EXHIBIT 10.2

                     [LETTERHEAD OF THE COCA-COLA COMPANY]
                                Coca-Cola Plaza
                                Atlanta, Georgia

          Steven J. Heyer                                 Address Reply to
President and Chief Operating Officer                       P.O. Box 1734
                                                         Atlanta, GA  30301


June 9, 2003

Mr. Daniel Palumbo
Rochester, NY

Dear Dan:

I am pleased to offer you the position of Chief Marketing Officer at The
Coca-Cola Company. The following provides details of the employment offer to
you:

     *  Your base salary will be $45,833.33 on a monthly basis, which when
        annualized is $550,000.

     *  Your principal place of assignment while employed will be at the
        Company's offices in Atlanta, Georgia. You will be eligible for certain
        relocation benefits. Your relocation contact is Linda Straw (cell:
        XXX-XXX-XXXX and office: XXX-XXX-XXXX), and you can reach out to her at
        anytime.

     *  You will be eligible to participate in the Company's annual incentive
        program. This important element of your total compensation plan is based
        on individual performance and the financial performance of the Company.
        Your incentive target is ninety percent (90%) of your base salary. For
        2003, your incentive award will be guaranteed at the 90% level, prorated
        for the number of months you are participating in the plan. Annual
        incentives are paid in the first quarter of the year, following the plan
        year - for example, 2003 awards will be paid 1st quarter 2004.

     *  You will be recommended for participation in the Company's long-term
        incentive program for the performance period that begins January 1,
        2003. The Compensation Committee of the Board of Directors must approve
        your participation in this program and is expected to do so at a Board
        meeting following your employment. Your long-term incentive target under
        this program will be $429,000 and the award will be prorated based on
        the number of months of participation.

     *  You will be recommended for a stock option grant on the date of the
        Company's next program grant. This stock option grant will be based on
        the standard number of stock options recommended for your salary grade
        and your individual performance. For your first programmatic stock
        option award, your recommended grant will be no less than 73,125 stock
        options.
<PAGE>


June 9, 200[3]
Page 2


     *  Additionally, you will be recommended for a special one-time stock
        option grant of 64,000 options will be made for you at a meeting of the
        Compensation Committee of the Company's Board of Directors following
        your employment. This special one-time stock option award will be
        recommended to replace the value of unvested stock options that you will
        be forfeiting by leaving your current employer.

     *  To recognize the value of the restricted stock of your current employer
        that will be forfeited, a recommendation will be made to the
        Compensation Committee for a special one-time restricted stock award of
        14,720 shares with restrictions to lapse upon the third anniversary of
        award.

     *  We are also pleased to offer you a one time hiring bonus of $200,000,
        less appropriate withholdings and taxes. This hiring bonus will be
        contingent upon completing three years employment with the Company. If
        you voluntarily resign from the Company prior to completing three years
        of employment you will be required to repay the full amount.

     *  Membership and reimbursement of dues and initiation fees associated with
        one country club, social club or similar club as long as the club use is
        for ordinary and necessary business purposes. You will be required to
        track and report any personal use of the Company-paid club membership
        and dues. Club use that is personal is considered taxable income to the
        associate.

     *  You will be eligible for domestic and international first class business
        travel in accordance with Company policy.

Additionally, the Company provides a comprehensive benefits program that will be
covered in detail with you after you begin employment.

As we discussed, I believe you have a great deal to contribute to The Coca-Cola
Company and that you will be a valuable addition to my team and the Company. I
feel certain that you will find challenge, satisfaction and opportunity at The
Coca-Cola Company. Should you have any questions, please do not hesitate to call
me.

This offer will remain open for your acceptance until June 19, 2003 and
anticipates your becoming an employee no later than July 7, 2003. Please signify
your acceptance of such employment by signing as indicated below.

Sincerely,

/s/ Steven J. Heyer

Steven J. Heyer

Accepted:  /s/ Daniel Palumbo                  Date:  6/19/03
          ----------------------                     -------------
              Daniel Palumbo