine months ended September 30,
                                         ---------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>
Basic net income per share before
  accounting change (1):
Reported net income                               $    1.31      $    1.23
    Trademark amortization                                -            .01
    Bottlers' franchise rights amortization               -              -
    Goodwill amortization                                 -              -
    Other indefinite lived
      intangible amortization                             -              -
    Equity method intangibles amortization                -            .03
                                                  ---------      ---------
Adjusted basic net income per share
  before accounting change                        $    1.31      $    1.27
                                                  =========      =========

</TABLE>

<TABLE>
<CAPTION>
                                         For the nine months ended September 30,
                                         ---------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>
Diluted net income per share before
  accounting change (1):
Reported net income                               $    1.31      $    1.23
    Trademark amortization                                -            .01
    Bottlers' franchise rights amortization               -              -
    Goodwill amortization                                 -              -
    Other indefinite lived
      intangible amortization                             -              -
    Equity method intangibles amortization                -            .03
                                                  ---------      ---------
Adjusted diluted net income per share
  before accounting change                        $    1.31      $    1.27
                                                  =========      =========

<FN>
(1) Basic and  diluted  net income per share  amounts are rounded to the nearest
$.01, and after-tax amounts are rounded to the nearest million;  therefore, such
rounding may slightly impact amounts presented.
</FN>

</TABLE>

                                       20
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note G - Operating Segments

   The Company's  operating structure includes the following operating segments:
North America (including The Minute Maid Company);  Africa;  Europe, Eurasia and
Middle East;  Latin America;  Asia; and  Corporate.  North America  includes the
United  States,  Canada and Puerto Rico.  During the first quarter of 2002,  the
Egypt Region was relocated from Europe, Eurasia and Middle East to Africa. Prior
period  amounts  have  been  reclassified  to  conform  to  the  current  period
presentation. Information about our Company's operations as of and for the three
months ended  September 30, 2002 and 2001, by operating  segment,  is as follows
(in millions):

<TABLE>
<CAPTION>
                                                            Europe,
                             North                      Eurasia and          Latin
                           America        Africa        Middle East        America          Asia       Corporate       Consolidated
                           -------        ------       ------------      ---------      --------       ---------       ------------
<S>                        <C>            <C>              <C>             <C>          <C>             <C>                <C>

2002
----
Net operating
  revenues (1) (2)         $ 1,706        $  164           $  1,518        $   487      $  1,400        $     47           $  5,322

Income before
  income taxes and
  cumulative effect
  of accounting
  change (1)                   434            69                480            228           504            (125)             1,590
Identifiable
  operating
  assets (3)                 5,153           539              4,665          1,032         2,545           6,584             20,518
Investments (4)                143            79              1,050          1,366         1,144           1,000              4,782

2001
----
Net operating
  revenues                 $ 1,480        $  158           $  1,206        $   525      $  1,295        $     31           $  4,695
Income before
  income taxes and
  cumulative effect
  of accounting
  change (5)                   359            64                321            305           528             (43)             1,534
Identifiable
  operating
  assets                     4,268           525              2,354          1,641         2,066           5,964             16,818
Investments                    141           226              1,826          1,677         1,067             910              5,847


   Intercompany transfers between operating segments are not material.

   Refer to Notes on page 22.

</TABLE>

                                       21
<PAGE>



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note G - Operating Segments (Continued)

   Information  about  our  Company's  operations  for  the  nine  months  ended
September 30, 2002 and 2001, by operating segment, is as follows (in millions):


<TABLE>
<CAPTION>
                                                           Europe,
                            North                      Eurasia and          Latin
                          America        Africa        Middle East        America          Asia       Corporate       Consolidated
                          -------        ------       ------------      ---------      --------       ---------       ------------
<S>                        <C>            <C>             <C>             <C>           <C>             <C>              <C>

2002
----
Net operating
  revenues (1)(2)         $ 4,712        $  493           $  3,993       $  1,584      $  3,858         $   129          $  14,769
Income before
  income taxes and
  cumulative effect
  of accounting
  change (1)                1,274           185              1,265            790         1,455            (461)             4,508

2001
----
Net operating
  revenues                $ 4,317        $  450           $  3,104       $  1,612      $  3,699         $   125          $  13,307
Income before
  Income taxes and
  cumulative effect
  of accounting
  change (5)                1,109           180              1,113            939         1,383            (346)             4,378

<FN>

   Intercompany transfers between operating segments are not material.

Notes:
-----
(1)  Net operating revenues and income before income taxes and cumulative effect
     of accounting change for Latin America were negatively impacted by exchange
     and challenging economic conditions,  primarily in Argentina, Venezuela and
     Brazil.
(2)  Net operating revenues for Europe, Eurasia and Middle East were impacted by
     the consolidation of CCEAG in 2002.
(3)  Identifiable  operating assets for North America increased primarily due to
     the  consolidation  of CCDA in 2002 and  Odwalla,  Inc. in  December  2001.
     Identifiable operating assets for Europe, Eurasia and Middle East increased
     primarily due to the consolidation of CCEAG in 2002. Identifiable operating
     assets for Latin America decreased  primarily due to the negative impact of
     exchange.
(4)  Investments for Europe,  Eurasia and Middle East decreased primarily due to
     the consolidation of CCEAG in 2002.
(5)  Income before income taxes and cumulative  effect of accounting  change for
     Corporate  was  positively   impacted  by  a  one-time   non-cash  gain  of
     approximately $91 million, described in further detail in Note J.

</FN>
</TABLE>

                                       22
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note H - Nonrecurring Items

   In the third quarter of 2002, our Company  recorded a non-cash  pretax charge
of   approximately   $33  million   related  to  our  share  of  impairment  and
restructuring  charges taken by certain investees in Latin America.  This charge
was recorded to "Equity income (loss) - net."

   Our   Company  has  direct  and   indirect   ownership   interests   totaling
approximately  18 percent in Cervejarias  Kaiser S.A.  (Kaiser  S.A.).  In March
2002,  Kaiser S.A.  sold its  investment  in  Cervejarias  Kaiser Brazil Ltda to
Molson Inc. (Molson) for cash of approximately $485 million and shares of Molson
valued at  approximately  $150 million.  Our Company's  pretax share of the gain
related to this sale was approximately $43 million,  of which  approximately $21
million  was  recorded  in  the  caption   "Equity  income  (loss)  -  net"  and
approximately  $22 million was recorded in the caption  "Other  income  (loss) -
net."

   In the first quarter of 2002, our Company  recorded a non-cash  pretax charge
of  approximately  $157 million  (recorded in the caption "Other income (loss) -
net")  primarily  related to the write-down of our investments in Latin America.
This  write-down  reduced the carrying value of the investments in Latin America
to fair value. The charge was primarily the result of the economic  developments
in Argentina during the first quarter of 2002,  including the devaluation of the
Argentine peso and the severity of the unfavorable economic outlook.


Note I - Restricted Stock, Stock Options and Other Stock Plans

   Effective  January 1, 2002,  our  Company  adopted  the fair value  method of
recording  stock-based  compensation  contained in SFAS No. 123, "Accounting for
Stock-Based  Compensation," which is considered the preferable accounting method
for stock-based employee compensation. Historically, our Company had applied the
intrinsic  value method  permitted  under SFAS No. 123, as defined in Accounting
Principles Board Opinion No. 25,  "Accounting for Stock Issued to Employees" and
related  Interpretations,  in accounting for our stock-based compensation plans.
Accordingly, no compensation cost has been recognized for our stock option plans
in the past.  All future  employee  stock  option  grants and other  stock-based
compensation will be expensed to "Selling,  administrative and general expenses"
over the  vesting  period  based on the fair  value at the date the  stock-based
compensation is granted.  The Financial Accounting Standards Board has issued an
exposure draft which, if finalized as drafted,  would allow  companies  adopting
the fair  value  method  permitted  under  SFAS No.  123 to  choose  from  three
alternative transition methods. The Company will evaluate these alternatives and
select  an  appropriate  transition  method  after  the  issuance  of the  final
standard,  which is  expected  later  this  year.  The  ultimate  impact  on our
financial statements in 2002 will depend upon the transition method selected.

                                       23
<PAGE>



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note J - Issuances of Stock by Equity Investee

   In July 2001,  Coca-Cola  Enterprises Inc. (CCE) completed its acquisition of
Hondo  Incorporated and Herbco  Enterprises,  Inc.,  collectively  known as Herb
Coca-Cola.  The  transaction  was valued at  approximately  $1.4  billion,  with
approximately  30  percent  of the  transaction  funded  with  the  issuance  of
approximately 25 million shares of CCE common stock,  and the remaining  portion
funded  through  debt and assumed  debt.  The  issuance of shares  resulted in a
one-time  non-cash  pretax  gain for our  Company of  approximately  $91 million
during the third quarter of 2001. We provided  deferred  taxes of  approximately
$36 million on this gain.  This  transaction  reduced our  ownership in CCE from
approximately 40 percent to approximately 38 percent.


Note K - Commitments and Contingencies

   On  September  30,  2002,  we were  contingently  liable  for  guarantees  of
indebtedness  owed by third parties in the amount of $470 million,  of which $16
million related to the Company's equity investee bottlers. We do not consider it
probable that we will be required to satisfy these guarantees.

   We believe our exposure to concentrations  of credit risk is limited,  due to
the diverse geographic areas covered by our operations.

   In June 2002, our Company  announced  long-term  agreements with the National
Collegiate  Athletic  Association  (NCAA) and CBS,  and with the Houston  Astros
Baseball Club with a combined value of approximately  $650 to $800 million.  Our
Company,  CBS and the NCAA will participate in an integrated marketing and media
program that includes,  for our Company,  beverage marketing and media rights to
87 NCAA championships in 22 sports.  Additionally,  The Minute Maid Company,  an
operating  unit of our  Company,  and the  Houston  Astros  Baseball  Club  will
participate in a long-term marketing and community partnership, including naming
rights for Astros Field,  which was renamed  "Minute Maid Park." The  definitive
agreement  with the NCAA and CBS is expected to be finalized  during  2002.  The
definitive  agreement with the Houston Astros Baseball club was completed during
the third quarter of 2002.

   The  Company  is  involved  in  various  legal   proceedings   and  disputes.
Additionally,  the Company provides certain  indemnifications in relation to the
disposition  of previously  consolidated  subsidiaries.  These  indemnifications
generally provide a purchaser with  reimbursements for out of pocket costs which
arise from events that occurred within the subsidiary  prior to the disposition.
Management  believes  that any  liability  of the  Company  which may arise as a
result of these legal proceedings, disputes or indemnifications, will not have a
material  adverse  effect on the  financial  condition of the Company taken as a
whole.

                                       24
<PAGE>


Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations


                             RESULTS OF OPERATIONS

Beverage Volume

   We measure  our sales  volume in two ways:  (1) gallons and (2) unit cases of
finished  products.  "Gallons"  represent  our primary  business and measure the
volume  of  concentrates,  syrups  and other  beverage  products  (expressed  in
equivalent  gallons of syrup) included by the Company in unit case volume.  Most
of our revenues are based on this measure of wholesale activity,  which consists
primarily of our sales to bottlers and customers.  Our Company  records  revenue
when title to our products passes to our bottling partners or our customers.

   Unit cases  represent  activity at the retail  level.  Most of our  Company's
revenues  are not based  directly on unit case  volume.  As used in this report,
"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  means the  number of unit cases (or unit case  equivalents)  of Company
trademark  or licensed  beverage  products  directly or  indirectly  sold by the
Coca-Cola  bottling  system or by the Company to customers,  including  beverage
products  bearing  trademarks  licensed to the Company and certain key  products
(which are not material)  owned by Coca-Cola  system  bottlers and for which the
Company provides marketing support and derives profit from the sales.

   In the third  quarter of 2002,  our  worldwide  unit case volume  increased 5
percent  compared to the third quarter of 2001. The increase in unit case volume
was driven by 4 percent volume growth for international operations and 9 percent
growth for North American operations.  This volume growth benefited from several
recent strategic  acquisitions and license agreements.  The North America volume
growth included a positive impact of 4 percentage  points  resulting from recent
transactions  involving the Danone and Evian water brands and Seagram's  mixers.
The  introduction  of Vanilla  Coke and diet Coke with Lemon also  helped  drive
growth  during the third  quarter.  Third  quarter 2002 unit case volume for the
Company's international operating segments included 3 percent growth for Africa;
2 percent growth for Europe, Eurasia and Middle East; 1 percent growth for Latin
America; and 9 percent growth for Asia. In Africa, growth was driven by Southern
Africa,  which  continued to generate  strong growth  during the third  quarter,
partially  offset by the impact of political  instability  and boycotts  against
American brands in Northern Africa. The 2 percent growth in Europe,  Eurasia and
Middle East was impacted by the unseasonably cool summer, floods throughout many
parts of Europe and the boycott of  American  brands in the Middle  East.  The 1
percent  growth in Latin America was due to volume  growth in Mexico,  partially
offset by continued  challenging  economic  conditions  in other Latin  American
markets, primarily Argentina, Venezuela and Brazil. The 9 percent growth in Asia
was driven by significant growth in India, China and the Philippines,  partially
offset  by  relatively  flat  growth  in Japan  due to  extremely  poor  weather
conditions  in the month of July.

                                       25
<PAGE>


                             RESULTS OF OPERATIONS


Beverage Volume (Continued)

   The current  unstable  economic and political  conditions and civil unrest in
the Middle  East and  Northern  Africa,  as well as in certain  regions of Latin
America,  have had an adverse impact on our Company's  recent business  results,
and  we  believe  that  these  trends  could  continue  in the  fourth  quarter.
Furthermore,   our  Company  has  not  yet  seen  the  improvements  in  overall
macroeconomic  conditions  that we  anticipated  at the  beginning of 2002.  Our
current  expectation is that the  macroeconomic  environment is likely to remain
difficult throughout the remainder of 2002.

   Our unit case  volume for the first nine  months of 2002  increased 5 percent
compared to the first nine months of 2001.  The increase in unit case volume was
driven by 5 percent  volume growth for  international  operations  and 6 percent
growth for North American operations. The North America volume growth included a
positive  impact of 2  percentage  points  resulting  from  recent  transactions
involving  the  Danone  and  Evian  water  brands  and  Seagram's  mixers.   The
introduction  of Vanilla  Coke and diet Coke with Lemon also helped drive growth
for the first nine months of 2002. Unit case volume for the first nine months of
2002 for the  Company's  international  operating  segments  included  7 percent
growth for Africa;  4 percent  growth for Europe,  Eurasia  and Middle  East;  1
percent  growth  for Latin  America;  and 11 percent  growth for Asia.

   The  Company is focused on  continuing  to broaden  its family of brands.  In
particular, we are expanding and growing our non-carbonated offerings to provide
more  alternatives  to  consumers.  Carbonated  soft  drinks and  non-carbonated
beverages contributed approximately 2 percent volume growth and approximately 27
percent  volume  growth,  respectively,  for the first nine  months of 2002.  As
mentioned above, our Company recently  completed several strategic  acquisitions
and license agreements involving  non-carbonated brands such as Evian and Danone
waters in North  America and Risco,  a water brand in Mexico.  The Company  also
entered  into a  long-term  license  agreement  involving  Seagram's  mixers,  a
carbonated  line of drinks.  These brands and other brands  acquired  during the
past 12 months  such as Cosmos in the  Philippines  and  Odwalla  in the  United
States had annual  volume in the year before we acquired  them of  approximately
500 million unit cases.

                                       26

<PAGE>



                             RESULTS OF OPERATIONS


Net Operating Revenues and Gross Margin

   Net  operating  revenues  were $5,322  million in the third  quarter of 2002,
compared  to $4,695  million in the third  quarter of 2001,  an increase of $627
million or 13 percent.  The  increase  reflected a 7 percent  increase in gallon
shipments,  structural  changes  that added  approximately  $450  million to net
operating revenues (primarily the consolidation of our German bottler, Coca-Cola
Erfrischungsgetraenke  AG (CCEAG),  Cosmos Bottling Corporation (CBC),  Odwalla,
Inc.  (Odwalla)  and  CCDA  Waters,  L.L.C.  (CCDA),  partially  offset  by  the
deconsolidation  of our Russian  bottling  operations),  and price  increases in
certain  regions  including  North  America and  Europe.  These  increases  were
partially  offset by the shift in the  increase  in gallon  shipments  to higher
growth  but  lower  revenue  regions  such  as  India  and  China.  For  further
information related to the consolidation of CCEAG, CBC and CCDA refer to Note E.

   Net operating revenues were $14,769 million in the first nine months of 2002,
compared  to $13,307  million in the first nine  months of 2001,  an increase of
$1,462  million or 11 percent.  The  increase  for the first nine months of 2002
reflected a 5 percent  increase in gallon  shipments,  structural  changes  that
added  approximately  $1,050  million to net operating  revenues  (primarily the
consolidation  of  CCEAG,  CBC,  Odwalla  and  CCDA,  partially  offset  by  the
deconsolidation  of our Russian  bottling  operations),  and price  increases in
selected countries. These positive factors were partially offset by the negative
impact  (approximately  2  percentage  points) of a stronger  U.S.  dollar.  For
further  discussion  related to the impact of exchange and expected trends refer
to "Exchange."

   Our gross profit  margin  decreased  to 60.9 percent in the third  quarter of
2002 from 64.0 percent in the third  quarter of 2001.  For the first nine months
of 2002, our gross profit margin decreased to 63.4 percent from 65.3 percent for
the first nine months of 2001.  The decrease in our gross profit  margin for the
third  quarter  and the  first  nine  months  of 2002 was due  primarily  to the
consolidation  of lower margin  operations,  primarily  CCEAG,  CBC, Odwalla and
CCDA,   partially  offset  by  the   deconsolidation  of  our  Russian  bottling
operations.  Generally,  bottling  operations  produce higher revenues but lower
gross margins compared to concentrate and syrup operations.

                                       27

<PAGE>


                       RESULTS OF OPERATIONS (Continued)


Selling, Administrative and General Expenses

   Selling, administrative and general expenses were $1,694 million in the third
quarter of 2002,  compared to $1,692  million in the third  quarter of 2001,  an
increase of $2 million.  The increase was due to structural  changes  (primarily
the  consolidation  of CCEAG,  CBC,  Odwalla and CCDA,  partially  offset by the
deconsolidation  of our Russian bottling  operations),  which increased selling,
administrative  and general  expenses by approximately  $160 million,  partially
offset by the 2001  strategic  one-time  marketing  initiatives  of $94  million
described  in more detail  below,  and a reduction  in  amortization  expense of
intangible  assets of approximately $15 million due to the adoption of Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets."

   Selling,  administrative  and general  expenses  were $4,915  million for the
first nine months of 2002,  compared to $4,587 million for the first nine months
of 2001,  an  increase of $328  million or 7 percent.  The  increase  was due to
structural changes (primarily the consolidation of CCEAG, CBC, Odwalla and CCDA,
partially offset by the  deconsolidation  of our Russian  bottling  operations),
which increased  selling,  administrative  and general expenses by approximately
$370 million.  This increase was partially offset by the 2001 strategic one-time
marketing   initiatives  of  $180  million   described  below,  a  reduction  in
amortization  expense of intangible  assets of approximately  $40 million due to
the  adoption  of SFAS  No.  142,  and the  favorable  impact  (approximately  2
percentage points) of a stronger U.S. dollar.

   In 2001, the Company  implemented  significant  strategic  one-time marketing
initiatives to accelerate the Company's  business  strategies.  During the third
quarter of 2001,  approximately  $94 million,  or $0.03 per share after tax, was
expensed on these  incremental  one-time  marketing  activities  in selected key
markets,  specifically the United States, Japan and Germany.  Approximately $180
million,  or $0.05 per share  after  tax,  was  expensed  for these  incremental
one-time marketing activites for the first nine months of 2001.

                                       28
<PAGE>



                       RESULTS OF OPERATIONS (Continued)

Operating Income and Operating Margin

   Operating income was $1,545 million in the third quarter of 2002, compared to
$1,311  million in the third  quarter of 2001, an increase of $234 million or 18
percent.  Our  consolidated  operating  margin for the third quarter of 2002 was
29.0 percent,  compared to 27.9 percent for the  comparable  period in 2001. The
increase  in  operating  income  for the third  quarter  of 2002  reflected  the
increase  in gallon  shipments  of 7 percent  and price  increases  in  selected
countries,  the reduction in amortization  expense of approximately  $15 million
due to the  adoption of SFAS No. 142 and the  incremental  marketing  in 2001 of
approximately  $94 million.  These positive factors were partially offset by the
negative impact from the stronger U.S. dollar, which reduced operating income by
approximately  1 percent  during the third  quarter of 2002.  The stronger  U.S.
dollar compared to the Argentine peso, the Mexican peso, the Brazilian real, the
Venezuelan  bolivar and the South African rand was partially  offset by strength
in the euro. The increase in the Company's operating margin was due primarily to
the negative  impact that the  incremental  marketing had on the 2001  operating
margin,   partially  offset  by  structural   changes  in  2002  (primarily  the
consolidation  of  CCEAG,  CBC,  Odwalla  and  CCDA,  partially  offset  by  the
deconsolidation of our Russian bottling operations), which reduced the Company's
operating  margin  during  the  third  quarter  of  2002.  Generally,   bottling
operations  produce  higher  revenues but lower  operating  margins  compared to
concentrate and syrup operations.

   Operating  income  was  $4,450  million  for the first  nine  months of 2002,
compared to $4,104  million  for the first nine  months of 2001,  an increase of
$346 million or 8 percent. Our consolidated  operating margin for the first nine
months of 2002 was 30.1  percent,  compared to 30.8  percent for the  comparable
period in 2001.  The increase in  operating  income for the first nine months of
2002 reflected the increase in gallon shipments of 5 percent and price increases
in selected  countries,  the reduction in amortization  expense of approximately
$40 million due to the adoption of SFAS No. 142, and the  incremental  marketing
in 2001 of  approximately  $180 million.  These positive  factors were partially
offset by the  negative  impact from the stronger  U.S.  dollar,  which  reduced
operating  income by  approximately  3 percent  during the first nine  months of
2002. The stronger U.S. dollar compared to the Japanese yen, the Argentine peso,
the Mexican  peso,  the Brazilian  real,  the  Venezuelan  bolivar and the South
African  rand was  partially  offset  by  strength  in the  euro.  Additionally,
structural changes (primarily the consolidation of CCEAG, CBC, Odwalla and CCDA,
partially  offset by the  deconsolidation  of our Russian  bottling  operations)
contributed to the reduction in operating margin. Generally, bottling operations
produce higher revenues but lower operating  margins compared to concentrate and
syrup operations.

                                       29

<PAGE>



                       RESULTS OF OPERATIONS (Continued)

Interest Income and Interest Expense

   Interest income decreased to $46 million for the third quarter of 2002 and to
$156 million for the nine months ended  September 30, 2002, from $68 million and
$227 million, respectively, for the comparable periods in 2001. In both cases, a
majority of the decrease was due to lower  interest  rates earned on  short-term
investments  during 2002.  Nevertheless,  the Company  continues to benefit from
cash invested in locations  outside the United States  earning  higher  interest
rates  than  could be  obtained  within  the  United  States.  Interest  expense
decreased $14 million,  or 21 percent,  in the third quarter of 2002 relative to
the comparable period in 2001, and by $78 million,  or 33 percent,  for the nine
months ended  September 30, 2002 relative to the comparable  period in 2001, due
mainly to both a decrease in average  commercial  paper debt  balances and lower
interest rates for commercial  paper debt. The decrease in interest  expense for
commercial paper debt was partially offset by increased interest expense on debt
related  to  the   consolidation   of  CCEAG.   Our  Company's   debt  increased
approximately $890 million, of which approximately $810 million is classified as
long-term,  as a result of the consolidation of CCEAG.  Additionally,  long-term
debt increased due to the issuance during 2002 of $750 million of notes due June
1, 2005.  The proceeds  from this  long-term  debt  issuance were used to reduce
current debt.


Equity Income (Loss) - Net

   Our Company's  share of income from equity method  investments  for the third
quarter of 2002  totaled  $113  million,  compared to $104  million in the third
quarter of 2001,  an increase of $9 million or 9 percent.  This increase in 2002
was due to the overall improving health of the Coca-Cola  bottling system around
the world.  However,  our equity method  investments  in Latin America have been
adversely  impacted  by ongoing  economic  difficulties.  Specific  items with a
positive  impact  to equity  income  were the  increase  in  equity  income  for
Coca-Cola  Enterprises  Inc.  (CCE) due to  improving  trends in  operating  and
financial performance of approximately $65 million (which included a $22 million
favorable  impact  resulting from the adoption of SFAS No. 142) and the increase
in equity income due to the reduction in amortization  expenses of approximately
$17 million for investments other than CCE resulting from implementation of SFAS
No. 142. These increases were partially  offset by the economic  difficulties in
Latin America  mentioned  above as well as our Company's share of impairment and
restructuring  charges taken by equity method  investees in Latin America during
the  third  quarter  of  2002.   The  Company's   share  of  these  charges  was
approximately $33 million.

                                       30
<PAGE>



                       RESULTS OF OPERATIONS (Continued)


Equity Income (Loss) - Net (Continued)

   For the first nine months of 2002, our Company's  share of income from equity
method  investees  totaled  $350  million,  compared  to  $167  million  for the
comparable  period in 2001,  an increase of $183 million,  or 110 percent.  This
increase  in 2002  was due to the  overall  improving  health  of the  Coca-Cola
bottling  system around the world.  However,  our equity method  investments  in
Latin America have been  adversely  impacted by ongoing  economic  difficulties.
Specific  items with a positive  impact to equity  income  were the  increase in
equity  income  for CCE due to  improving  trends  in  operating  and  financial
performance  of  approximately  $160  million  (which  included  a  $67  million
favorable  impact  resulting from the adoption of SFAS No. 142) and the increase
in equity income due to the reduction in amortization  expenses of approximately
$51 million for investments other than CCE resulting from implementation of SFAS
No. 142. These increases were partially  offset by the economic  difficulties in
Latin America  mentioned  above as well as our Company's share of impairment and
restructuring  charges taken by equity method  investees in Latin America during
the  third  quarter  of  2002.   The  Company's   share  of  these  charges  was
approximately $33 million.

   For the first nine months of 2002, our Company's  share of income from equity
method  investees was also favorably  impacted by a benefit related to our share
of the  gain  on the  sale by  Cervejarias  Kaiser  S.A.  (Kaiser  S.A.)  of its
interests in Brazil to Molson Inc. (refer to Note H).  Approximately $21 million
of the pretax gain from the sale by Kaiser S.A.  was  recorded in equity  income
with the  remaining  portion,  $22 million,  recorded in "Other  income (loss) -
net."


Other Income (Loss) - Net

   "Other  income  (loss) - net" was a net loss of $62  million  for the  third
quarter of 2002 compared to income of $26 million for the third quarter of 2001,
a difference  of $88  million.  The 2002 net loss was  principally  comprised of
foreign currency exchange losses of approximately $24 million,  the accretion of
the discounted value of the CCEAG liability of approximately  $11 million (refer
to Note E), and minority  ownership  accruals.  The losses on currency  exchange
were  primarily  in  Latin  America,  which  was  impacted  by  the  significant
devaluation of currencies.

   "Other income (loss) - net" was a net loss of $292 million for the first nine
months of 2002  compared to income of $23 million for the  comparable  period in
2001, a difference of $315 million. The 2002 net loss was principally  comprised
of foreign currency exchange losses of approximately $110 million, the accretion
of the  discounted  value of the CCEAG  liability of  approximately  $27 million
(refer  to Note  E),  the  nonrecurring  items  described  below,  and  minority
ownership accruals. The losses on currency exchange were primarily in Africa and
Latin America, which were impacted by the significant devaluation of currencies.

                                       31
<PAGE>

                       RESULTS OF OPERATIONS (Continued)


Other Income (Loss) - Net (Continued)

   Additionally,  the first nine months of 2002 were  impacted  by  nonrecurring
items which were recorded during the first quarter of 2002. In the first quarter
of 2002, our Company  recorded a non-cash  pretax charge of  approximately  $157
million primarily related to the write-down of our investments in Latin America.
The charge was  primarily the result of the economic  developments  in Argentina
during the first  quarter of 2002,  including the  devaluation  of the Argentine
peso and the severity of the unfavorable  economic outlook.  The Company expects
to realize a minimal  tax  benefit  from this  write-down.  The final  impact on
diluted earnings per share was an after-tax reduction of approximately $0.06 per
share.  As previously  noted, a $22 million  portion of the pretax gain from the
sale by Kaiser S.A. was recorded in "Other income (loss) - net."


Issuances of Stock by Equity Investee

   In July 2001, CCE completed its acquisition of Hondo  Incorporated and Herbco
Enterprises,  Inc.,  collectively  known as Herb Coca-Cola.  The transaction was
valued at  approximately  $1.4  billion,  with  approximately  30 percent of the
transaction  funded with the issuance of  approximately 25 million shares of CCE
common stock,  and the remaining  portion  funded through debt and assumed debt.
The  issuance  of shares  resulted  in a one-time  non-cash  pretax gain for our
Company  of  approximately  $91  million  during the third  quarter of 2001.  We
provided  deferred  taxes  of  approximately  $36  million  on this  gain.  This
transaction  reduced  our  ownership  in CCE from  approximately  40  percent to
approximately 38 percent.

                                       32

<PAGE>



                       RESULTS OF OPERATIONS (Continued)


Income Taxes

   Our  effective tax rate was 27 percent for the third quarter of 2002 compared
to 30 percent  for the third  quarter of 2001.  Our  effective  tax rate for the
first nine  months of 2002 was 28 percent  compared  to 30 percent for the first
nine months of 2001.  The  effective  tax rate for the first nine months of 2002
was  impacted by two  nonrecurring  items:  our share of the gain on the sale of
Kaiser S.A.  interests and the write-down of our investments  primarily in Latin
America.  Excluding the impact of these items, our effective tax rate would have
been 27 percent for the first nine months of 2002. For the full year 2002 and in
future  years,  the  Company  expects  the  ongoing  effective  tax  rate  to be
approximately  27 percent instead of the 27.5 percent rate previously  estimated
by the Company in its Annual Report on Form 10-K for the year ended December 31,
2001.  This slight  reduction in our  estimated  effective  tax rate is due to a
non-cash  benefit  related to the  adoption  of SFAS No. 142 and is  expected to
benefit the current year by approximately $0.01 per share. Our ongoing effective
tax rate reflects tax benefits derived from significant  operations  outside the
United States, which are taxed at lower rates than the U.S. statutory rates.


Cumulative Effect of Accounting Change for SFAS No. 142

   For information regarding the requirements of SFAS No. 142 and details of the
Company's  adoption of SFAS No. 142,  refer to Note F. The  adoption of SFAS No.
142 is a required change in accounting  principle,  and the cumulative effect of
adopting this  standard as of January 1, 2002 resulted in a non-cash,  after-tax
decrease to net income of $367 million for Company  operations  and $559 million
for the  Company's  proportionate  share of its equity  method  investees in the
first quarter of 2002. The adoption of this  accounting  standard is expected to
result in a pretax reduction in annual amortization expense of approximately $60
million, and an increase in annual equity income of approximately $150 million.

                                       33

<PAGE>



                       RESULTS OF OPERATIONS (Continued)

Recent Developments

   Effective  January 1, 2002,  our  Company  adopted  the fair value  method of
recording  stock-based  compensation  contained in SFAS No. 123, "Accounting for
Stock-Based  Compensation," which is considered the preferable accounting method
for stock-based employee compensation. Historically, our Company had applied the
intrinsic  value method  permitted  under SFAS No. 123, as defined in Accounting
Principles Board Opinion No. 25,  "Accounting for Stock Issued to Employees" and
related  Interpretations,  in accounting for our stock-based compensation plans.
Accordingly, no compensation cost has been recognized for our stock option plans
in the past.  All future  employee  stock  option  grants and other  stock-based
compensation will be expensed to "Selling,  administrative and general expenses"
over the  vesting  period  based on the fair  value at the date the  stock-based
compensation is granted.  The Financial Accounting Standards Board has issued an
exposure draft which, if finalized as drafted,  would allow  companies  adopting
the fair  value  method  permitted  under  SFAS No.  123 to  choose  from  three
alternative transition methods. The Company will evaluate these alternatives and
select  an  appropriate  transition  method  after  the  issuance  of the  final
standard,  which is  expected  later  this  year.  The  ultimate  impact  on our
financial statements in 2002 and in future years will depend upon the transition
method selected.

                                       34

<PAGE>


                              FINANCIAL CONDITION


Net Cash Flow Provided by Operating Activities

   Net cash  provided by operating  activities  in the first nine months of 2002
amounted to $3,405 million  versus $3,053  million for the comparable  period in
2001, an increase of $352 million.  Increased cash flows from operations for the
first nine months of 2002 were a result of improved worldwide business operating
results  along  with  the   collection  of   significant   tax   receivables  of
approximately $280 million in connection with an Advance Pricing Agreement (APA)
reached  between the United States and Japan in 2000.  The APA  established  the
level of  royalties  paid by  Coca-Cola  (Japan)  Company to our Company for the
years 1993 through 2001.  These increases were partially  offset by pension plan
contributions  of  approximately  $124 million made during the second quarter of
2002.


Investing Activities

   Net cash used in investing activities totaled $731 million for the first nine
months of 2002,  compared to $840 million for the  comparable  period in 2001, a
decrease of $109 million. During the first nine months of 2002, cash outlays for
investing activities included purchases of property, plant and equipment of $582
million and the acquisitions of CBC and CCDA for total combined consideration of
approximately  $328 million (refer to Note E). These items were partially offset
by the receipt of approximately $146 million in 2002 related to the 2001 sale of
our Company's  ownership interests in various Russian bottling  operations.  Our
Company currently estimates that purchases of property, plant and equipment will
total   approximately   $800  to  $900  million  for  the  full  year  2002  and
approximately $1 billion for 2003.


Financing Activities

   Our financing  activities include net borrowings,  dividend  payments,  share
issuances and share repurchases.  Net cash used in financing  activities totaled
$1,912  million for the first nine months of 2002 compared to $1,526 million for
the first nine months of 2001, an increase of $386 million.

   In the first nine months of 2002, the Company had issuances of debt of $1,402
million and payments of debt of $1,939 million.  The issuances of debt primarily
included $636 million of issuances of commercial  paper with  maturities over 90
days and $750  million in issuances  of  long-term  notes due June 1, 2005.  The
payments of debt  primarily  included $616 million  related to commercial  paper
with  maturities  over 90 days,  and net payments of $1,275  million  related to
commercial paper with maturities less than 90 days.

                                       35

<PAGE>



                        FINANCIAL CONDITION (Continued)

Financing Activities (Continued)

   For the  comparable  first nine months of 2001,  the Company had issuances of
debt of $2,660 million and payments of debt of $3,225 million.  The issuances of
debt primarily  included  $2,121  million of issuances of commercial  paper with
maturities  over 90 days and a $500  million  issuance of  long-term  debt.  The
payments of debt primarily  included $3,128 million related to commercial  paper
with  maturities  over 90 days,  and net  payments  of $72  million  related  to
commercial paper with maturities less than 90 days.

   During the first nine months of 2002 and 2001, the Company repurchased common
stock under the stock  repurchase  plan  authorized by our Board of Directors in
October 1996.  Cash used to purchase  common stock for treasury was $478 million
for the first nine months of 2002  compared  to $219  million for the first nine
months of 2001.  During the first nine months of 2002,  the Company  repurchased
approximately  9,327,000 shares of common stock at an average cost of $49.79 per
share  under the 1996 plan.  During the first nine  months of 2001,  the Company
repurchased approximately 4,050,000 shares of common stock at an average cost of
$48.76 per share under the 1996 plan. The Company  currently  estimates that its
share repurchases will total  approximately $750 million during 2002 and over $1
billion during 2003.

Financial Position

   The  Condensed  Consolidated  Balance  Sheet as of  September  30,  2002,  as
compared to the  Condensed  Consolidated  Balance Sheet as of December 31, 2001,
was  significantly  impacted by our Company's  consolidation of CCEAG.  Prior to
consolidation,  our  investment  in  CCEAG  was  recorded  as an  equity  method
investment.  Thus,  the $836 million  decrease in "Equity  method  investments -
other, principally bottling companies" was primarily driven by the consolidation
of CCEAG. Upon consolidation of CCEAG, the individual  balances were included in
the Company's  respective  balance sheet line items. The consolidation of CCEAG,
CCDA,  CBC and  Odwalla  was the main  reason for the  following  changes in the
Company's  balance sheet from December 31, 2001 to September 30, 2002:  (1) $301
million increase in "Trade accounts receivable";  (2) $1,234 million increase in
"Property,  Plant and Equipment";  (3) $945 million  increase in "Trademarks and
Other   Intangible   Assets";   and  (4)  $1,238  million   increase  in  "Other
liabilities."

   The  increase  in  "Cash  and  cash  equivalents"  was due  primarily  to the
accumulation of cash for the quarterly dividend payment and the consolidation of
CCEAG. The increase in "Accounts payable and accrued expenses" was primarily due
to dividends payable accrued as of September 30, 2002, which will be paid during
the  fourth  quarter  of 2002  and the  consolidation  of  CCEAG,  CCDA and CBC.
Additionally, the asset impairments recorded as a result of the adoption of SFAS
No. 142,  which was effective  January 1, 2002,  also impacted the September 30,
2002  Condensed  Consolidated  Balance  Sheet,  by reducing the balances in both
"Investments and Other Assets" and "Trademarks and Other Intangible Assets."

                                       36

<PAGE>


                        FINANCIAL CONDITION (Continued)


Financial Position (Continued)

   The $1,616 million  increase in the Company's  long-term debt was due to both
the  consolidation  of  CCEAG,  which  had  the  effect  of  increasing  debt by
approximately $890 million, of which approximately $810 million is classified as
long-term,  and the  issuance  during 2002 of $750  million of notes due June 1,
2005.  The proceeds of this $750 million  long-term  debt  issuance were used to
reduce current debt.

Exchange

   Our international  operations are subject to certain opportunities and risks,
including currency  fluctuations and government  actions. We closely monitor our
operations  in each country and seek to adopt  appropriate  strategies  that are
responsive to changing  economic and political  environments and to fluctuations
in foreign currencies.

   We use approximately 59 functional currencies.  Due to our global operations,
weaknesses in some of these  currencies are often offset by strengths in others.
The U.S. dollar was approximately 1 percent weaker in the third quarter of 2002,
compared to the third quarter of 2001, based on comparable weighted averages for
our  functional  currencies.  This does not  include  the effects of our hedging
activities and, therefore, does not reflect the actual impact of fluctuations in
exchange rates on our operating results. Our foreign currency management program
mitigates  over time a portion  of the  impact of  exchange  on net  income  and
earnings  per share.  The  effective  impact of exchange  to our  Company  after
considering   hedging   activities  was  a  reduction  to  operating  income  of
approximately  1 percent in the third quarter of 2002,  and of  approximately  3
percent for the first nine months of 2002, compared to the same periods in 2001.
The  effective  impact of  exchange  to our Company  after  considering  hedging
activities was a negative  impact of $0.01 on net income per share for the third
quarter of 2002, and a negative  impact of $0.06 on net income per share for the
first  nine  months of 2002,  compared  to the same  periods  in 2001.  Based on
currently available information, our Company expects this trend to continue, and
probably  worsen  somewhat,  during the fourth  quarter of 2002.  For 2003,  the
Company  expects  exchange to have a neutral or slightly  negative impact on its
operating results.

   The  Company  will  continue  to manage its  foreign  currency  exposures  to
mitigate  over time a  portion  of the  impact of  exchange  on net  income  and
earnings per share. Our Company conducts business in nearly 200 countries around
the world, and we manage foreign currency exposures through the portfolio effect
of the basket of functional currencies in which we do business.

                                       37

<PAGE>



                           FORWARD-LOOKING STATEMENTS

   Certain written and oral  statements made by our Company and  subsidiaries or
with  the  approval  of an  authorized  executive  officer  of our  Company  may
constitute "forward-looking  statements" as defined under the Private Securities
Litigation  Reform Act of 1995,  including  statements  made in this  report and
other filings with the Securities and Exchange Commission.  Generally, the words
"believe," "expect," "intend," "estimate,"  "anticipate,"  "project," "will" and
similar expressions identify forward-looking statements, which generally are not
historical in nature. All statements which address operating performance, events
or  developments  that we  expect  or  anticipate  will  occur in the  future --
including  statements relating to volume growth, share of sales and earnings per
share growth and statements  expressing  general optimism about future operating
results  --  are  forward-looking  statements.  Forward-looking  statements  are
subject to certain risks and  uncertainties  that could cause actual  results to
differ  materially  from our  Company's  historical  experience  and our present
expectations or projections.  As and when made,  management  believes that these
forward-looking statements are reasonable.  However, caution should be taken not
to place  undue  reliance  on any such  forward-looking  statements  since  such
statements  speak  only as of the date when  made.  The  Company  undertakes  no
obligation to publicly update or revise any forward-looking statements,  whether
as a result of new information, future events or otherwise.

   The following  are some of the factors that could cause our Company's  actual
results  to  differ  materially  from  the  expected  results  described  in  or
underlying our Company's forward-looking statements:

*  Foreign  currency rate  fluctuations,  interest rate  fluctuations  and other
   capital  market  conditions.  Most  of  our  exposures  to  capital  markets,
   including  foreign currency and interest rates, are managed on a consolidated
   basis,  which allows us to net certain exposures and, thus, take advantage of
   any natural offsets.  We use derivative  financial  instruments to reduce our
   net exposure to financial risks. There can be no assurance, however, that our
   financial  risk  management  program will be successful  in reducing  capital
   market exposures.

*  Changes in the nonalcoholic  beverages business  environment.  These include,
   without limitation, changes in consumer preferences,  competitive product and
   pricing  pressures and our ability to gain or maintain  share of sales in the
   global  market as a result of actions by  competitors.  Factors such as these
   could impact our earnings, share of sales and volume growth.

                                       38

<PAGE>



                     FORWARD-LOOKING STATEMENTS (Continued)

*  Adverse weather conditions, which could reduce demand for Company products.

*  Economic and  political  conditions,  especially  in  international  markets,
   including civil unrest,  governmental changes and restrictions on the ability
   to transfer capital across borders.  Without limiting the preceding sentence,
   the current  unstable  economic and political  conditions and civil unrest in
   the Middle East,  Northern  Africa and Brazil could have an adverse impact on
   our  Company's  business  results and  valuation of assets in those  regions.
   Moreover,  if the conflict between the U.S. and Iraq escalates,  our business
   results could be negatively impacted.

*  Our ability to generate  sufficient cash flows to support  capital  expansion
   plans, share repurchase programs and general operating activities.

*  Changes in laws and regulations,  including changes in accounting  standards,
   taxation  requirements  (including tax rate changes, new tax laws and revised
   tax law interpretations), competition laws and environmental laws in domestic
   or foreign jurisdictions.

*  The effectiveness of our advertising, marketing and promotional programs.

*  Fluctuations in the cost and availability of raw materials and the ability to
   maintain favorable supplier arrangements and relationships.

*  Our  ability to achieve  earnings  forecasts,  which are  generated  based on
   projected  volumes and sales of many  product  types,  some of which are more
   profitable  than others.  There can be no assurance  that we will achieve the
   projected level or mix of product sales.

*  Our ability to penetrate developing and emerging markets,  which also depends
   on economic and political conditions,  and how well we are able to acquire or
   form  strategic  business  alliances  with local  bottlers and make necessary
   infrastructure enhancements to production facilities,  distribution networks,
   sales  equipment  and  technology.   Moreover,  the  supply  of  products  in
   developing  markets must match the customers' demand for those products,  and
   due to product price and cultural  differences,  there can be no assurance of
   product acceptance in any particular market.

*  The  uncertainties  of litigation,  as well as other risks and  uncertainties
   detailed  from  time  to  time  in  our  Company's  Securities  and  Exchange
   Commission filings.

The foregoing list of important factors is not exclusive.

                                       39
<PAGE>

Item 3. Quantitative and Qualitative Disclosures
                About Market Risk

   We have no  material  changes to the  disclosure  on this  matter made in our
Annual Report on Form 10-K for the year ended December 31, 2001.


Item 4.  Controls and Procedures

   The Company maintains disclosure controls and procedures that are designed to
ensure that  information  required to be disclosed in the  Company's  Securities
Exchange Act reports is recorded, processed,  summarized and reported within the
time periods  specified in the SEC's rules and forms,  and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely
decisions  regarding  required  disclosure.  In  designing  and  evaluating  the
disclosure controls and procedures,  management recognized that any controls and
procedures,  no  matter  how  well  designed  and  operated,  can  provide  only
reasonable assurance of achieving the desired control objectives, and management
necessarily  was required to apply its judgement in evaluating the  cost-benefit
relationship  of  possible  controls  and  procedures.  Also,  the  Company  has
investments in certain unconsolidated  entities. As the Company does not control
or manage these entities, its disclosure controls and procedures with respect to
such entities are necessarily substantially more limited than those it maintains
with respect to its consolidated subsidiaries.

   During the 90-day period prior to the date of this report,  an evaluation was
performed  under the  supervision  and with the  participation  of our Company's
management,  including  the Chief  Executive  Officer  and the  Chief  Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls  and  procedures.  Based  upon that  evaluation,  the Chief
Executive  Officer and the Chief Financial  Officer concluded that the Company's
disclosure  controls and procedures  were  effective.  Subsequent to the date of
this  evaluation,  there  have  been no  significant  changes  in the  Company's
internal  controls or in other  factors  that could  significantly  affect these
controls,   and  no  corrective   actions  taken  with  regard  to   significant
deficiencies or material weaknesses in such controls.

                                       40
<PAGE>


Part II.   Other Information

Item 1.      Legal Proceedings

   As reported in the  Company's  Annual  Report on Form 10-K for the year ended
December 31, 2001,  on October 27,  2000,  a class action  lawsuit  (Carpenter's
Health & Welfare Fund of  Philadelphia & Vicinity v. The Coca-Cola  Company,  et
al.) was filed in the United States District Court for the Northern  District of
Georgia alleging that the Company,  M. Douglas Ivester,  Jack L. Stahl and James
E. Chestnut  violated  antifraud  provisions of the federal  securities  laws by
making  misrepresentations  or  material  omissions  relating  to the  Company's
financial condition and prospects in late 1999 and early 2000. A second, largely
identical lawsuit (Gaetan LaValla v. The Coca-Cola Company, et al.) was filed in
the same court on November 9, 2000. The  Complaints  allege that the Company and
the individual named officers:  (1) forced certain  Coca-Cola system bottlers to
accept "excessive,  unwanted and unneeded" sales of concentrate during the third
and fourth quarters of 1999, thus creating a misleading  sense of improvement in
our Company's performance in those quarters;  (2) failed to write down the value
of impaired  assets in Russia,  Japan and  elsewhere  on a timely  basis,  again
resulting in the  presentation of misleading  interim  financial  results in the
third and fourth  quarters of 1999; and (3)  misrepresented  the reasons for Mr.
Ivester's  departure  from the  Company  and  then  misleadingly  reassured  the
financial  community  that  there  would be no  changes  in the  Company's  core
business strategy or financial  outlook following that departure.  Damages in an
unspecified amount are sought in both Complaints.

   On January 8, 2001, an order was entered by the United States  District Court
for the  Northern  District  of  Georgia  consolidating  the two  cases  for all
purposes.  The Court also ordered the plaintiffs to file a Consolidated  Amended
Complaint.  On July 25, 2001, plaintiffs filed a Consolidated Amended Complaint,
which largely repeated the allegations made in the original Complaints and added
Douglas N. Daft as an additional defendant.

   On September 25, 2001, the defendants filed a Motion to Dismiss all counts of
the  Consolidated  Amended  Complaint.  On August 20, 2002, the Court granted in
part and  denied in part the  defendants'  Motion  to  Dismiss.  The Court  also
granted the  plaintiffs'  Motion for Leave to Amend the  Complaint.  On or about
September 5, 2002, the defendants filed a Motion for Partial  Reconsideration of
the  Court's  August 20, 2002  ruling.  This latter  Motion is  currently  under
consideration by the Court.

   The  Company  believes it has  meritorious  legal and  factual  defenses  and
intends to defend the consolidated action vigorously.

   The Company is involved in various other legal proceedings. Management of 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.

                                       41

<PAGE>



Item 6. Exhibits and Reports on Form 8-K

        (a)     Exhibits:

                 3  -  By-Laws of the Company, as amended and restated through
                       October 17, 2002.

                10  -  1989 Restricted Stock Award Plan, as amended and
                       restated through March 1, 2002.

                12  -  Computation of Ratios of Earnings to Fixed Charges.


        (b) Reports on Form 8-K:

            During the third quarter of 2002, the Company filed a report on
            Form 8-K dated August 13, 2002.

            Item 9. Regulation FD Disclosure:

            (1)  Statements Under Oath of Principal Executive Officer and
                 Principal Financial Officer Regarding Facts and Circumstances
                 Relating to Exchange Act Filings.

            (2)  Certifications of the Principal Executive Officer and the
                 Principal Financial Officer, pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.


                                       42

<PAGE>




                                   SIGNATURE

   Pursuant to the  requirements  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)


Date:  November 13, 2002        By: /s/  Connie D. McDaniel
                                ----------------------------
                                         Connie D. McDaniel
                                         Vice President and Controller
                                         (On behalf of the Registrant and
                                         as Chief Accounting Officer)








                                       43

<PAGE>




                                 CERTIFICATIONS

I, Douglas N. Daft, Chairman, Board of Directors, and Chief Executive Officer of
The Coca-Cola Company, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Coca-Cola Company;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b)  evaluated  the  effectiveness  of the  registrant's disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

                                       44
<PAGE>


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

                                        Date:  November 12, 2002


                                        /s/  Douglas N. Daft
                                        ---------------------------------
                                             Douglas N. Daft
                                             Chairman, Board of Directors, and
                                             Chief Executive Officer


                                     45
<PAGE>


I, Gary P. Fayard,  Senior Vice  President  and Chief  Financial  Officer of
The Coca-Cola Company, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Coca-Cola Company;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

                                       46

<PAGE>


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

                                        Date:  November 12, 2002


                                        /s/   Gary P. Fayard
                                        --------------------------
                                              Gary P. Fayard
                                              Senior Vice President and
                                              Chief Financial Officer






                                       47






<PAGE>



                                 Exhibit Index




Exhibit Number and Description


  (a)     Exhibits

          3 - By-Laws of the Company, as amended and restated through
                October 17, 2002.

          10 - 1989 Restricted  Stock Award Plan, as amended and restated
               through March 1, 2002.

          12 - Computation of Ratios of Earnings to Fixed Charges.

                                       48

<PAGE>