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Exhibit 10.5    
    


[LETTERHEAD OF CATHLEEN BLACK]


CONFIDENTIAL  


 August 6, 2004  


Mr. Douglas N. Daft

The Coca-Cola Company

1 Coca-Cola Plaza

Atlanta, Georgia 30313  


Dear Doug: 



        It
was good to talk with you last week, and I truly appreciated the conversation. As we discussed, the following outlines the compensation and benefits you will receive as part of your
retirement as Chairman and CEO from The Coca-Cola Company. 



	•
	Your
retirement from the Company will be effective December 30, 2004 and you may begin receiving benefits at any time thereafter based on your elections and the terms
of the retirement plans. You will receive a summary of benefits under the plan shortly as well as information related to your election choices. I have asked Vicki and her team to prepare an entire
package for you.



	•
	Per
our discussion, the Compensation Committee and the Board agreed to release the restrictions on the 200,000 restricted shares that would have been releasable to you in
April of 2005. These shares will be released upon your retirement, subject to applicable taxes, and delivered to you as soon as possible according to the terms of the 1989 Restricted Stock Plan. No
other restricted shares will be released.



	•
	You
will be eligible for payment of an Annual Incentive bonus in 2004, based on Company and personal performance, in accordance with the terms of the Executive Performance
Program and Executive Incentive Plan. This final award will be made when such bonuses are paid to other executives in the Company.



	•
	All
stock options you hold in the Company will, according to their terms, become fully vested upon your retirement and will remain exercisable as provided in the terms of
each option grant.



	•
	You
will be eligible for prorated payments for performance periods in progress (2002-2004 and 2003-2005) under the Long Term Incentive Plan, in
accordance with the terms of the Plan. These awards will be determined and paid when such payments are made to other executives in the Company. 








 




[LETTERHEAD OF CATHLEEN BLACK]


CONFIDENTIAL



	•
	Any
payments made to you under the Executive Performance Incentive Plan, the Executive Incentive Plan or the Long Term Incentive Plan will be made subject to applicable
withholding taxes.



	•
	Your
Thrift and Investment Plan (TIP) and Supplemental Thrift plan benefits, and Deferred Compensation Plan balances will be distributed according to the terms of the plan
and the elections you have made.



	•
	You
will become eligible to participate in the Company's retiree medical, dental, vision and prescription drug coverage plans and all other benefits opportunities available
to retirees from the Company.



	•
	For
a period of one year after your retirement, through December 30, 2005, the Company will provide secretarial services to support you in any services or activities
on behalf of the Company and in any external Board activities in which you engage.



	•
	The
Company will reimburse you for fees incurred related to providing security for your primary residence for a period of five years after your retirement. 




        Additional
information will be forwarded to you from the Company, and will cover further details on the benefits and plans noted above. 


        Doug,
we all want to thank you for your commitment and service to the Company. We wish you and Delphine health and happiness in your retirement. 



Sincerely
yours, 


/s/  CATHIE 


Cathleen P. Black

Chairman of the Compensation Committee 


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Exhibit 10.5