Exhibit 10.3

                               NINTH AMENDMENT TO
                             THE COCA-COLA COMPANY
                           SUPPLEMENTAL BENEFIT PLAN


WHEREAS, pursuant to Section 7.5 of The Coca-Cola Company Supplemental Benefit
Plan (the Plan) the Corporate Retirement Plan Administrative Committee (the
Committee) has the authority to amend the Plan;

WHEREAS, the Committee wishes to amend the Plan to simplify administration of
the Thrift Benefit under the Plan; and

WHEREAS, the Chairman of the Committee is authorized by resolution of the
Committee to execute such amendment and take all other necessary actions in
connection therewith;

NOW THEREFORE, the Plan hereby is amended as follows:

                                       1.

Effective as of January 1, 2002, Section 5.5(a) of the Plan shall deleted and
replaced with a new Section 5.5(a) to read as follows:

(a)  Distribution  of the total  value of an Account of a  Participant  shall be
     received by the Participant  when he is no longer an employee in accordance
     with this  Section  5.5(a) or shall be  received  by the  Beneficiary  of a
     deceased  Participant in accordance with 5.5(b). A Participant may elect to
     receive such a  distribution  upon his  permanent  and total  disability as
     determined  by  the  Committee  (according  to  such  elections  as  may be
     prescribed by the  Committee).  Distributions  shall be made in the form of
     lump sum cash payments, or in such other form as the Committee may approve.
     Distribution  of a  Participant's  Account  shall be  comprised of the cash
     value of the sum of the  hypothetical  shares  of  Company  Stock,  if any,
     credited  to the Account in  accordance  with 5.4(c) plus the cash value of
     hypothetical  contributions and dividends which have accrued since the most
     recent  Valuation  Date as  defined in the  Thrift  Plan.  The value of the
     hypothetical  shares of Company Stock shall be determined using the highest
     Market Price between the fifteenth day of the month of  termination  of the
     Participant and the first working day in the month  following  termination.
     Payment  shall  be  made  to the  Participant  or  Beneficiary  as  soon as
     administratively  feasible,  but not  later  than one year,  following  the
     termination of the Participants employment.  If any benefits payable to, or
     on behalf of, a  Participant  are not  claimed  for a period of seven years
     from  the  date  of  entitlement  as  determined  by  the  Committee,   the
     Participant, or other potential payee, shall be presumed dead and the value
     of the Account shall revert to the Company. In the event that a Participant
     resumes  his  employment  prior  to the  distribution  of the  value of his
     Account, the distribution shall not be made, and no


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     subsequent distribution shall be made until the reemployed Participant
     again resigns, is discharged or retires.

                                       2.
Effective as of January 1, 2002, Section 5.5(b) of the Plan shall be deleted in
its entirety.

                                       3.

Effective as of January 1, 2002, Section 5.5(c) of the Plan shall be renamed
Section 5.5(b) and Section 5.5(d) of the Plan shall be renamed Section 5.5(c).


Except as specifically amended hereby, the Plan shall remain in full force and
effect as prior to this Ninth Amendment.



                                        CORPORATE RETIREMENT PLAN
                                        ADMINISTRATIVE COMMITTEE


                                        By:  /s/ Barbara S. Gilbreath
                                             ---------------------------
                                             Chairman

                                        Date:  4/19/2002
                                              --------------------------


ATTEST:


/s/ Nicole Polley
------------------------------
Secretary