EXHIBIT 10.6

                     [LETTERHEAD OF THE COCA-COLA COMPANY]


          Deval L. Patrick                                    ADDRESS REPLY TO
      Executive Vice President                                  P.O. Box 1734
General Counsel and Corporate Secretary                      ATLANTA, GA  30301

                                  March 4, 2003

CONFIDENTIAL

Stephen C. Jones
One Coca-Cola Plaza
NAT-2411
Atlanta, Georgia

Dear Steve:

     Subject to the approval of the Compensation Committee, this letter confirms
the terms under which you will separate from The Coca-Cola Company:

     1.   You will resign as Executive Vice President of The Coca-Cola Company
          and as Chief Marketing Officer, effective immediately. You will remain
          an employee of the Company at your current salary until June 1, 2003,
          the "Separation Date" to transition your work.

     2.   Effective with your Separation Date, you will receive a lump sum
          payment of $1,110,000, less applicable taxes. You will not be eligible
          for additional payments under the Company's Severance Pay Plan and
          payments will be offset by any other applicable payments due under the
          laws of any other country.

     3.   The Company will continue to assist you on your green card application
          through your Separation Date. Please contact Anna Amato in the Legal
          Division to understand what further documentation you must provide.

     4.   The Company will relocate you and your family to Toronto, pursuant to
          the Company Relocation Program. The Program will include normal and
          customary relocation benefits including packing and shipping of
          household goods and sale assistance on the Atlanta homes.

     5.   You will receive an Annual Incentive for 2002, payable in 2003 based
          upon your performance.

     6.   Deferred payments from prior Long Term Incentive plans will be paid to
          you upon your Separation Date. You will forfeit any payments under LTI
          plans currently in process.

<PAGE>

     7.   Both annual incentive and LTI payments will be subject to applicable
          tax withholdings.

     8.   Any unvested options as of your Separation Date will be forfeited and
          all vested options will be exercisable according to their terms. When
          you exercise stock options, you will remain personally liable for
          paying any estimated taxes, and any taxes owed in any country on such
          exercises.

     9.   Your performance-based restricted stock award of 75,000 shares will be
          forfeited upon your Separation Date.

     10.  Your retirement benefits will consist only of those benefits vested as
          of the Separation Date under the normal terms of the plans. As soon as
          reasonably practical after the Separation Date you will receive a lump
          sum distribution of your Supplemental Thrift Plan according to the
          terms of that plan. You will be provided with a separate letter
          detailing your vested pension benefits and the distribution
          alternatives you have under your 401(k) account.

     11.  While you remain on payroll, your current benefits coverage will
          continue. The Company will pay the cost of your COBRA continuation of
          benefit coverage until the earlier of the eighteen-month anniversary
          of your separation Date or your obtaining employment that provides
          medical coverage.

     12.  The Company will reimburse you for tax preparation services for your
          2002 and 2003 tax returns.

     13.  The terms and conditions in this letter are further conditioned upon
          your signing and adhering to the attached Full and Complete Release
          and Agreement on Confidentiality and Competition.

     We appreciate your many contributions and service on behalf of The
Coca-Cola Company.

                                        Sincerely,


                                        /s/ Deval L. Patrick



Agreed and accepted this        4th day of March, 2003


/s/ Stephen C. Jones
---------------------------
Stephen C. Jones

<PAGE>

                           FULL AND COMPLETE RELEASE
                AND AGREEMENT ON CONFIDENTIALITY AND COMPETITION


     In consideration of the benefits provided by The Coca-Cola Company as set
forth in the letter dated March 4, 2003 and herein, the sufficiency of which is
hereby acknowledged, Stephen C. Jones ("Employee") and The Coca-Cola Company
agree as follows:

     FULL AND COMPLETE RELEASE.
     -------------------------

     Employee, for himself and his heirs, executors, administrators and assigns,
does hereby knowingly and voluntarily release and forever discharge The
Coca-Cola Company and its subsidiaries, affiliates, joint ventures, joint
venture partners, and benefit plans (collectively "the Company"), and their
respective current and former directors, officers, administrators, trustees,
employees, agents, and other representatives, from all debts, claims, actions,
causes of action (including without limitation those under the Fair Labor
Standards Act of 1938, as amended, 29 U.S.C. [Section] 201 et seq.; the Employee
Retirement Income Security Act of 1974, as amended, 29 U.S.C. [Section] 1001 et
seq.; the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C.
[Section] 2101 et seq.; and those federal, state, local, and foreign laws
prohibiting employment discrimination based on age, sex, race, color, national
origin, religion, disability, veteran or marital status, sexual orientation, or
any other protected trait or characteristic, or retaliation for engaging in any
protected activity, including without limitation the Age Discrimination in
Employment Act of 1967, 29 U.S.C. [Section] 621 et seq., as amended by the Older
Workers Benefit Protection Act, P.L. 101-433; the Equal Pay Act of 1963, 9
U.S.C. [Section] 206, et seq.; Title VII of The Civil Rights Act of 1964, as
amended, 42 U.S.C. [Section] 2000e et seq.; the Civil Rights Act of 1866, 42
U.S.C.[Section] 1981; the Civil Rights Act of 1991, 42 U.S.C. [Section] 1981a;
the Americans with Disabilities Act,

                                      -1-

<PAGE>

42 U.S.C. [Section] 12101 et seq.; the Rehabilitation Act of 1973, 29 U.S.C.
[Section] 791 et seq.; the Family and Medical Leave Act of 1993, 28 U.S.C.
[Sections] 2601 and 2611 et seq.; and comparable state, local, and foreign
causes of action, whether statutory or common law), suits, dues, sums of money,
accounts, reckonings, covenants, contracts, claims for costs or attorneys' fees,
controversies, agreements, promises, and all liabilities of any kind or nature
whatsoever, at law, in equity, or otherwise, KNOWN OR UNKNOWN, fixed or
contingent, which he ever had, now has, or may have, or which he, his heirs,
executors, administrators or assigns hereafter can, shall, or may have, from the
beginning of time through the date on which he signs this Full and Complete
Release and Agreement on Confidentiality and Competition (this "Agreement"),
including without limitation those arising out of or related to his employment
or separation from employment with the Company (collectively the "Released
Claims").

     Employee fully understands and agrees that:

          1.   this Agreement is in exchange for payments to which Employee
               would otherwise not be entitled;

          2.   no rights or claims are released or waived that may arise after
               the date Employee signs this Agreement;

          3.   Employee is advised to consult with an attorney before signing
               this Agreement;

          4.   Employee has 21 days from receipt of this Agreement within which
               to consider whether to sign it;

          5.   Employee has 7 days following his execution of this Agreement to
               revoke the Agreement; and

                                      -2-
<PAGE>

          6.   this Agreement shall not become effective or enforceable until
               the revocation period of 7 days has expired.

     If there is any claim for loss of consortium, or any other similar claim,
arising out of or related to Employee's employment or separation of employment
with the Company, Employee will indemnify and hold the Company harmless from any
liability, including costs and expenses (as well as reasonable attorneys' fees)
incurred by the Company as a result of any such claim.

     Employee additionally understands and agrees that this Agreement is not and
shall not be construed to be an admission of liability of any kind on the part
of the Company or any of the other persons or entities hereby released.

     FUTURE COOPERATION.
     ------------------
     Employee covenants and agrees that he shall cooperate with the Company in
any pending or future matters, including without limitation any litigation,
investigation, or other dispute, in which he, by virtue of his employment with
the Company, has relevant knowledge or information.

     REPRESENTATION AS TO CLAIMS.
     ---------------------------
     The Company represents and warrants that it is not aware of any claims,
other than receivables for taxes in the ordinary course of an employment
relationship, that it has against Employee as of the date hereof.

     TRADE SECRETS AND CONFIDENTIAL INFORMATION.
     ------------------------------------------
     Employee covenants and agree that he has held and shall continue to hold in
confidence all Trade Secrets of the Company that came into his knowledge during
his employment by the Company and shall not disclose, publish or make use of at
any time such Trade Secrets for as long as the information remains a Trade
Secret. "Trade

                                      -3-

<PAGE>


Secret" means any technical or non-technical data, formula, pattern,
compilation, program, device, method, technique, drawing, process, financial
data, financial plan, product plan, list of actual or potential customers or
suppliers or other information similar to any of the foregoing, which (i)
derives economic value, actual or potential, from not being generally known to
and not being readily ascertainable by proper means by, other persons who can
derive economic value from its disclosure or use, and (ii) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy.

     Employee also covenants and agrees that, for the period beginning on the
date Employee signs this Agreement and ending on June 1, 2006 ("Nondisclosure
Period"), he will hold in confidence all Confidential Information of the Company
that came into his knowledge during his employment by the Company and will not
disclose, publish or make use of such Confidential Information. "Confidential
Information" means any data or information, other than Trade Secrets, that is
valuable to the Company and not generally known to the public or to competitors
of the Company.

     During the Nondisclosure Period, Employee will not, without the prior
written consent of the Chairman of the Board of Directors of The Coca-Cola
Company, (i) publish any book, article, or paper, or (ii) participate in the
making of any film, radio broadcast, or television transmission, that relates to
the business affairs of the Company. During the Nondisclosure Period, Employee
also will not, without the prior written consent of the Chairman of the Board of
Directors of The Coca-Cola Company, deliver any lecture or address that relates
to the business affairs of the Company, other than to make general statements
that do not violate his obligations regarding Trade Secrets and Confidential
Information and Nondisparagement under this Agreement.


                                      -4-

<PAGE>

     The restrictions stated in this Agreement are in addition to and not in
lieu of protections afforded to trade secrets and confidential information under
applicable state law or any prior agreement Employee has signed or made with the
Company regarding trade secrets, confidential information, or intellectual
property. Nothing in this Agreement is intended to or shall be interpreted as
diminishing or otherwise limiting the Company's right under applicable state law
or any prior agreement Employee has signed or made with the Company regarding
trade secrets, confidential information, or intellectual property. Provided that
Employee complies in all material respects with the Trade Secret and
Confidential Information and Noncompetition provisions of this Agreement,
nothing herein is intended to materially limit Employee's ability to obtain
employment as a strategic marketing executive.

     NONDISPARAGEMENT.
     ----------------
     Employee will not disparage the Company or its directors, officers, or
employees ("Representatives"). The Company or its Representatives will not
disparage Employee. "Disparagement" means a negative oral or written statement
that can be accurately demonstrated in fact to be attributable to (i) Employee
or (ii) the Company or its Representatives (as applicable).

     NONCOMPETITION.
     --------------
     Employee hereby covenants with the Company that, for the period beginning
on the date Employee signs this Agreement and ending on June 1, 2006, he will
not, without the prior written consent of the Chairman of the Board of Directors
of The Coca-Cola Company, either directly or indirectly, for himself or on
behalf of or in conjunction with any other person, company, partnership,
corporation, business, group or other entity engage, as an officer, director,
owner, partner, member, joint venture, or

                                      -5-

<PAGE>

in any other capacity, whether as an employee, independent contractor,
consultant, advisor or sales representative, in any of the following businesses
engaged in the manufacture, sale, distribution or marketing of Non-alcoholic
Beverages: PepsiCo, its subsidiaries and affiliates, including but not limited
to Pepsi Bottling Group; Cadbury Schweppes plc; Nestle; Group Danone; Kraft
Foods; and any bottler of Coca-Cola products.

     Notwithstanding the foregoing, Employee may:

     (i)  perform services for any of the above-mentioned companies (other than
          PepsiCo or its subsidiaries or affiliates, including but not limited
          to Pepsi Bottling Group) that has a Competing Business Segment,
          provided Employee does not perform services directly for such
          Competing Business Segment, and provided Employee notifies the
          Chairman of the Board of Directors of The Coca-Cola Company of the
          nature of such services (to the extent consistent with any
          confidentiality or non-disclosure obligations Employee may have) in
          writing within a reasonable time prior to beginning such services; or

     (ii) have an ownership interest in any of the above companies, provided he
          is not performing services therefor.

     For purposes hereof, "Competing Business Segment" means any subsidiary,
division or unit of the business of a company, where such subsidiary, division
or unit manufactures, sells, distributes, or markets Non-alcoholic Beverages;
and "Non-Alcoholic Beverages" means carbonated soft drinks, coffee, tea, water,
juices, or fruit-based beverages.

                                      -6-
<PAGE>

     NONSOLICITATION OF EMPLOYEES.
     ----------------------------
     Employee hereby covenants and agree that, for the period beginning on the
date Employee signs this Agreement and ending on June 1, 2006, he will not,
without the prior written consent of the Chairman of the Board of Directors of
The Coca-Cola Company, solicit or attempt to solicit for employment for or on
behalf of any corporation, partnership, venture or other business entity any
person who, on the last day of Employee's employment with the Company or within
twelve (12) months prior to that date, was employed by the Company as a manager
or executive and with whom Employee had contact during the course of his
employment with the Company (whether or not such person would commit a breach of
contract).

     REASONABLE AND NECESSARY RESTRICTIONS.
     -------------------------------------
     Employee acknowledges that during the course of his employment with the
Company he has received or will receive and had or will have access to
Confidential Information and Trade Secrets of the Company, including but not
limited to confidential and secret business and marketing plans, strategies, and
studies, detailed client/customer/bottler lists and information relating to the
operations and business requirements of those clients/customers/bottlers and,
accordingly, he is willing to enter into the covenants contained in this
Agreement in order to provide the Company with what Employee considers to be
reasonable protection for its interests.

     Employee acknowledges that the restrictions, prohibitions and other
provisions hereof, are reasonable, fair and equitable in scope, terms and
duration, and are necessary to protect the legitimate business interests of the
Company. Employee covenants that he will not challenge the enforceability of
this Agreement nor will he raise any equitable defense to its enforcement.

                                      -7-
<PAGE>

     Employee acknowledges and agrees that in the event he breaches, or
threatens in any way to breach, or it is inevitable that he will breach, any of
the provisions of this Agreement, damages shall be an inadequate remedy and the
Company shall be entitled, without bond, to injunctive or other equitable relief
in addition to all other rights otherwise available to the Company at law or in
equity.

     COMPLETE AGREEMENT.
     ------------------
     This Agreement and the accompanying letter dated March 4, 2003 are the
complete understanding between Employee and the Company in respect of the
subject matter of this Agreement and, with the exception of any prior agreement
Employee has signed or made with the Company regarding trade secrets,
confidential information, or intellectual property, supersede all prior
agreements relating to the same subject matter. Employee has not relied upon any
representations, promises or agreements of any kind except those set forth
herein and in the accompanying letter in signing this Agreement.

     INDEMNIFICATION.
     ---------------
     Company will indemnify Employee to the extent required by Article VII of
the Company's by-laws in effect as of the date hereof.

     DISPUTE RESOLUTION.
     ------------------
     All controversies, claims or disputes arising out of or related to this
Agreement of the Letter Agreement shall be settled in Atlanta, Georgia, under
the rules of the American Arbitration Association then in effect, and judgment
upon such aware rendered by the arbitrator(s) may be entered in any court of
competent jurisdiction. The arbitrators' fees shall be split equally among the
parties.

                                      -8-
<PAGE>

     SEVERABILITY.
     ------------
     In the event that any provision of this Agreement should be held to be
invalid or unenforceable, each and all of the other provisions of this Agreement
shall remain in full force and effect. If any provision of this Agreement is
found to be invalid or unenforceable, such provision shall be modified as
necessary to permit this Agreement to be upheld and enforced to the maximum
extent permitted by law.

     GOVERNING LAW.
     -------------
     This Agreement is to be governed and enforced under the laws of the State
of Georgia (except to the extent that Georgia conflicts of law rules would call
for the application of the law of another jurisdiction).

     SUCCESSORS AND ASSIGNS.
     ----------------------
     This Agreement inures to the benefit of the Company and its successors and
assigns.

     AMENDMENT/WAIVER.
     ----------------
     No amendment, modification or discharge of this Agreement shall be valid or
binding unless set forth in writing and duly executed by each of the parties
hereto.

                                      -9-
<PAGE>


     ACKNOWLEDGMENT.
     --------------
     Employee has carefully read this Agreement, fully understands each of its
terms and conditions, and intends to abide by this Agreement in every respect.
As such, Employee knowingly and voluntarily signs this Agreement.

                                /s/ Stephen C. Jones
                                -----------------------------------------
                                    Stephen C. Jones

                         Date:    March 4, 2003
                                -----------------



                                The Coca-Cola Company


                                  /s/ Deval L. Patrick
                                -----------------------------------------
                                Deval L. Patrick
                                Executive Vice President, General Counsel
                                and Corporate Secretary


                         Date:    4 March 2003
                                -----------------



                                   -10-