================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K
             [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 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

          Securities registered pursuant to Section 12(b) of the Act:


                                                   Name of each exchange on
      Title of each class                              which registered
      -------------------                          ------------------------
  COMMON STOCK, $.25 PAR VALUE                      NEW YORK STOCK EXCHANGE

Securities registered  pursuant to Section 12(g) of the Act:   None


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.

                        Yes   X          No
                            ----            ----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
             ----

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

                        Yes   X            No
                            ----              ----

The aggregate  market value of the common equity held by  non-affiliates  of the
Registrant  (assuming  for  these  purposes,  but  without  conceding,  that all
executive  officers and Directors are "affiliates" of the Registrant) as of June
28, 2002,  the last business day of the  Registrant's  most  recently  completed
second fiscal quarter, was $121,210,276,488  (based on the closing sale price of
the  Registrant's  Common  Stock on that date as  reported on the New York Stock
Exchange).

The number of shares outstanding of the Registrant's Common Stock as of February
21, 2003, was 2,471,045,132.


                      DOCUMENTS INCORPORATED BY REFERENCE

Portions  of the  Company's  Annual  Report to Share  Owners  for the year ended
December 31, 2002, are incorporated by reference in Parts I, II and IV.

Portions of the Company's Proxy Statement for the Annual Meeting of Share Owners
to be held on April 16, 2003, are incorporated by reference in Part III.

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<PAGE>

                                     PART I
                                     ------

ITEM 1. BUSINESS
----------------

     The Coca-Cola Company is the largest manufacturer, distributor and marketer
of nonalcoholic beverage concentrates and syrups in the world. Finished beverage
products  bearing our trademarks,  sold in the United States since 1886, are now
sold in more than 200 countries  and include the leading soft drink  products in
most of these  countries.  When used in this report,  the terms "Company," "we,"
"us" or "our" mean The Coca-Cola Company and its divisions and subsidiaries.

     Our business is nonalcoholic  beverages -- principally  soft drinks (1) but
also  a  variety  of  noncarbonated   beverages.(2)   We  manufacture   beverage
concentrates and syrups,  as well as some finished  beverages,  which we sell to
bottling and canning  operations,  distributors,  fountain  wholesalers and some
fountain  retailers.  We also market and distribute  juices and juice drinks and
certain water  products.  In addition,  we have ownership  interests in numerous
bottling and canning operations.

     We were incorporated in September 1919 under the laws of the State of
Delaware and succeeded to the business of a Georgia corporation with the same
name that had been organized in 1892.

     Our Company is one of numerous competitors in the commercial beverages
market. Of the approximately 50 billion beverage servings of all types consumed
worldwide every day, beverages bearing our trademarks ("Company Trademark
Beverages") account for more than 1.2 billion.

     We believe that our success depends on our ability to connect with
consumers by creating brands they love. It further depends on the capacity of
our people, together with our bottling partners, to find new and appealing ways
to deliver those brands to thirsty people everywhere. Our Company has adopted an
approach to its business that is based on the following strategic priorities:

     - Accelerate carbonated soft-drink growth, led by Coca-Cola
     - Selectively broaden our family of beverage brands to drive profitable
       growth
     - Grow system profitability and capability together with our bottling
       partners
     - Serve customers with creativity and consistency to generate growth across
       all channels
     - Direct investments to highest-potential areas across markets
     - Drive efficiency and cost effectiveness everywhere

     The Company's operating structure includes the following operating
segments, the first five of which are also sometimes referred to as strategic
business units:

     - North America
     - Africa
     - Europe, Eurasia and Middle East
     - Latin America
     - Asia
     - Corporate

This structure is the basis for our Company's internal financial reporting.  The
North  America  segment  includes  the United  States,  Canada and Puerto  Rico.
Effective January 1, 2001, the Company's operating segments were

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

(1)  As used  in this  report,  the  term  "soft  drinks"  means  nonalcoholic
carbonated  beverages  containing  flavorings and sweeteners,  excluding waters,
flavored waters and carbonated or noncarbonated teas, coffees and sports drinks.

(2)  As  used  in  this  report,  the  term  "noncarbonated  beverages"  means
nonalcoholic  noncarbonated beverages including,  but not limited to, waters and
flavored waters, juices and juice-based  beverages,  sports drinks, and teas and
coffees.

                                       1

<PAGE>




geographically  reconfigured and renamed. At that time, Puerto Rico was added to
the North  America  segment  from the Latin  America  segment.  The Middle  East
Division was added to the Europe and Eurasia segment,  which changed its name to
the Europe,  Eurasia and Middle East segment.  At the same time,  the Africa and
Middle East segment,  less the  reclassified  Middle East Division,  changed its
name to the Africa  segment.  During the first quarter of 2001, the Asia Pacific
segment was  renamed the Asia  segment.  During the first  quarter of 2002,  the
Egypt Region was reclassified  from the Europe,  Eurasia and Middle East segment
to the Africa segment.

     At the date of this report,  the heads of the strategic  business units are
as follows:  Alexander B. Cummings, Jr. (Africa), Mary E. Minnick (Asia), A.R.C.
"Sandy"  Allan  (Europe,  Eurasia and Middle  East),  Jose Octavio  Reyes (Latin
America) and Jeffrey T. Dunn (North America). See "Item X. -- Executive Officers
of the Company." The heads of the strategic  business  units report to Steven J.
Heyer,  President and Chief  Operating  Officer of the Company.  Steven J. Heyer
reports  to  Douglas  N.  Daft,  Chairman  of the Board of  Directors  and Chief
Executive Officer of the Company.

     Except to the  extent  that  differences  between  operating  segments  are
material to an  understanding  of our business taken as a whole, the description
of our business in this report is presented on a consolidated basis.

     In the following  table,  prior period  amounts have been  reclassified  to
conform to the current  period  presentation.  Information  about our  Company's
operations  for the years ended  December 31, 2002,  2001 and 2000, by operating
segment, is as follows (in millions):


<TABLE>
<CAPTION>


                               North                 Europe, Eurasia       Latin
                              America     Africa     and Middle East      America      Asia      Corporate     Consolidated
                              -------     ------     ---------------      -------      ----      ---------     ------------
<S>                           <C>         <C>           <C>               <C>        <C>          <C>            <C>
Net operating revenues
         2002                 $ 6,264     $ 684         $ 5,262           $ 2,089    $ 5,054      $  211         $ 19,564
         2001                   5,729       633           3,961             2,181      4,861         180           17,545
         2000                   5,679       624           3,929             2,024      4,949         149           17,354

Operating income
         2002                   1,494       224           1,612             1,033      1,820        (725)           5,458
         2001                   1,480       276           1,461             1,094      1,763        (722)           5,352
         2000                   1,409       164           1,310               908        956      (1,056)           3,691

Income before income taxes
 and cumulative effect
 of accounting change

         2002                  1,515        187           1,540             1,081      1,848        (672)           5,499
         2001                  1,472        262           1,413             1,279      1,808        (564)           5,670
         2000                  1,413        134           1,406               859        651      (1,064)           3,399


</TABLE>



For additional financial information about our operating segments and geographic
areas, see Notes 1 and 20 to the Consolidated Financial Statements, set forth on
pages 77-81 and 104-106,  respectively, of our Annual Report to Share Owners for
the year ended December 31, 2002, incorporated herein by reference.

     Our Company  manufactures and sells soft drink and  noncarbonated  beverage
concentrates  (sometimes  referred to as beverage  bases) and syrups,  including
fountain  syrups.  We also  manufacture and sell some finished  beverages,  both
carbonated and noncarbonated,  including certain juice and juice-drink  products
and water products.

     Syrups are composed of sweetener, water and flavoring concentrate.  We sell
the  concentrates  and syrups for bottled  and canned  beverages  to  authorized
bottling and canning operations. In addition to concentrates and syrups for soft
drink products and flavored noncarbonated  beverages,  we also sell concentrates
for purified water products such as Dasani to authorized bottling operations.

                                       2
<PAGE>

     The bottlers or canners of  soft-drink  products  either  combine the syrup
with  carbonated  water or combine the  concentrate  with  sweetener,  water and
carbonated water to produce  finished soft drinks.  The finished soft drinks are
packaged  in  authorized  containers  bearing  our  trademarks  -- such as cans,
refillable and non-refillable  glass and plastic bottles -- and are then sold to
retailers or, in some cases,  wholesalers.  Principally in the United States, we
manufacture  fountain syrups and sell these to authorized  fountain  wholesalers
and some  fountain  retailers.  (Outside  the  United  States,  fountain  syrups
typically are manufactured by authorized bottlers from concentrates sold to them
by the Company.) Authorized fountain  wholesalers  (including certain authorized
bottlers) sell fountain syrups to fountain retailers. The fountain retailers use
dispensing  equipment to mix the syrup with  carbonated  or still water and then
sell  finished soft drinks or  noncarbonated  beverages to consumers in cups and
glasses.

     Finished beverages  manufactured by us comprise a variety of carbonated and
noncarbonated  beverages.  Most of these  finished  beverages  are sold by us to
authorized  bottlers  or  distributors,  who in  turn  sell  these  products  to
retailers or, in some cases, wholesalers. Both directly and through a network of
business partners,  including certain Coca-Cola  bottlers,  Company-manufactured
juice and  juice-drink  products  and certain  water  products are sold by us to
retailers and wholesalers in the United States and numerous other countries.

     The  Company's  beverage  products  include  bottled  and canned  beverages
produced by independent and Company-owned  bottling and canning  operations,  as
well as concentrates,  syrups and some  non-ready-to-drink  powder products. Our
beverage products include Coca-Cola, Coca-Cola classic, caffeine free Coca-Cola,
caffeine free Coca-Cola classic,  diet Coke (sold under the trademark  Coca-Cola
light in many countries other than the United States),  caffeine free diet Coke,
diet Coke with lemon,  Vanilla Coke, diet Vanilla Coke, Cherry Coke, diet Cherry
Coke,  Fanta brand soft drinks,  Sprite,  diet Sprite (sold under the  trademark
Sprite light in many countries  other than the United States),  Mr. Pibb,  Mello
Yello,  TAB,  Fresca,  Barq's  root beer and  other  flavors,  Citra,  POWERade,
Fruitopia,  Minute Maid flavors,  Aquarius,  Sokenbicha,  Ciel, Bonaqa,  Dasani,
Lift, Thums Up, Kinley, Pop, Kuat, Qoo and other products developed for specific
countries,  including Georgia brand  ready-to-drink  coffees, and numerous other
brands.  In many  countries  (excluding  the United  States,  among  others) our
Company's  beverage products also include  Schweppes,  Canada Dry, Dr Pepper and
Crush.  Our Company  produces,  distributes  and markets  juice and  juice-drink
products,  including Minute Maid products,  Simply Orange orange juice,  Odwalla
and Samantha super premium juices and drinks, Five Alive refreshment  beverages,
Bacardi  tropical fruit mixers  (manufactured  and marketed under a license from
Bacardi & Company  Limited),  and Hi-C  ready-to-serve  fruit  drinks.  Beverage
Partners  Worldwide,  the  Company's  50% owned joint  venture with Nestle S.A.,
markets ready-to-drink teas and coffees in certain countries. Our Company is the
exclusive  master  distributor  of Evian  bottled water in the United States and
Canada. In addition,  CCDA Waters, L.L.C., a 51% owned consolidated  subsidiary,
has a license  for the use of the  Dannon  and  Sparkletts  water  brands in the
United States.

     Consumer demand  determines the optimal menu of Company product  offerings.
Consumer  demand can vary from one locale to  another  and can change  over time
within a single locale.  Employing our business strategy, and with special focus
on Coca-Cola,  our Company  seeks to build its existing  brands and, at the same
time, to broaden its historical family of brands, products and services in order
to create and satisfy consumer demand locale by locale.

     Our Company  introduced a variety of new brands and  products  during 2002.
Vanilla  Coke  was  rolled  out  initially  in the  United  States  and  Canada,
commencing in May. In October,  diet Vanilla Coke was introduced in the same two
countries.   Vanilla  Coke  also  was  introduced  in  other  markets  including
Australia,  New Zealand and Nordic  markets  during  2002,  with more  countries
planning launches for 2003. Diet Coke with lemon/Coca-Cola  light with lemon was
rolled  out  in  20  new   international   markets.   Among  other  new  product
introductions, Love Body diet tea was introduced in Japan.

     During 2002, we acquired certain brands or license rights for brands. These
included  Risco  water in Mexico,  Dorna water and Valser  water in Europe,  the
Seagram's mixers line of soft drinks, and Rio Beverages in New Zealand.

     Also during 2002,  our Company  broadened its  collaboration  with The Walt
Disney Company to market noncarbonated children's beverages.

                                       3
<PAGE>

     Our Company  measures  sales  volume in two ways:  (1) gallons and (2) unit
cases of finished products. "Gallons" is a unit of measurement for concentrates,
syrups,  beverage bases, finished beverages and powders (in all cases, expressed
in equivalent  gallons of syrup) for all beverage  products which are reportable
as unit case volume. Most of our revenues are based on this measure of primarily
"wholesale"  activity.  We also  measure  volume in unit cases.  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.  This volume primarily
consists of beverage products bearing Company trademarks.  Also included in unit
case volume are certain  products  licensed to our Company or owned by Coca-Cola
system bottlers,  for which our Company provides  marketing  support and derives
profit  from the  sales.  Such  products  licensed  to our  Company  or owned by
Coca-Cola  system  bottlers  account  for a minimal  portion  of total unit case
volume.  Although most of our Company's  revenues are not based directly on unit
case  volume,  we  believe  unit  case  volume  is one of  the  measures  of the
underlying  strength of the Coca-Cola business system because it measures trends
at the consumer level.

     In 2002,  concentrates  and  syrups for  beverages  bearing  the  trademark
"Coca-Cola" or including the trademark "Coke" accounted for approximately 57% of
the Company's total gallon sales.

     In  2002,  gallon  sales  in  the  United  States  ("U.S.   gallon  sales")
represented   approximately  28%  of  the  Company's   worldwide  gallon  sales.
Approximately  59% of U.S.  gallon sales for 2002 was  attributable  to sales of
beverage   concentrates  and  syrups  to  approximately  81  authorized  bottler
ownership  groups in  approximately  394 licensed  territories.  Those  bottlers
prepare and sell finished  beverages  bearing our  trademarks for the food store
and vending machine  distribution  channels and for other distribution  channels
supplying home and immediate consumption.  Approximately 33% of 2002 U.S. gallon
sales was  attributable  to fountain  syrups sold to fountain  retailers  and to
approximately 650 authorized fountain  wholesalers,  some of whom are authorized
bottlers.  These fountain wholesalers in turn sell the syrups or deliver them on
the Company's behalf to restaurants and other fountain retailers.  The remaining
approximately  8% of 2002 U.S.  gallon  sales was  attributable  to sales by the
Company of finished  beverages,  including  juice and  juice-drink  products and
certain  water  products.  Coca-Cola  Enterprises  Inc.,  including its bottling
subsidiaries   and   divisions   ("Coca-Cola   Enterprises"),    accounted   for
approximately  53% of the Company's  U.S.  gallon sales in 2002. At December 31,
2002, our Company held an ownership  interest of approximately  38% in Coca-Cola
Enterprises,   which  is  the  world's  largest  bottler  of  Company  Trademark
Beverages.

     In 2002, gallon sales outside the United States  represented  approximately
72% of the Company's  worldwide  gallon sales.  In 2002,  our principal  markets
outside the United States, based on gallon sales, were Mexico, Brazil, Japan and
Germany,  which together accounted for approximately 25% of our worldwide gallon
sales.  Approximately 90% of non-U.S. unit case volume for 2002 was attributable
to  sales  of  beverage  concentrates  and  syrups  to  authorized  bottlers  in
approximately  509 licensed  territories,  together with sales by the Company of
finished beverages other than juice and juice-drink  products.  Approximately 6%
of 2002  non-U.S.  unit case volume was  attributable  to fountain  syrups.  The
remaining approximately 4% of 2002 non-U.S. unit case volume was attributable to
juice and juice-drink products.

     In addition to conducting  its own  independent  advertising  and marketing
activities,  our Company may provide  promotional and marketing  services and/or
funds and consultation to its bottlers and to fountain and bottle/can retailers.
In most cases we do this on a discretionary basis, under the terms of commitment
letters or agreements, even though we are not obligated to do so under the terms
of the bottling or distribution agreements between our Company and the bottlers.
Also on a  discretionary  basis,  in most  cases,  the  Company  may develop and
introduce new products,  packages and equipment to assist its bottlers, fountain
syrup wholesalers and fountain beverage retailers. The aggregate amount of funds
provided by our Company to  bottlers,  resellers,  vendors or  customers  of our
Company's  products,  principally  including  participation  in sales  promotion
programs and volume-based incentives, was approximately $3.4 billion in 2002.

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

                                       4
<PAGE>

     Bottler's Agreements and Distribution Agreements
     ------------------------------------------------

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

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

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

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

     Our Company  generally has complete  flexibility to determine the price and
other terms of sale of concentrates  and syrups we sell to bottlers  outside the
United States. In some instances, we have agreed or may in the future agree with
the bottler  with  respect to  concentrate  pricing on a  prospective  basis for
specified  time  periods.  Outside the United  States,  in most cases we have no
obligation to provide marketing support to the bottlers.  Nevertheless,  we may,
in our discretion,  contribute towards bottler  expenditures for advertising and
marketing. We may also elect to undertake independent or cooperative advertising
and marketing activities.

     Within the United States.  In the United States,  with certain very limited
exceptions,  the Bottler's  Agreements  for  Coca-Cola  and other  cola-flavored
beverages have no stated expiration date. Our standard  contracts for other soft
drink flavors and for noncarbonated beverages are of stated duration, subject to
bottler  renewal  rights.  The  Bottler's  Agreements  in the United  States are
subject to termination by the Company for  nonperformance or upon the occurrence
of certain  defined  events of default which may vary from contract to contract.
The so-called  "1987  Contract,"  described  below, is terminable by the Company
upon the occurrence of certain events including:

     - the bottler's insolvency, dissolution, receivership or the like;
     - any  disposition by the bottler or any of its  subsidiaries of any voting
       securities of any bottler subsidiary without the consent of the Company;
     - any  material  breach of any  obligation  of the  bottler  under the 1987
       Contract; or
     - except in the case of certain  bottlers,  if a person or affiliated group
       acquires or obtains  any right to acquire  beneficial  ownership  of more
       than 10% of any  class or  series of  voting  securities  of the  bottler
       without authorization by the Company.

                                       5
<PAGE>

     Under the terms of the Bottler's Agreements,  bottlers in the United States
are authorized to  manufacture  and distribute  Company  Trademark  Beverages in
bottles and cans.  However,  these  bottlers  generally  are not  authorized  to
manufacture fountain syrups. Rather, our Company manufactures and sells fountain
syrups to approximately 650 authorized fountain  wholesalers  (including certain
authorized  bottlers) and some fountain retailers.  The wholesalers in turn sell
the syrups or deliver them on our behalf to restaurants and other retailers. The
wholesaler  typically  acts pursuant to a  non-exclusive  letter of  appointment
which neither  restricts the pricing of fountain  syrups by us nor the territory
in which the wholesaler may resell in the United States.

     In the United  States,  the form of Bottler's  Agreement for  cola-flavored
soft drinks that covers the largest amount of U.S. volume (the "1987  Contract")
gives us complete  flexibility to determine the price and other terms of sale of
soft drink concentrates and syrups for cola-flavored Company Trademark Beverages
("Coca-Cola Trademark Beverages") and other Company Trademark Beverages. In some
instances,  we have  agreed or may in the  future  agree with the  bottler  with
respect  to  concentrate  pricing  on a  prospective  basis for  specified  time
periods.  Bottlers operating under the 1987 Contract accounted for approximately
88% of our  Company's  total United  States  gallon sales for bottled and canned
beverages,  excluding  direct  sales by the  Company  of juice  and  juice-drink
products and other finished beverages ("U.S.  bottle/can gallon sales") in 2002.
Certain other forms of U.S.  Bottler's  Agreements,  entered into prior to 1987,
provide for soft drink  concentrates or syrups for certain  Coca-Cola  Trademark
Beverages  to be priced  pursuant to a stated  formula.  The oldest such form of
contract,  applicable  to  bottlers  accounting  for  approximately  1% of  U.S.
bottle/can gallon sales in 2002,  provides for a fixed price for Coca-Cola syrup
used in bottles  and cans.  This price is subject to  quarterly  adjustments  to
reflect  changes  in the  quoted  price of sugar.  Bottlers  accounting  for the
remaining  approximately  11% of U.S.  bottle/can  gallon  sales  in  2002  have
contracts  for certain  Coca-Cola  Trademark  Beverages  with  pricing  formulas
generally  providing for a baseline  price.  This baseline price may be adjusted
periodically  by the Company,  up to a maximum  indexed  ceiling  price,  and is
adjusted  quarterly based upon changes in certain sugar or sweetener  prices, as
applicable.

     We have standard  contracts with bottlers in the United States for the sale
of  concentrates  and  syrups for  non-cola-flavored  soft  drinks  and  certain
noncarbonated  beverages in bottles and cans;  and in certain cases for the sale
of finished  noncarbonated  beverages in bottles and cans. All of these standard
contracts give the Company complete flexibility to determine the price and other
terms of sale.

     Under the 1987  Contract  and most of our  other  standard  soft  drink and
noncarbonated beverage contracts with bottlers in the United States, our Company
has no obligation to participate  with bottlers in expenditures  for advertising
and marketing.  Nevertheless,  in our  discretion we may contribute  toward such
expenditures and undertake independent or cooperative  advertising and marketing
activities.  Some U.S.  Bottler's  Agreements  that  pre-date the 1987  Contract
impose  certain  marketing  obligations  on us with  respect to certain  Company
Trademark Beverages.

     The Company's ability to exercise its contractual  flexibility to determine
the price and other  terms of sale of its  syrups,  concentrates,  and  finished
beverages under various  agreements  described above is, both outside and within
the United States, subject to competitive market conditions.

     Significant Equity Investments and Company Bottling Operations
     --------------------------------------------------------------

     Our Company maintains business  relationships with three types of bottlers:
(1)  independently  owned  bottlers,  in  which  the  Company  has no  ownership
interest;   (2)   bottlers  in  which  the  Company  has   invested  and  has  a
noncontrolling  ownership  interest;  and (3)  bottlers in which the Company has
invested and has a controlling ownership interest. In 2002,  independently owned
bottling operations produced and distributed  approximately 23% of our worldwide
unit case  volume.  We have  equity  positions  in 53  unconsolidated  bottling,
canning and distribution  operations for our products  worldwide.  These cost or
equity  method  investees  produced  and  distributed  approximately  59% of our
worldwide  unit  case  volume  in 2002.  Controlled  and  consolidated  bottling
operations produced and distributed  approximately 8% of our worldwide unit case
volume in 2002.  Fountain  operations  and The  Minute  Maid  Company  (a global
division with operations primarily in the United States and Canada) produced and
distributed the remaining approximately 10% of our worldwide unit case volume in
2002.

     We make  equity  investments  in  selected  bottling  operations  with  the
intention of maximizing  the strength and  efficiency of the Coca-Cola  system's
production,   distribution  and  marketing  systems  around  the  world.   These

                                       6
<PAGE>

investments  are  intended  to result in  increases  in unit  case  volume,  net
revenues,  and profits at the bottler  level,  which in turn generate  increased
gallon sales for our Company's concentrate  business.  When this occurs, both we
and the bottlers  benefit from long-term  growth in volume,  improved cash flows
and increased share-owner value.

     The level of our  investment  generally  depends on the  bottler's  capital
structure  and  its  available   resources  at  the  time  of  the   investment.
Historically,  in  certain  situations,  we have  viewed it as  advantageous  to
acquire a  controlling  interest in a bottling  operation,  often on a temporary
basis.  Owning such a  controlling  interest  has allowed us to  compensate  for
limited local resources and has enabled us to help focus the bottler's sales and
marketing  programs and assist in the development of the bottler's  business and
information systems and the establishment of appropriate capital structures.

     In line with our long-term bottling strategy,  we may periodically consider
options for reducing our ownership interest in a bottler.  One such option is to
combine our bottling  interests  with the  bottling  interests of others to form
strategic  business  alliances.  Another  option  is to sell our  interest  in a
bottling  operation  to one of our equity  investee  bottlers.  In both of these
situations,  our Company  continues to participate  in the bottler's  results of
operations through its share of the equity investee's earnings or losses.

     In  cases  where  our  investments  in  bottlers  represent  noncontrolling
interests,  our  intention is to provide  expertise  and resources to strengthen
those businesses.

     Significant  investees that we account for by the equity method include the
following:

     Coca-Cola  Enterprises Inc. Our ownership interest in Coca-Cola Enterprises
was approximately 38% at December 31, 2002. Coca-Cola Enterprises is the world's
largest  bottler  of the  Company's  beverage  products.  In 2002,  net sales of
concentrates   and  syrups  by  the  Company  to  Coca-Cola   Enterprises   were
approximately $4.3 billion.  Coca-Cola Enterprises also purchases  high-fructose
corn syrup through the Company;  however,  related  collections  from  Coca-Cola
Enterprises  and  payments  to  suppliers  are  not  included  in the  Company's
consolidated  statements of income.  Coca-Cola  Enterprises  estimates  that the
territories in which it markets  beverage  products to retailers  (which include
portions of 46 states and the  District of Columbia in the U.S.,  Canada,  Great
Britain,  continental France, the Netherlands,  Luxembourg,  Belgium and Monaco)
contain approximately 79% of the United States population, 98% of the population
of Canada, and 100% of the populations of Great Britain, continental France, the
Netherlands, Luxembourg, Belgium and Monaco.

     Excluding products in post-mix (fountain) form, in 2002,  approximately 62%
of the unit  case  volume  of  Coca-Cola  Enterprises  was  Coca-Cola  Trademark
Beverages, approximately 31% of its unit case volume was other Company Trademark
Beverages, and approximately 7% of its unit case volume was beverage products of
other   companies.   Coca-Cola   Enterprises'   net   operating   revenues  were
approximately $16.9 billion in 2002.

     Coca-Cola Hellenic Bottling Company S.A. ("Coca-Cola HBC"). At December 31,
2002, our ownership  interest in Coca-Cola HBC was approximately  24%. Coca-Cola
HBC has bottling and  distribution  rights,  through  direct  ownership or joint
ventures,  in  Armenia,  Austria,  Belarus,  Bosnia,  Bulgaria,  Croatia,  Czech
Republic,  Estonia,  Greece,  Hungary,  Latvia,  Lithuania,   Northern  Ireland,
Republic  of Ireland,  Italy,  Macedonia,  Moldova,  Nigeria,  Poland,  Romania,
Russia, Slovakia, Slovenia, Switzerland,  Ukraine and Yugoslavia.  Coca-Cola HBC
estimates that the  territories in which it markets  beverage  products  contain
approximately  67% of the population of Italy and 100% of the populations of the
other countries named above in which Coca-Cola HBC has bottling and distribution
rights.

     In 2002,  Coca-Cola HBC's net sales of beverage products were approximately
U.S.$3.6  billion.  In  2002,  approximately  53% of the  unit  case  volume  of
Coca-Cola HBC was Coca-Cola Trademark  Beverages,  approximately 41% of its unit
case volume was other Company  Trademark  Beverages and  approximately 6% of its
unit case volume was beverage products of Coca-Cola HBC or other companies.

     Coca-Cola Amatil Limited  ("Coca-Cola  Amatil").  At December 31, 2002, our
Company's   ownership  interest  in  Coca-Cola  Amatil  was  approximately  35%.
Coca-Cola  Amatil is the largest bottler of the Company's  beverage  products in
Australia  and  also  has  bottling  and  distribution  rights,  through  direct
ownership or joint ventures, in New Zealand,  Fiji, Papua New Guinea,  Indonesia
and South Korea.  Coca-Cola  Amatil  estimates that the  territories in which it
markets  beverage  products  contain  approximately  99%  of the  population  of
Australia,  100% of the

                                       7
<PAGE>

populations of New Zealand, Fiji and South Korea, 93% of the population of Papua
New Guinea and 98% of the population of Indonesia.

     In  2002,   Coca-Cola   Amatil's  net  sales  of  beverage   products  were
approximately  U.S.$1.9  billion.  In 2002,  approximately  58% of the unit case
volume of Coca-Cola Amatil was Coca-Cola Trademark Beverages,  approximately 34%
of its unit case volume was other Company Trademark Beverages,  approximately 7%
of  its  unit  case  volume  was  beverage  products  of  Coca-Cola  Amatil  and
approximately  1% of its  unit  case  volume  was  beverage  products  of  other
companies.

     Panamerican Beverages, Inc. ("Panamco").  At December 31, 2002, our Company
owned an equity interest of approximately 25% in Panamco,  a Panamanian  holding
company with bottling  subsidiaries  operating in a substantial  part of central
Mexico (excluding  Mexico City);  greater Sao Paulo, Campinas,  Santos and Matto
Grosso do Sul, Brazil;  central  Guatemala;  most of Colombia;  and all of Costa
Rica, Venezuela, Nicaragua and Panama. Panamco estimates that the territories in
which it markets beverage  products contain  approximately 18% of the population
of Mexico,  14% of the population of Brazil,  95% of the population of Colombia,
38% of the  population of Guatemala and 100% of the  populations  of Costa Rica,
Venezuela, Nicaragua and Panama.

     In 2002,  Panamco's  net  sales of  beverage  products  were  approximately
U.S.$2.4 billion. In 2002,  approximately 52% of the unit case volume of Panamco
was Coca-Cola Trademark Beverages, approximately 26% of its unit case volume was
other Company Trademark  Beverages and approximately 22% of its unit case volume
was beverage products of Panamco or other companies.

     Coca-Cola FEMSA, S.A. de C.V.  ("Coca-Cola  FEMSA").  At December 31, 2002,
our Company owned a 30% equity  interest in Coca-Cola  FEMSA, a Mexican  holding
company  with  bottling   subsidiaries   in  the  Valley  of  Mexico,   Mexico's
southeastern  region  and  greater  Buenos  Aires,  Argentina.  Coca-Cola  FEMSA
estimates that the  territories in which it markets  beverage  products  contain
approximately  30% of the  population  of Mexico  and  approximately  31% of the
population of Argentina.

     In  2002,   Coca-Cola   FEMSA's  net  sales  of  beverage   products   were
approximately  U.S.$1.7  billion.  In 2002,  approximately  71% of the unit case
volume of Coca-Cola FEMSA was Coca-Cola Trademark  Beverages,  approximately 27%
of its unit case volume was other Company Trademark  Beverages and approximately
2% of its unit case volume was  beverage  products of  Coca-Cola  FEMSA or other
companies.

     In December  2002,  it was  announced  that  Coca-Cola  FEMSA has reached a
definitive  agreement  to acquire  Panamco in a merger  transaction  expected to
close in the first half of 2003.  Completion of this  transaction  is subject to
approval by Panamco's  share  owners,  regulatory  approvals  and other  closing
conditions. Immediately following completion of the merger, our Company would no
longer  directly own an equity  interest in Panamco,  and our  Company's  equity
interest in Coca-Cola FEMSA would increase from 30% to approximately 40%.

     Other Interests.  We own a 50% interest in a joint venture with Nestle S.A.
("Nestle")  and  certain  of  its   subsidiaries   which  is  focused  upon  the
ready-to-drink tea and coffee businesses.  The joint venture,  known as Beverage
Partners  Worldwide  ("BPW"),  currently  has  sales in the  United  States  and
approximately  45 other countries.  BPW serves as the exclusive  vehicle through
which our Company and Nestle participate  in the  ready-to-drink  tea and coffee
business,  except in Japan.  BPW markets  ready-to-drink  tea products under the
Nestea, Belte, Yang Guang, Nagomi and Tey trademarks, and ready-to-drink  coffee
products under the Nescafe, Taster's Choice and Georgia Club trademarks. It also
operates the Mad River noncarbonated beverage business in the United States.

Other Developments
------------------

     In November  2001,  we entered into a Control and Profit and Loss  Transfer
Agreement ("CPL Agreement") with Coca-Cola  Erfrischungsgetraenke  AG ("CCEAG"),
the  largest  bottler  in  Germany.  Under the terms of the CPL  Agreement,  our
Company acquired  management control of CCEAG. In November 2001, we also entered
into a Pooling  Agreement  ("Pooling  Agreement")  with certain  share owners of
CCEAG that provided our Company with voting  control of CCEAG.  Both  agreements
became  effective as of February  2002 for a term ending no later than  December
31,  2006.  In return for  control of CCEAG,  pursuant to the CPL  Agreement  we
guaranteed  annual  payments,  in lieu of dividends by CCEAG, to all other CCEAG
share owners.  Additionally,  all other CCEAG share

                                       8
<PAGE>


owners  entered  into  either  a put or a  put/call  option  agreement  with the
Company,  exercisable  at the end of the  term of the CPL  Agreement  at  agreed
prices.  At December 31, 2002,  our  Company's  ownership  interest in CCEAG was
approximately 41%. This transaction was accounted for as a business combination,
and the  results of  CCEAG's  operations  have been  included  in our  Company's
consolidated financial statements since February 2002.

     In February 2003, CCEAG announced plans to streamline its operations and to
improve  efficiency  in sales and  distribution.  Three  plants  operated by the
bottler will be closed but will continue to operate as distribution  centers.  A
new bottling plant for  noncarbonated  beverages  will soon start  operations in
Halle.  Implementation  of the plan will  result  in a  headcount  reduction  of
approximately 900 employees.

     In January  2002,  our Company and  Coca-Cola  Bottlers  Philippines,  Inc.
("CCBPI")  acquired  from RFM Corp.,  a  Philippine  food and  beverage  concern
("RFM"),   RFM's   approximately  83%  ownership  interest  in  Cosmos  Bottling
Corporation ("Cosmos"),  a publicly traded Philippine beverage company. In March
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  ownership  interest in Cosmos.  At December  31,  2002,  our direct
ownership  interest in Cosmos was approximately  61%, and our indirect ownership
interest in Cosmos was approximately  13%. This transaction was accounted for as
a business combination, and the results of Cosmos' operations have been included
in our Company's  consolidated  financial  statements  since  January 2002.  The
Company and CCBPI have agreed to restructure the operations of Cosmos,  and this
restructuring  will result in our Company  owning all  acquired  trademarks  and
CCBPI owning all acquired bottling assets.  This restructuring is expected to be
completed in 2003.

     In April 2002,  our Company  entered into a master  distribution  agreement
with Groupe Danone  ("Danone") and certain  subsidiaries  of Danone  pursuant to
which our  Company was  appointed  the  exclusive  master  distributor  of Evian
bottled water in the United States and Canada effective July 1, 2002. Under this
master  agreement,  our Company is responsible  for managing  market  execution,
sales and distribution for Evian in the United States and Canada,  including the
development  of  marketing  plans,  media  planning  and  consumer  and customer
promotions.  Danone and its  subsidiaries are responsible for all global product
development and brand strategy efforts for Evian, as well as providing sales and
customer service support.  The stated term of the master agreement is perpetual,
subject to earlier termination in the event of default.  Under this arrangement,
Evian bottled water  continues to be distributed by Coca-Cola  Enterprises  Inc.
and other licensed  Coca-Cola  bottlers  within the U.S. and Canada,  as well as
certain other existing distributors of Evian.

     In July 2002, our Company and Danone Waters of North America, Inc. ("DWNA")
formed  a new  company,  CCDA  Waters,  L.L.C.  ("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,  and ownership of several  value brands.  Our Company made a
cash payment to acquire a  controlling  51% equity  interest in CCDA and is also
providing marketing, distribution and management expertise. This transaction was
accounted for as a business  combination,  and the results of CCDA's  operations
have been included in our Company's 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 January 2003, we announced that we are integrating the operations of our
three  separate  business  units  in  North  America:  Coca-Cola  North  America
(including our interest in CCDA), The Minute Maid Company (including our Odwalla
business) and Coca-Cola  Fountain.  Going forward,  the integrated business unit
will be referred to simply as Coca-Cola  North  America.  The  integration  plan
calls for the unification of information  technology,  human  resources,  sales,
marketing,  finance,  legal and administrative  staffs to eliminate  unnecessary
duplication  of effort.  The  integration  is  expected to result in a headcount
reduction  of  approximately   1,000  people,  and  the  identification  of  the
individuals  is  expected  to be  completed  during  the first  quarter of 2003.

                                       9
<PAGE>

Seasonality
-----------

     Sales of ready-to-drink  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.

Competition
-----------

     Our  Company  competes  in  the  nonalcoholic   beverages  segment  of  the
commercial beverages industry.  Based on internally available data and a variety
of  industry  sources,  we  believe  that in 2002,  worldwide  sales of  Company
products  comprised  approximately  10% of total worldwide sales of nonalcoholic
beverage  products.   The  nonalcoholic  beverages  segment  of  the  commercial
beverages  industry is highly  competitive,  consisting of numerous firms. These
include firms that compete,  like our Company, in multiple geographical areas as
well as  firms  that are  primarily  local in  operation.  Competitive  products
include  carbonates,  packaged  water,  juices  and  nectars,  fruit  drinks and
dilutables  (including  syrups and powdered  drinks),  sports and energy drinks,
coffee and tea,  still drinks and other  beverages.  Nonalcoholic  beverages are
sold to consumers in both ready-to-drink and not-ready-to-drink form. In many of
the  countries in which we do business,  including the United  States,  PepsiCo,
Inc. is a primary  competitor of ours.  Other  significant  competitors  include
Nestle S.A.,  Cadbury  Schweppes plc, Groupe Danone and Kraft Foods Inc.,  among
others.

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

     Competitive   factors  with  respect  to  our  business   include  pricing,
advertising  and  sales  promotion  programs,   product  innovation,   increased
efficiency in production  techniques,  the  introduction  of new packaging,  new
vending  and  dispensing  equipment  and brand  and  trademark  development  and
protection.

     Positive  aspects of our competitive  position include strong brands with a
high  level  of  consumer  acceptance,  a  worldwide  network  of  bottlers  and
distributors of Company  products,  sophisticated  marketing  capabilities and a
talented  group of  dedicated  employees.  Negative  aspects of our  competitive
position  include  strong  competition in nearly all  geographies,  and, in many
countries,  a  concentrated  retail sector with  powerful  buyers able to freely
choose between Company products and those of its competitors.

Raw Materials
-------------

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

     Generally,  raw  materials  utilized  by us in  our  business  are  readily
available from numerous sources. However, aspartame, which is usually used alone
or  in  combination  with  either  saccharin  or  acesulfame  potassium  in  our
low-calorie soft-drink products, is currently purchased by us primarily from The
NutraSweet Company and from Holland Sweetener. Acesulfame potassium is currently
purchased from Nutrinova Nutrition Specialties & Food Ingredients GmbH.

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

                                       10
<PAGE>

Patents, Trade Secrets, Trademarks and Copyrights
-------------------------------------------------

     Our Company is the owner of numerous patents, copyrights and trade secrets,
as well as substantial  know-how and technology,  which we collectively refer to
in this  report  as  "technology."  This  technology  generally  relates  to our
Company's products and the processes for their production, the packages used for
its products,  the design and operation of various  processes and equipment used
in its business and certain quality  assurance and financial  software.  Some of
the  technology is licensed to suppliers and other  parties.  Our soft-drink and
other beverage formulae are among the important trade secrets of the Company.

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

Governmental Regulation
-----------------------

     Our  Company is required  to comply,  and it is our policy to comply,  with
applicable  laws in the numerous  countries  throughout the world in which we do
business. In many jurisdictions,  compliance with competition laws is of special
importance  to us,  and our  operations  may  come  under  special  scrutiny  by
competition  law  authorities,   due  to  our  competitive   position  in  those
jurisdictions.

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

     A California  law requires  that a specific  warning  appear on any product
that  contains  a  component  listed by the State as having  been found to cause
cancer or birth defects.  The law exposes all food and beverage producers to the
possibility of having to provide warnings on their products. This is because the
law recognizes no generally  applicable  quantitative  thresholds  below which a
warning is not required.  Consequently,  even trace amounts of listed components
can  expose  affected  products  to the  prospect  of warning  labels.  Products
containing  listed  substances  that occur  naturally in the product or that are
contributed  to the product  solely by a municipal  water  supply are  generally
exempt from the warning requirement.  No Company beverage products are currently
required to display warnings under this law.  However,  we are unable to predict
whether  an  important  component  of a  Company  product  might be added to the
California list in the future.  We are also unable to predict whether or to what
extent a  warning  under  this law  would  have an  impact  on costs or sales of
Company beverage products.

     Bottlers  of  our  beverage   products   presently  offer   non-refillable,
recyclable  containers  in all areas of the United  States and  Canada.  Some of
these  bottlers also offer  refillable  containers,  which are also  recyclable.
Measures have been enacted in various localities and states which require that a
deposit be charged for certain non-refillable  beverage containers.  The precise
requirements imposed by these measures vary. Other deposit, recycling or product
stewardship  proposals  have  been  introduced  in  various  jurisdictions.   We
anticipate that similar legislation or regulations may be proposed in the future
at the local, state and federal levels, both in the United States and elsewhere.


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

                                       11
<PAGE>

Employees
---------

     As of December 31, 2002, our Company employed approximately 56,000 persons,
compared to approximately  38,000 at the end of 2001. The increase in the number
of employees was primarily due to acquisitions  made during 2002,  including the
acquisitions  of our  interests in Cosmos and CCDA,  plus the  consolidation  of
CCEAG. At the end of 2002,  approximately  10,900 Company employees were located
in the United States.

     Our  Company,  through its  divisions  and  subsidiaries,  has entered into
numerous collective bargaining agreements.  We have no reason to believe that we
will not be able to renegotiate any such agreements on satisfactory  terms.  The
Company   believes  that  its   relations   with  its  employees  are  generally
satisfactory.

Securities Exchange Act Reports
-------------------------------

     The  Company  maintains  an  Internet  website  at the  following  address:
www.coca-cola.com.  We make available on or through our Internet website certain
reports and  amendments  to those reports that we file with the  Securities  and
Exchange  Commission (the "SEC") in accordance with the Securities  Exchange Act
of 1934 (the  "Securities  Exchange  Act").  These include our annual reports on
Form 10-K,  our quarterly  reports on Form 10-Q and our current  reports on Form
8-K. We make this information available on our website free of charge as soon as
reasonably  practicable  after we  electronically  file the information with, or
furnish it to, the SEC.


ITEM 2. PROPERTIES
------------------

     Our  worldwide  headquarters  is  located  on a 35-acre  office  complex in
Atlanta,  Georgia.  The complex includes the  approximately  621,000 square foot
headquarters  building,  the  approximately  870,000 square foot Coca-Cola North
America  building and the  approximately  264,000  square foot  Coca-Cola  Plaza
building.  The complex also  includes  several  other  buildings,  including the
technical and engineering facilities,  learning center and reception center. Our
Company leases approximately  250,000 square feet of office space at 10 Glenlake
Parkway,  Atlanta,  Georgia. In addition,  we lease approximately 174,000 square
feet of office space at Northridge Business Park,  Dunwoody,  Georgia. The North
America  operating  segment  owns and  occupies  an office  building  located in
Houston, Texas, that contains approximately 330,000 square feet. The Company has
facilities for administrative operations, manufacturing,  processing, packaging,
packing, storage and warehousing throughout the United States.

     As of December  31,  2002,  our  Company  owned and  operated 33  principal
beverage  concentrate and/or syrup  manufacturing  plants located throughout the
world. In addition, we own or hold a majority interest in 39 operations with 103
principal  beverage  bottling  and  canning  plants  located  outside the United
States. CCDA owns four production facilities and leases one production facility.
All five of these facilities are located in the United States.

     The North America segment  operates eight juice and juice drink  production
facilities  located  throughout  the United States and Canada.  The Company also
owns a facility that  manufactures  juice  concentrates for food service use. It
also  utilizes a system of contract  packers to produce and  distribute  certain
products in areas where the Company does not have its own manufacturing  centers
or during periods when it experiences shortfalls in manufacturing capacity.

     Our  Company  owns  or  leases   additional   real   estate,   including  a
Company-owned  office and retail  building at 711 Fifth Avenue in New York,  New
York and approximately 315,000 square feet of Company-owned office and technical
space in  Brussels,  Belgium.  Additional  owned or leased real  estate  located
throughout  the world is used by the  Company  as office  space,  for  bottling,
warehouse or retail operations or, in the case of some owned property, is leased
to others.

     Management believes that the Company's facilities for the production of its
products are suitable and adequate,  that they are being appropriately  utilized
in line with past experience and that they have sufficient  production  capacity
for  their  present  intended  purposes.  The  extent  of  utilization  of  such
facilities varies based upon the seasonal demand for product. It is not possible
to measure with any degree of certainty or uniformity  the  productive  capacity
and extent of utilization of these facilities. However, management believes that
additional production can be obtained at the existing facilities by the addition
of personnel  and capital  equipment  and, in some  facilities,  the addition of
shifts of personnel or expansion of such facilities.  We continuously review our
anticipated  requirements

                                       12
<PAGE>

for facilities  and, on the basis of that review,  may from time to time acquire
additional facilities and/or dispose of existing facilities.


ITEM 3. LEGAL PROCEEDINGS
-------------------------

     On 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 September 4,
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.

     On December 20, 2002, the Company filed a lawsuit (The Coca-Cola Company v.
Aqua-Chem,  Inc., Civil Action No.  2002CV631-50) in the Superior Court,  Fulton
County, Georgia (the "Georgia  Case")  seeking a  declaratory  judgment that the
Company has no obligation to its former  subsidiary,  Aqua-Chem,  Inc.,  for any
past, present or future liabilities or expenses in connection with any claims or
lawsuits against Aqua-Chem.  Subsequent to the Company's filing, on the same day
Aqua-Chem  filed a lawsuit  (Aqua-Chem,  Inc. v. The  Coca-Cola  Company,  Civil
Action No. 02CV012179) in the Circuit Court, Civil Division of Milwaukee County,
Wisconsin (the  "Wisconsin  Case").  In the Wisconsin  Case,  Aqua-Chem  seeks a
declaratory  judgment that the Company is responsible  for all  liabilities  and
expenses in connection with certain of Aqua-Chem's general and product liability
claims  arising from  occurrences  prior to the  Company's  sale of Aqua-Chem in
1981,  and a judgment  for breach of contract in an amount  exceeding $9 million
for defense  costs,  expenses and  settlements  incurred by Aqua-Chem to date in
connection with such claims.

     The Company owned Aqua-Chem from 1970 to 1981.  During that time frame, the
Company  purchased over $400 million of insurance  coverage that is available to
cover Aqua-Chem for certain product liability and other claims.  Cleaver Brooks,
an Aqua-Chem subsidiary,  manufactured boilers, some of which contained asbestos
gaskets. The Company sold Aqua-Chem to Lyonnaise American Holding,  Inc. in 1981
under the terms of a stock sale agreement,  and, following a lawsuit involving a
tax  dispute,  entered into a settlement  agreement in 1983 with  Lyonnaise  and
Aqua-Chem.  The 1981 and 1983  agreements,  among  other  things,  outlined  the
parties' rights and  obligations  concerning past and future claims and lawsuits
involving Aqua-Chem.

     Aqua-Chem was first named as a defendant in asbestos  lawsuits in or around
1985 and, to date, has more than 100,000  claims pending  against it. In October
2002,  Aqua-Chem  asserted  that since 1985 it had  incurred  approximately  $10
million in expenses  related to these claims that were not covered by insurance.
Aqua-Chem  demanded that the Company  reimburse  these expenses  pursuant to its
interpretation  of the terms of the 1981 and 1983  agreements.  It also demanded
that the Company acknowledge its continuing obligations to Aqua-Chem under

                                       13
<PAGE>

these agreements for any future  liabilities and expenses that are excluded from
coverage under the applicable insurance or for which there is no insurance.  The
Company disputes  Aqua-Chem's  interpretation  of the agreements and believes it
has no past, present or future obligation to Aqua-Chem in this regard.  This led
to the filing of the Georgia Case.

     The parties have agreed to stay the Wisconsin Case pending final resolution
of the Georgia Case.  The parties have further  agreed to a six month  discovery
schedule in the Georgia Case.  On January 15, 2003,  the court entered a consent
order in the  Georgia  Case  setting  forth the agreed  discovery  schedule.  On
January 22, 2003, the Wisconsin  Court entered a consent order  submitted by the
parties staying the Wisconsin Case.

     The Company  believes  it has  substantial  legal and  factual  defenses to
Aqua-Chem's  claims and intends to  vigorously  prosecute  the Georgia  Case and
defend the Wisconsin Case.

     The  competition  authority of the  European  Commission  made  unannounced
visits to the offices of the Company  and of our  bottling  partners in Austria,
Belgium,  Denmark,  Germany and Great Britain several years ago. Similarly,  the
Spanish  competition  authorities made unannounced visits to our own offices and
those of certain  bottlers in Spain in September  2000. The European  Commission
and the Spanish  competition  authorities  continue  their  investigations  into
unspecified  market  practices in their  respective  jurisdictions.  The Company
believes it has substantial legal and factual defenses in these matters.

     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.


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

     Not applicable.


ITEM X. EXECUTIVE OFFICERS OF THE COMPANY
-----------------------------------------

     The following are the executive officers of our Company:

          Alexander R.C.  Allan,  58, is Executive Vice President of the Company
     and President and Chief Operating Officer, Europe, Eurasia and Middle East.
     Mr. Allan joined  Coca-Cola  Bottling Company of Johannesburg in 1968 as an
     Internal  Auditor.  He was  appointed  the  financial  Controller  for  the
     Southern  Africa  Division of The  Coca-Cola  Company in 1978 and Assistant
     Division  Manager and Finance  Manager of the Southern  and Central  Africa
     Division in 1986.  From January 1986 until  January  1993, he served as the
     Managing  Director of National  Beverage  Services (Pty) Ltd., a management
     and services  company in South  Africa.  In January  1993, he was appointed
     President of the Middle East Division  (renamed  Middle East & North Africa
     division in 1998).  Mr. Allan was  appointed  President of the Middle & Far
     East Group in October 1999.  On March 4, 2001,  Mr. Allan was named head of
     the newly created Asia  strategic  business unit of the Company.  Mr. Allan
     was  elected to his  current  position  in April  2001,  and was  appointed
     President  and Chief  Operating  Officer of the Europe,  Eurasia and Middle
     East strategic business unit as of January 1, 2002.

          Alexander B.  Cummings,  Jr., 46, is Executive  Vice  President of the
     Company and President and Chief  Operating  Officer,  Africa.  Mr. Cummings
     joined  the  Company in 1997 as Deputy  Region  Manager,  Nigeria  based in
     Lagos,  Nigeria.  In 1998 he was  made  Managing  Director/Region  Manager,
     Nigeria.  In 2000, Mr. Cummings  became  President of the North West Africa
     Division based in Morocco and in 2001 became  President of the Africa Group
     overseeing the entire African  continent.  Mr.  Cummings was elected to his
     current position in July 2002. Mr. Cummings started his career in 1982 with
     The Pillsbury Company and held various positions within Pillsbury, his last
     position   being  Vice   President  of  Finance  for  all  of   Pillsbury's
     international businesses.

          Douglas N. Daft,  59, is Chairman of the Board of Directors  and Chief
     Executive Officer of the Company. In November 1984, Mr. Daft was

                                       14
<PAGE>

     appointed  President  of  the  Central  Pacific Division.  In October 1987,
     he was  appointed  Senior  Vice  President,  of the  Pacific  Group  of the
     International  Business Sector. In December 1988, he was named President of
     Coca-Cola  (Japan)  Company,  Limited and  President  of the North  Pacific
     Division of the  International  Business  Sector.  Effective  1991,  he was
     elected  Senior Vice  President  of the Company and named  President of the
     Pacific  Group  of the  International  Business  Sector.  He was  appointed
     President  of the Middle  and Far East Group in January  1995 and served in
     that capacity  until  October 1999 when he also was given  responsibilities
     for the Africa Group and the Schweppes Beverages  Division.  He was elected
     President  and Chief  Operating  Officer  and a Director  of the Company in
     December  1999.  Mr. Daft was elected to his current  positions in February
     2000.

          Jeffrey T. Dunn,  45, is Executive  Vice  President of the Company and
     President and Chief Operating Officer,  North America.  Mr. Dunn joined the
     Company in 1981. From 1985 to 1990, Mr. Dunn served in various positions in
     Coca-Cola  USA  Fountain.  In 1990,  Mr.  Dunn was  named  Vice  President,
     Presence  Marketing,  Coca-Cola  USA. In 1994,  he rejoined  Coca-Cola  USA
     Fountain  as Vice  President,  Marketing  and in May 1996,  was named  Vice
     President,  Field  Sales and  Marketing.  He was named Vice  President  and
     General  Manager,  Coca-Cola USA Fountain in February 1998, and Senior Vice
     President,  Coca-Cola USA Fountain in June 1998. In January 2000,  Mr. Dunn
     was  appointed  Senior  Vice  President  of  The  Coca-Cola  North  America
     Marketing  Division.  Mr. Dunn was elected  Senior  Vice  President  of the
     Company and  President of the North America Group in October 2000. In March
     2001,  Mr.  Dunn was named  head of the newly  created  Americas  strategic
     business  unit of the Company  which  included both North America and Latin
     America.  He was elected  Executive  Vice President of the Company in April
     2001.   In  April  2002,   Mr.  Dunn   transitioned   his  Latin   American
     responsibilities and assumed  responsibility for Minute Maid North America,
     in  connection  with  the  formation  of the new  North  America  strategic
     business unit he now leads.

          Brian G. Dyson, 67, is Vice Chairman of the Company.  Mr. Dyson joined
     the  Company  in  Venezuela  in 1959,  and  worked  for many years in South
     America,  the  Caribbean  and  Mexico.  In 1978 he was named  President  of
     Coca-Cola USA, the Company's U.S. soft drink division. In 1983 he was named
     President of Coca-Cola North America, with responsibility for the Company's
     entire North American  business.  In 1986 Mr. Dyson was named President and
     Chief Executive  Officer of Coca-Cola  Enterprises,  the Company's  largest
     bottler;  and in 1991 he was named Vice Chairman of Coca-Cola  Enterprises.
     Mr. Dyson retired from the Coca-Cola system in 1994, but remained active as
     a  consultant  to the  Company.  In  August  2001,  Mr.  Dyson  came out of
     retirement and accepted the positions of Vice Chairman and Chief  Operating
     Officer of the Company, the latter of which he held until December 2002.

          Gary P. Fayard,  50, is Executive Vice  President and Chief  Financial
     Officer of the Company.  Mr.  Fayard  joined the Company in April 1994.  In
     July 1994, he was elected Vice President and Controller.  In December 1999,
     he was elected Senior Vice President and Chief Financial Officer.  Prior to
     joining  the  Company,  Mr.  Fayard was a partner  with Ernst & Young.  Mr.
     Fayard was elected to his current position in February 2003.

          Steven J. Heyer, 50, was elected President and Chief Operating Officer
     of the Company on December 11, 2002.  Mr. Heyer joined the Company in April
     2001 as President and Chief Operating  Officer,  Coca-Cola  Ventures and in
     April 2002 assumed  leadership  responsibility  for Latin  America.  In his
     current role, Mr. Heyer is responsible  for overseeing all of the Company's
     strategic  business  units.  Mr.  Heyer  joined the  Company  from AOL Time
     Warner, where he served since 1996 as President and Chief Operating Officer
     of Turner  Broadcasting  System, Inc. Mr. Heyer joined TBS, Inc. in 1994 as
     President of Turner  Broadcasting  Sales, Inc. Prior to that, Mr. Heyer was
     President  and  Chief  Operating  Officer  of Young &  Rubicam  Advertising
     Worldwide,  as well as Executive Vice President of Young & Rubicam, Inc. In
     addition,  Mr. Heyer was for 15 years with Booz Allen & Hamilton,  Inc. and
     served as Senior Vice President and Managing Partner of the firm's New York
     office and leader of its Marketing Practice Worldwide.

          Mary E. Minnick,  43, is Executive  Vice  President of the Company and
     President and Chief Operating Officer, Asia. Ms. Minnick joined the Company
     in 1983 and spent ten years  working in Fountain  Sales and the  Bottle/Can
     Division of Coca-Cola  USA. In 1993,  she joined  Corporate  Marketing.  In
     1996, she was appointed  Vice  President and Director,  Middle and Far East
     Marketing,  and served in that  capacity  until 1997 when she was appointed
     President of the South Pacific  Division.  In 2000, she was named President
     of

                                       15
<PAGE>

     Coca-Cola (Japan) Company, Limited. Ms. Minnick was appointed President and
     Chief Operating  Officer of the Asia strategic  business unit as of January
     1, 2002, and was elected to her current position in February 2002.

          Deval L. Patrick, 46 is Executive Vice President,  General Counsel and
     Secretary  of the  Company.  He was elected to the first two  positions  in
     April 2001 and was  elected  Secretary  of the  Company  in  October  2002,
     effective  January 1, 2003. Mr. Patrick was Assistant  Attorney  General of
     the United States and Chief of the U.S. Justice  Department's  Civil Rights
     Division  from 1994 until  1997,  where he was  responsible  for  enforcing
     federal laws prohibiting discrimination. From 1997 to 1999, Mr. Patrick was
     a partner with the Boston law firm of Day Berry & Howard LLP.  Mr.  Patrick
     joined our Company from Texaco Inc.,  where he served as Vice President and
     General Counsel from 1999 to 2001.

          Jose Octavio Reyes, 50, is Executive Vice President of the Company and
     President and Chief Operating Officer,  Latin America.  He began his career
     with The  Coca-Cola  Company in 1980 in  Coca-Cola  de Mexico as Manager of
     Strategic  Planning.  In 1986 he was Manager of Sprite and diet Coke brands
     at Corporate Headquarters.  In 1990 he was appointed Marketing Director for
     the  Brazil  Division,  and later  became  Marketing  and  Operations  Vice
     President  for the Mexico  Division.  Mr. Reyes  assumed the role of Deputy
     Division  President  for the Mexico  Division in January 1996 and was named
     Division President for the Mexico Division in May 1996. In 2000, Venezuela,
     Colombia,  Central  America  and  Costa  Rica  were  incorporated  into the
     Division.  Mr. Reyes assumed his position as President and Chief  Operating
     Officer,  Latin  America in December  2002,  and was elected to his current
     position in February 2003.

          Clyde C.  Tuggle,  40,  is Senior  Vice  President,  Worldwide  Public
     Affairs and Communications,  of the Company.  Mr. Tuggle joined the Company
     in 1989 in Corporate Issues Communications. From 1992 to 1998, he served as
     executive assistant to then Chairman and Chief Executive Officer Roberto C.
     Goizueta,    managing   business   activities,    external   affairs,   and
     communications  related  to  the  Office  of  the  Chairman.  In  1998,  he
     transferred to the Central  European  Division,  where he held a variety of
     positions,  including  director of  Operations  Development,  deputy to the
     division  president,  and  Austria  region  manager.  In 2000,  Mr.  Tuggle
     returned to Atlanta as executive  assistant to Chairman and Chief Executive
     Officer Doug Daft and was elected Vice President. He was appointed Director
     of Worldwide Public Affairs and Communications in 2001. In 2002, he took on
     additional  responsibilities,  including Government Affairs, North American
     Public Relations & Communications and Strategic Event Services.  Mr. Tuggle
     was elected to his current position in February 2003.

     The Executive  Committee is responsible for setting policy and establishing
strategic  direction  for  the  Company.  At the  date of  this  report,  the 11
executive officers named above comprise the members of the Executive Committee.

     All  executive  officers  serve at the pleasure of the Board of  Directors.
There is no family  relationship  between any of the  executive  officers of the
Company.


                                 PART II
                                 -------

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

     "Financial Review  Incorporating  Management's  Discussion and Analysis" on
pages 45 through 72,  "Selected  Financial  Data" for the years 2001 and 2002 on
page 110, "Stock Prices" on page 109 and "Common  Stock," "Stock  Exchanges" and
"Dividends"  under  the  heading  "Share-Owner  Information"  on page 114 of the
Company's  Annual  Report to Share  Owners for the year ended  December 31, 2002
(the "Company's 2002 Annual Report to Share Owners"), are incorporated herein by
reference.

     During the fiscal year ended December 31, 2002, no equity securities of the
Company were sold by the Company which were not registered  under the Securities
Act of 1933, as amended.

     The subsection under the heading "Executive  Compensation" entitled "Equity
Compensation  Plan  Information"  on  pages  33 and 34 of  the  Company's  Proxy
Statement for the Annual  Meeting of Share Owners to be

                                       16
<PAGE>

held April 16, 2003 (the "Company's 2003 Proxy Statement"), is incorporated into
Item 12 of this report by reference.


ITEM 6. SELECTED FINANCIAL DATA
-------------------------------

     "Selected Financial Data" for the years 1998 through 2002, on pages 110 and
111 of the Company's 2002 Annual Report to Share Owners, is incorporated  herein
by reference.


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

     "Financial Review  Incorporating  Management's  Discussion and Analysis" on
pages 45 through 72 of the  Company's  2002 Annual  Report to Share  Owners,  is
incorporated herein by reference.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

     "Financial  Risk  Management"  on  pages  51 and  52,  and  Note  10 to the
Consolidated  Financial Statements on pages 90 through 92, of the Company's 2002
Annual Report to Share Owners, are incorporated herein by reference.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

     The  following  consolidated  financial  statements  of the Company and its
subsidiaries,  included in the Company's 2002 Annual Report to Share Owners, are
incorporated herein by reference:

         Consolidated Statements of Income - Years ended December 31, 2002, 2001
         and 2000.

         Consolidated Balance Sheets - December 31, 2002 and 2001.

         Consolidated  Statements of Cash Flows - Years ended December 31, 2002,
         2001 and 2000.

         Consolidated  Statements of Share-Owners' Equity - Years ended December
         31, 2002, 2001 and 2000.

         Notes to Consolidated Financial Statements.

         Report of Independent Auditors.

     "Quarterly  Data  (Unaudited)"  on page 108 of the  Company's  2002  Annual
Report to Share Owners, is incorporated herein by reference.


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

     Not applicable.

                               PART III
                               --------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------

     For  information  on Directors and executive  officers of the Company,  the
subsection  under  the  heading  "Election  of  Directors"  entitled  "Board  of
Directors" on pages 6 through 11 and under the heading "Section 16(a) Beneficial
Ownership Reporting Compliance" on page 15 of the Company's 2003 Proxy Statement
is  incorporated  herein by  reference.  See Item X in Part I of this report for
information regarding executive officers of the Company.

                                       17
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

     The  subsection  under  the  heading   "Election  of  Directors"   entitled
"Information about Committees,  Meetings and Compensation of Directors" on pages
17 through 20, the portion of the section entitled "Executive  Compensation" set
forth  on  pages  23  through  31,  and the  subsection  entitled  "Compensation
Committee Interlocks and Insider Participation" on page 41 of the Company's 2003
Proxy Statement, are incorporated herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

     The subsection under the heading "Executive  Compensation" entitled "Equity
Compensation  Plan  Information"  on pages 33 and 34 of the Company's 2003 Proxy
Statement, is incorporated herein by reference.

     The  subsections  under  the  heading  "Election  of  Directors"   entitled
"Ownership  of Equity  Securities  in the  Company"  on pages 12  through 14 and
"Principal  Share  Owners"  on pages 15 and 16,  and the  subsection  under  the
heading  "Certain  Investee  Companies"  entitled  "Ownership  of  Securities in
Enterprises" on page 42 of the Company's 2003 Proxy Statement,  are incorporated
herein by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

     The  subsections  under  the  heading  "Election  of  Directors"   entitled
"Information  about  Committees,  Meetings and  Compensation  of Directors"  and
"Certain  Transactions and Relationships" on pages 17 through 22, the subsection
under the heading  "Executive  Compensation"  entitled  "Compensation  Committee
Interlocks  and  Insider  Participation"  on page 41 and the  section  under the
heading  "Certain  Investee  Companies" on pages 41 and 42 of the Company's 2003
Proxy Statement, are incorporated herein by reference.


ITEM 14. CONTROLS AND PROCEDURES
--------------------------------

     We maintain  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,  as ours are
designed to do, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.

     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 our  disclosure
controls and procedures. Based upon that evaluation, the Chief Executive Officer
and the Chief  Financial  Officer  concluded  that our  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.

                                    PART IV
                                    -------


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
-----------------------------------------------------------------------

(a) 1. Financial Statements

          The  following  consolidated  financial  statements  of The  Coca-Cola
          Company and subsidiaries, included in the Company's 2002 Annual Report
          to Share Owners, are incorporated by reference in Part II, Item 8:

          Consolidated  Statements  of Income - Years ended  December  31, 2002,
          2001 and 2000.

                                       18
<PAGE>

          Consolidated Balance Sheets - December 31, 2002 and 2001.

          Consolidated Statements of Cash Flows - Years ended December 31, 2002,
          2001 and 2000.

          Consolidated Statements of Share-Owners' Equity - Years ended December
          31, 2002, 2001 and 2000.

          Notes to Consolidated Financial Statements.

          Report of Independent Auditors.

     2. The following consolidated financial statement schedule of The Coca-Cola
Company and subsidiaries is included in Item 15(d):

          Schedule II - Valuation and Qualifying Accounts.

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

     3. Exhibits

Exhibit No.
----------

   2.1      Control and Profit and Loss Transfer  Agreement,  dated November 21,
            2001, between Coca-Cola GmbH and Coca-Cola  Erfrischungsgetraenke AG
            --  incorporated  herein by reference to Exhibit 2 of the  Company's
            Form 10-Q  Quarterly  Report for the quarter  ended March 31,  2002.
            (With regard to  applicable  cross  references  in this report,  the
            Company's  Current,  Quarterly and Annual Reports are filed with the
            Securities and Exchange Commission under File No. 1-2217.)

   3.1      Certificate of Incorporation of the Company,  including Amendment of
            Certificate of  Incorporation, effective May 1, 1996 -- incorporated
            herein  by  reference  to  Exhibit  3 of  the  Company's  Form  10-Q
            Quarterly Report for the quarter ended March 31, 1996.

   3.2      By-Laws of the Company,  as amended and restated through January 30,
            2003.

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

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

   10.1.2   Third Amendment to the Key Executive Retirement Plan of the Company,
            dated as of July 9,  1998 -- incorporated  herein  by  reference  to
            Exhibit 10.1.2 of the Company's Form 10-K Annual Report for the year
            ended December 31, 1999.*

   10.1.3   Fourth  Amendment  to  the  Key  Executive  Retirement  Plan  of the
            Company,  dated as of  February  16, 1999 -- incorporated  herein by
            reference to Exhibit 10.1.3 of the Company's Form 10-K Annual Report
            for the year ended December 31, 1999.*


                                       19

<PAGE>


Exhibit No.
----------

   10.1.4   Fifth Amendment to the Key Executive Retirement Plan of the Company,
            dated as of January 25, 2000 -- incorporated  herein by reference to
            Exhibit 10.1.4 of the Company's Form 10-K Annual Report for the year
            ended December 31, 1999.*

   10.2     Supplemental Disability Plan of the Company, as amended and restated
            effective January 1, 2003.*

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

   10.4     1991 Stock  Option  Plan of the  Company,  as amended  and  restated
            through  April  20,  1999 --  incorporated  herein by  reference  to
            Exhibit 10.2 of the  Company's  Form 10-Q  Quarterly  Report for the
            quarter ended March 31, 1999.*

   10.5     1999 Stock  Option  Plan of the  Company,  as amended  and  restated
            through  February  20, 2002 -- incorporated  herein by  reference to
            Exhibit 10.1 of the  Company's  Form 10-Q  Quarterly  Report for the
            quarter ended March 31, 2002.*

   10.6     2002 Stock Option Plan of the Company,  adopted as of April 17, 2002
            -- incorporated herein by reference to Exhibit 10.4 of the Company's
            Form 10-Q Quarterly Report for the quarter ended March 31, 2002.*

   10.7     1983 Restricted Stock Award Plan of the Company,  as amended through
            February  17, 2000 --  incorporated  herein by  reference to Exhibit
            10.7 of the  Company's  Form 10-K  Annual  Report for the year ended
            December 31, 1999.*

   10.8     1989  Restricted  Stock  Award Plan of the  Company,  as amended and
            restated  through March 1, 2002 -- incorporated  herein by reference
            to Exhibit 10 of the Company's  Form 10-Q  Quarterly  Report for the
            quarter ended September 30, 2002.*

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

   10.9.2   Amendment Number 5 to the Compensation Deferral & Investment Program
            of the  Company,  effective  as of January  1, 1998 --  incorporated
            herein by reference  to Exhibit  10.8.2 of the  Company's  Form 10-K
            Annual Report for the year ended December 31, 1997.*

   10.10    Executive  Medical  Plan of The  Coca-Cola  Company,  as amended and
            restated effective January 1, 2001.*

   10.11    Supplemental  Benefit Plan of the  Company,  as amended and restated
            effective January 1, 2002.*

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

   10.13    Deferred  Compensation  Plan  for  Non-Employee   Directors  of  the
            Company,  adopted as of October 16, 1997 --  incorporated  herein by
            reference to Exhibit 10.12 of the Company's  Form 10-K Annual Report
            for the year ended December 31, 1997.*

                                       20
<PAGE>

Exhibit No.
----------

   10.14    Long Term Performance  Incentive Plan of the Company, as amended and
            restated  effective  April  21,  1999  --  incorporated   herein  by
            reference  to  Exhibit  10.4 of the  Company's  Form 10-Q  Quarterly
            Report for the quarter ended March 31, 1999.*

   10.15    Executive  Performance Incentive Plan of the Company, as amended and
            restated  effective  April  21,  1999  --  incorporated   herein  by
            reference  to  Exhibit  10.5 of the  Company's  Form 10-Q  Quarterly
            Report for the quarter ended March 31, 1999.*

   10.16.1  Letter Agreement, dated December 6, 1999, between the Registrant and
            M. Douglas  Ivester --  incorporated  herein by reference to Exhibit
            10.17.1 of the Company's  Form 10-K Annual Report for the year ended
            December 31, 1999.*

   10.16.2  Letter  Agreement,  dated December 15, 1999,  between the Registrant
            and M.  Douglas  Ivester  --  incorporated  herein by  reference  to
            Exhibit  10.17.2 of the  Company's  Form 10-K Annual  Report for the
            year ended December 31, 1999.*

   10.16.3  Letter  Agreement,  dated February 17, 2000,  between the Registrant
            and M.  Douglas  Ivester  --  incorporated  herein by  reference  to
            Exhibit  10.17.3 of the  Company's  Form 10-K Annual  Report for the
            year ended December 31, 1999.*

   10.17    Group  Long-Term  Performance  Incentive  Plan  of the  Company,  as
            amended and restated  effective  February  17, 2000 --  incorporated
            herein by  reference  to Exhibit  10.18 of the  Company's  Form 10-K
            Annual Report for the year ended December 31, 1999.*

   10.18    Executive Incentive Plan of the Company,  adopted as of February 14,
            2001 --  incorporated  herein by reference  to Exhibit  10.19 of the
            Company's  Form 10-K Annual  Report for the year ended  December 31,
            2000.*

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

   10.20.1  Employment  Agreement,  dated as of February 21,  2001,  between the
            Company and Deval L. Patrick -- incorporated  herein by reference to
            Exhibit  10.21.1 of the  Company's  Form 10-K Annual  Report for the
            year ended December 31, 2001.*

   10.20.2  Letter,  dated January 4, 2002, from the Company to Deval L. Patrick
            --  incorporated  herein by  reference  to  Exhibit  10.21.2  of the
            Company's  Form 10-K Annual  Report for the year ended  December 31,
            2001.*

   10.21.1  Employment  Agreement,  dated March 2, 2001, between the Company and
            Steven J.  Heyer --  incorporated  herein by  reference  to  Exhibit
            10.22.1 of the Company's  Form 10-K Annual Report for the year ended
            December 31, 2001.*

   10.21.2  Letter,  dated January 4, 2002,  from the Company to Steven J. Heyer
            --  incorporated  herein by  reference  to  Exhibit  10.22.2  of the
            Company's  Form 10-K Annual  Report for the year ended  December 31,
            2001.*

   10.22    Letter Agreement, dated March 31, 2001, between the Company and Jack
            L. Stahl -- incorporated  herein by reference to Exhibit 10.4 of the
            Company's  Form 10-K  Annual  Report  for the year  ended  March 31,
            2001.*

                                       21
<PAGE>

Exhibit No.
----------

   10.23    Letter  Agreement,  dated June 12,  2001,  between  the  Company and
            Joseph R.  Gladden,  Jr. --  incorporated  herein  by  reference  to
            Exhibit 10.24 of the Company's  Form 10-K Annual Report for the year
            ended December 31, 2001.*

   10.24    Letter  Agreement,  dated August 22,  2001,  between the Company and
            Charles S. Frenette --  incorporated  herein by reference to Exhibit
            10.25 of the  Company's  Form 10-K Annual  Report for the year ended
            December 31, 2001.*

   10.25    Letter  Agreement,  dated  August 22,  2001,  between The  Coca-Cola
            Export Corporation and Charles S. Frenette -- incorporated herein by
            reference to Exhibit 10.26 of the Company's  Form 10-K Annual Report
            for the year ended December 31, 2001.*

   10.26    Letter Agreement,  dated September 17, 2001, between the Company and
            Brian G. Dyson -- incorporated  herein by reference to Exhibit 10.27
            of the Company's Form 10-K Annual Report for the year ended December
            31, 2001.*

   10.27    Letter,  dated  October  17,  2001,  from  the  Company  to James E.
            Chestnut -- incorporated herein by reference to Exhibit 10.28 of the
            Company's  Form 10-K Annual  Report for the year ended  December 31,
            2001.*

   10.28    Resolutions of the Compensation  Committee of the Company's Board of
            Directors,  dated  October 17, 2001,  pertaining  to A.R.C.  (Sandy)
            Allan --  incorporated  herein by reference to Exhibit  10.29 of the
            Company's  Form 10-K Annual  Report for the year ended  December 31,
            2001.*

   10.29    Deferred Compensation Plan of the Company, adopted December 20, 2001
            effective as of June 1, 2002 -- incorporated  herein by reference to
            Exhibit 10.30 of the Company's  Form 10-K Annual Report for the year
            ended December 31, 2001.*

   10.30    Letter  Agreement,  dated October 24, 2002,  between the Company and
            Carl Ware.*

   10.31    The Coca-Cola Export Corporation  Employee Share Plan,  effective as
            of March 13, 2002.*

   10.32    Employees'  Savings  and Share  Ownership  Plan of  Coca-Cola  Ltd.,
            effective as of January 1, 1990.*

   10.33    Share Purchase Plan -- Denmark, effective as of 1991.*

   12.1     Computation  of Ratios of  Earnings  to Fixed  Charges for the years
            ended December 31, 2002, 2001, 2000, 1999 and 1998.

   13.1     Portions  of the  Company's  2002  Annual  Report  to  Share  Owners
            expressly  incorporated by reference  herein:  Pages 45 through 106,
            108  through  111,  114 and the inside  back cover  (definitions  of
            "Dividend  Payout  Ratio,"  "Economic  Profit," "Net  Capital," "Net
            Debt,"  "Return  on  Capital,"  "Return  on Common  Equity,"  "Total
            Capital" and "Total Market Value of Common Stock").

   21.1     List of subsidiaries of the Company as of December 31, 2002.

   23.1     Consent of Independent Auditors.

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

   99.1     Cautionary Statement Relative to Forward-Looking Statements.

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

*    Management contracts and compensatory plans and arrangements  required to
be filed as exhibits pursuant to Item 15(c) of this report.

                                       22
<PAGE>

     (b) Reports on Form 8-K

         During  the  fourth quarter of 2002, the Company filed two reports on
         Form 8-K:

        (1)  Report on Form 8-K dated November 13, 2002.

        Item 9. Regulation FD Disclosure:

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

        (2)  Report on Form 8-K dated December 11, 2002.

        Item 5.  Other Items.  This report attached the Company's press release
                 dated December 11, 2002  reporting  the  election of Steven J.
                 Heyer as President and Chief Operating Officer of the Company.

     (c)  Exhibits - The  response to this  portion of Item 15 is submitted as a
separate section of this report.

     (d) Financial  Statement Schedule - The response to this portion of Item 15
is submitted as a separate section of this report.


                                       23
<PAGE>


                                   SIGNATURES
                                   ----------

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


                                  THE COCA-COLA COMPANY
                                       (Registrant)




                                  By:  /s/ DOUGLAS N. DAFT
                                       ---------------------
                                       DOUGLAS N. DAFT
                                       Chairman, Board of Directors, Chief
                                       Executive Officer and a Director

                                       Date:  March 26, 2003


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


/s/ DOUGLAS N. DAFT                                     *
-----------------------------------     ------------------------------------
DOUGLAS N. DAFT                         RONALD W. ALLEN
Chairman, Board of Directors, Chief     Director
Executive Officer and a Director
(Principal Executive Officer)


March 26, 2003                          March 26, 2003


/s/ GARY P. FAYARD                                      *
-----------------------------------     ------------------------------------
GARY P. FAYARD                          CATHLEEN P. BLACK
Executive Vice President and Chief      Director
Financial Officer
(Principal Financial Officer)


March 26, 2003                          March 26, 2003


/s/ CONNIE D. McDANIEL                                  *
-----------------------------------     ------------------------------------
CONNIE D. McDANIEL                      WARREN E. BUFFETT
Vice President and Controller           Director
(Principal Accounting Officer)

March 26, 2003                          March 26, 2003

                *                                       *
-----------------------------------     ------------------------------------
HERBERT A. ALLEN                        BARRY DILLER
Director                                Director

March 26, 2003                          March 26, 2003

                                       24
<PAGE>

                *                                       *
-----------------------------------     ------------------------------------
SUSAN BENNETT KING                      PAUL F. OREFFICE
Director                                Director

March 26, 2003                          March 26, 2003



                *                                       *
-----------------------------------     ------------------------------------
DONALD F. MCHENRY                       JAMES D. ROBINSON III
Director                                Director

March 26, 2003                          March 26, 2003

                *                                       *
-----------------------------------     ------------------------------------
ROBERT L. NARDELLI                      PETER V. UEBERROTH
Director                                Director

March 26, 2003                          March 26, 2003



                *                                       *
-----------------------------------     ------------------------------------
SAM NUNN                                JAMES B. WILLIAMS
Director                                Director

March 26, 2003                          March 26, 2003





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



      March 26, 2003






                                       25

<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 annual report on Form 10-K of The Coca-Cola Company;

2.  Based on my  knowledge,  this  annual  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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;

4.  The  registrant's  other  certifying  officer  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 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 annual 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 annual
report (the "Evaluation Date"); and

c) presented in this annual 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 officer 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
functions):

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

6. The registrant's other certifying officer and I have indicated in this annual
report whether 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:  March 26, 2003


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


                                       26

<PAGE>

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

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

2.  Based on my  knowledge,  this  annual  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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;

4.  The  registrant's  other  certifying  officer  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 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 annual 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 annual
report (the "Evaluation Date"); and

c) presented in this annual 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 officer 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
functions):

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

6. The registrant's other certifying officer and I have indicated in this annual
report whether 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:  March 26, 2003


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




                                       27