-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 WVzRCEX9m7WQqrtanZvfCUZ0F//uOkYLmA7letc24D6PxJSXkIVImIXNuK09CyTx
 dlufhbO3MbF/jUpW3xyqCw==

<SEC-DOCUMENT>0000021344-02-000059.txt : 20021113
<SEC-HEADER>0000021344-02-000059.hdr.sgml : 20021113
<ACCEPTANCE-DATETIME>20021113172357
ACCESSION NUMBER:		0000021344-02-000059
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20020930
FILED AS OF DATE:		20021113

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COCA COLA CO
		CENTRAL INDEX KEY:			0000021344
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		IRS NUMBER:				580628465
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-02217
		FILM NUMBER:		02820995

	BUSINESS ADDRESS:	
		STREET 1:		ONE COCA COLA PLAZA
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30313
		BUSINESS PHONE:		4046762121

	MAIL ADDRESS:	
		STREET 1:		ONE COCA COLA PLAZA
		ZIP:			30313
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>koq930.txt
<DESCRIPTION>KO 3RD QUARTER 10-Q
<TEXT>

================================================================================
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 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

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 (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                        Yes   X       No
                             ---          ---

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

                        Yes   X       No
                             ---          ---

Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of the latest practicable date.

        Class of Common Stock           Outstanding at October 25, 2002
        ---------------------           -------------------------------
            $.25 Par Value                   2,479,112,703 Shares


================================================================================
<PAGE>

                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                                     Index

                         Part I. Financial Information
                                                                   Page Number

Item 1. Financial Statements (Unaudited)

        Condensed Consolidated Statements of Income
           Three and nine months ended
           September 30, 2002 and 2001                                  3

        Condensed Consolidated Balance Sheets
           September 30, 2002 and December 31, 2001                     5

        Condensed Consolidated Statements of Cash Flows
           Nine months ended September 30, 2002 and 2001                7

        Notes to Condensed Consolidated Financial Statements            8

Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations                         25

Item 3. Quantitative and Qualitative Disclosures
           About Market Risk                                           40

Item 4. Controls and Procedures                                        40


                           Part II. Other Information

Item 1. Legal Proceedings                                              41

Item 6. Exhibits and Reports on Form 8-K                               42

                                       2

<PAGE>

Part I. Financial Information

Item 1. Financial Statements (Unaudited)

                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
                      (In millions except per share data)
<TABLE>
<CAPTION>

                                          Three Months Ended September 30,         Nine Months Ended September 30,
                                          --------------------------------         -------------------------------
                                               2002                2001                   2002              2001
                                            ----------          ----------             ----------        ---------
<S>                                         <C>                 <C>                    <C>               <C>

NET OPERATING REVENUES                      $    5,322          $    4,695             $   14,769        $  13,307
Cost of goods sold                               2,083               1,692                  5,404            4,616
                                            ----------          ----------             ----------        ---------
GROSS PROFIT                                     3,239               3,003                  9,365            8,691
Selling, administrative and
 general expenses                                1,694               1,692                  4,915            4,587
                                            ----------          ----------             ----------        ---------
OPERATING INCOME                                 1,545               1,311                  4,450            4,104

Interest income                                     46                  68                    156              227
Interest expense                                    52                  66                    156              234
Equity income (loss) - net                         113                 104                    350              167
Other income (loss) - net                          (62)                 26                   (292)              23
Gain on issuances of stock
 by equity investee                                  -                  91                      -               91
                                            ----------          ----------             ----------        ---------
INCOME BEFORE INCOME TAXES
AND CUMULATIVE EFFECT OF
ACCOUNTING CHANGE                                1,590               1,534                  4,508            4,378

Income taxes                                       429                 460                  1,256            1,313
                                            ----------          ----------             ----------        ---------
NET INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE                      1,161               1,074                  3,252            3,065

Cumulative effect of
 accounting change for SFAS
 No. 142, net of income taxes:
   Company operations                                -                   -                   (367)               -
   Equity investees                                  -                   -                   (559)               -
Cumulative effect of
accounting change for SFAS
 No. 133, net of income taxes                        -                   -                      -              (10)
                                            ----------          ----------             ----------        ---------
NET INCOME                                  $    1,161          $    1,074             $    2,326        $   3,055
                                            ==========          ==========             ==========        =========
BASIC NET INCOME PER SHARE:
 Before accounting change                   $      .47          $      .43             $     1.31        $    1.23
 Cumulative effect of
  accounting change                                  -                   -                   (.37)               -
                                            ----------          ----------             ----------        ---------
                                            $      .47          $      .43             $      .94        $    1.23
                                            ==========          ==========             ==========        =========
</TABLE>


                                       3
<PAGE>



                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
                      (In millions except per share data)

<TABLE>
<CAPTION>

                                          Three Months Ended September 30,         Nine Months Ended September 30,
                                          --------------------------------         -------------------------------
                                               2002                2001                   2002              2001
                                            ----------          ----------             ----------        ---------
<S>                                         <C>                 <C>                    <C>               <C>
DILUTED NET INCOME PER SHARE:
 Before accounting change                   $      .47          $      .43             $     1.31        $    1.23
 Cumulative effect of
  accounting change                                  -                   -                   (.37)               -
                                            ----------          ----------             ----------        ---------
                                            $      .47          $      .43             $      .94        $    1.23
                                            ==========          ==========             ==========        =========

DIVIDENDS PER SHARE                         $      .20          $      .18     $              .60        $     .54
                                            ==========          ==========             ==========        =========

AVERAGE SHARES OUTSTANDING                       2,479               2,488                  2,481            2,487

Effect of dilutive
 securities                                          3                   -                      2                -
                                            ----------          ----------             ----------        ---------
AVERAGE SHARES OUTSTANDING
 ASSUMING DILUTION                               2,482               2,488                  2,483            2,487
                                            ==========          ==========             ==========        =========

</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>


                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                        (In millions except share data)



                                   ASSETS

<TABLE>
<CAPTION>
                                           September 30,           December 31,
                                                2002                  2001
                                           -------------           ------------
<S>                                          <C>                     <C>


CURRENT
  Cash and cash equivalents                  $    2,647              $    1,866
  Marketable securities                             146                      68
                                             ----------              ----------
                                                  2,793                   1,934
  Trade accounts receivable, less
    allowances of $51 at September 30
    and $59 at December 31                        2,183                   1,882
  Inventories                                     1,287                   1,055
  Prepaid expenses and other assets               1,985                   2,300
                                             ----------              ----------
TOTAL CURRENT ASSETS                              8,248                   7,171
                                             ----------              ----------
INVESTMENTS AND OTHER ASSETS
  Equity method investments
     Coca-Cola Enterprises Inc.                     924                     788
     Coca-Cola Amatil Limited                       473                     432
     Coca-Cola Hellenic Bottling Co SA              854                     791
     Other, principally bottling companies        2,281                   3,117
  Cost method investments,
    principally bottling companies                  250                     294
  Other assets                                    3,059                   2,792
                                             ----------              ----------
                                                  7,841                   8,214
                                             ----------              ----------
PROPERTY, PLANT AND EQUIPMENT
  Land                                              357                     217
  Buildings and improvements                      2,274                   1,812
  Machinery and equipment                         5,712                   4,881
  Containers                                        347                     195
                                             ----------              ----------
                                                  8,690                   7,105

  Less allowances for depreciation                3,003                   2,652
                                             ----------              ----------
                                                  5,687                   4,453
                                             ----------              ----------
TRADEMARKS AND OTHER INTANGIBLE ASSETS            3,524                   2,579
                                             ----------              ----------
                                             $   25,300              $   22,417
                                             ==========              ==========
</TABLE>


                                       5
<PAGE>



                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)
                        (In millions except share data)

                      LIABILITIES AND SHARE-OWNERS' EQUITY


<TABLE>
<CAPTION>
                                           September 30,           December 31,
                                                2002                   2001
                                           -------------           ------------
<S>                                        <C>                     <C>
CURRENT
  Accounts payable and accrued expenses    $      4,311            $      3,679
  Loans and notes payable                         2,518                   3,743
  Current maturities of long-term debt              205                     156
  Accrued income taxes                            1,077                     851
                                             ----------              ----------
TOTAL CURRENT LIABILITIES                         8,111                   8,429
                                             ----------              ----------

LONG-TERM DEBT                                    2,835                   1,219
                                             ----------              ----------
OTHER LIABILITIES                                 2,199                     961
                                             ----------              ----------
DEFERRED INCOME TAXES                               543                     442
                                             ----------              ----------

SHARE-OWNERS' EQUITY
  Common stock, $.25 par value
    Authorized: 5,600,000,000 shares
    Issued: 3,494,677,095 shares at
      September 30; 3,491,465,016 shares
      at December 31                                874                     873
  Capital surplus                                 3,635                   3,520
  Reinvested earnings                            24,279                  23,443
  Accumulated other comprehensive income
    and unearned compensation on restricted
    stock                                        (3,020)                 (2,788)
                                             ----------              ----------
                                                 25,768                  25,048

  Less treasury stock, at cost
    (1,014,762,225 shares at September 30;
    1,005,237,693 shares at December 31)         14,156                  13,682
                                             ----------              ----------
                                                 11,612                  11,366
                                             ----------              ----------
                                             $   25,300              $   22,417
                                             ==========              ==========


See Notes to Condensed Consolidated Financial Statements.

</TABLE>

                                       6

<PAGE>


                     THE COCA-COLA COMPANY AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                 (In millions)

<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                                September 30,
                                                        -----------------------------

                                                            2002              2001
                                                          --------          --------
<S>                                                       <C>               <C>
OPERATING ACTIVITIES
 Net income                                               $  2,326          $  3,055
 Depreciation and amortization                                 599               571
 Deferred income taxes                                         (56)              (45)
 Equity income or loss, net of dividends                      (252)              (83)
 Foreign currency adjustments                                  (12)              (47)
 Gain on issuances of stock by equity investee                   -               (91)
 Gains on sale of assets, including bottling interests          (8)              (33)
 Cumulative effect of accounting changes                       926                10
 Other items                                                   274                34
 Net change in operating assets and liabilities               (392)             (318)
                                                          --------          --------
  Net cash provided by operating activities                  3,405             3,053
                                                          --------          --------
INVESTING ACTIVITIES
 Acquisitions and investments,
  principally trademarks and bottling companies               (415)             (308)
 Purchases of investments and other assets                    (115)             (365)
 Proceeds from disposals of investments
  and other assets                                             277               179
 Purchases of property, plant and equipment                   (582)             (528)
 Proceeds from disposals of property, plant
  and equipment                                                 55                70
 Other investing activities                                     49               112
                                                          --------          --------
  Net cash used in investing activities                       (731)             (840)
                                                          --------          --------
FINANCING ACTIVITIES
 Issuances of debt                                           1,402             2,660
 Payments of debt                                           (1,939)           (3,225)
 Issuances of stock                                             97               155
 Purchases of stock for treasury                              (478)             (219)
 Dividends                                                    (994)             (897)
                                                          --------          --------
  Net cash used in financing activities                     (1,912)           (1,526)
                                                          --------          --------

EFFECT OF EXCHANGE RATE CHANGES ON
 CASH AND CASH EQUIVALENTS                                      19               (11)
                                                          --------          --------

CASH AND CASH EQUIVALENTS
 Net increase during the period                                781               676
 Balance at beginning of period                              1,866             1,819
                                                          --------          --------
   Balance at end of period                               $  2,647          $  2,495
                                                          ========          ========


See Notes to Condensed Consolidated Financial Statements.

</TABLE>

                                       7
<PAGE>


                     THE COCA-COLA COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

Note A - Basis of Presentation

   The accompanying  unaudited Condensed  Consolidated Financial Statements have
been prepared in accordance with accounting principles generally accepted in the
United States for interim  financial  information  and with the  instructions to
Form 10-Q and Rule 10-01 of Regulation  S-X. They do not include all information
and notes  required by generally  accepted  accounting  principles  for complete
financial  statements.  However,  except as disclosed herein,  there has been no
material  change in the information  disclosed in the notes to the  consolidated
financial statements included in the Annual Report on Form 10-K of The Coca-Cola
Company  (together  with its  subsidiaries,  the Company or our Company) for the
year ended  December 31, 2001.  In the opinion of  management,  all  adjustments
(consisting of normal recurring  accruals),  as well as the accounting change to
adopt Statement of Financial  Accounting Standards (SFAS) No. 142, "Goodwill and
Other Intangible Assets," considered necessary for a fair presentation have been
included. Operating results for the three and nine month periods ended September
30, 2002 are not necessarily  indicative of the results that may be expected for
the year ending December 31, 2002.

   Certain  amounts  in  our  prior  period   financial   statements  have  been
reclassified to conform to the current period presentation.


Note B - Seasonality

   Sales of 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.


                                       8
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note C - Comprehensive Income (Loss)

   Total comprehensive  income for the three months ended September 30, 2002 and
2001 was comprised of the following:

<TABLE>
<CAPTION>

                                        For the three months ended September 30,
                                        ----------------------------------------
                                               2002                2001
                                            ---------           ---------
<S>                                         <C>                 <C>

Net income                                  $  1,161            $  1,074
Net foreign currency translation
 gain/(loss)                                    (241)                140
Net gain (loss) on derivative financial
 instruments                                      17                 (27)
Net change in unrealized gain (loss) on
 available-for-sale securities                   (68)                (26)
Minimum pension liability                          -                   -
                                            --------            --------
    Total Comprehensive Income              $    869            $  1,161
                                            ========            ========

</TABLE>


   Total  comprehensive  income for the nine months ended September 30, 2002 and
2001 was comprised of the following:

<TABLE>
<CAPTION>

                                         For the nine months ended September 30,
                                         ---------------------------------------
                                               2002                2001
                                            ---------           ---------
<S>                                         <C>                 <C>

Net income                                  $   2,326           $   3,055
Net foreign currency translation
 gain/(loss)                                     (157)                  1
Net gain (loss) on derivative financial
 instruments                                      (99)                 27
Cumulative effect of adopting
 SFAS No. 133, net                                  -                  50
Net change in unrealized gain (loss) on
 available-for-sale securities                     (1)                (19)
Minimum pension liability                         (33)                  -
                                            ---------           ---------
    Total Comprehensive Income              $   2,036           $   3,114
                                            =========           =========

</TABLE>

                                      9

<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note C - Comprehensive Income (Loss) (Continued)

   Net foreign  currency  translation for the three months and nine months ended
September  30, 2002 was impacted  primarily by the  weakening of Latin  American
currencies.  For the nine  months  ended  September  30,  2002,  this impact was
partially offset by strengthening of certain currencies since December 31, 2001,
including the Japanese yen and the euro,  against the U.S. dollar,  primarily in
the second quarter of 2002. Net gain (loss) on derivative financial  instruments
for the three  months and nine months  ended  September  30,  2002 was  impacted
primarily  by  changes  in the fair  value of  outstanding  hedging  instruments
primarily related to the Japanese yen and the reclassification of net gains into
earnings.  Fluctuations  in the value of the hedging  instruments  are generally
offset by changes in the fair  value or cash flows of the  underlying  exposures
being hedged.




                                       10

<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note D - Accounting Pronouncements

   Effective  January 1, 2002, our Company adopted SFAS No. 142. For information
regarding  trademarks and other intangible assets and the impact the adoption of
SFAS No. 142 had on our Condensed  Consolidated  Financial Statements,  refer to
Note F.

   Effective  January 1, 2002, our Company adopted the fair value method defined
in SFAS No. 123,  "Accounting  for  Stock-Based  Compensation."  For information
regarding the adoption of the fair value method  defined in SFAS No. 123,  refer
to Note I.

   Effective  January 1, 2002,  our Company  adopted the  provisions of Emerging
Issues Task Force (EITF) Issue No. 01-9,  "Accounting for Consideration Given by
a Vendor to a Customer or a Reseller of the Vendor's  Products."  EITF Issue No.
01-9  codifies  and  reconciles  the Task Force  consensuses  on all or specific
aspects of EITF Issues No. 00-14, "Accounting for Certain Sales Incentives," No.
00-22,  "Accounting  for 'Points' and Certain Other  Time-Based or  Volume-Based
Sales  Incentives  Offers,  and  Offers  for Free  Products  or  Services  to be
Delivered  in  the   Future,"   and  No.   00-25,   "Vendor   Income   Statement
Characterization  of Consideration  Paid to a Reseller of the Vendor's Products"
and identifies other related  interpretive issues. The types of sales incentives
provided by our Company to  resellers,  vendors or  customers  of our  Company's
products  principally  include  participation  in sales  promotion  programs and
volume based  incentives.  Our Company adopted the provisions of EITF Issues No.
00-14  and  No.  00-22  on  January  1,  2001,  resulting  in  income  statement
reclassification of certain sales incentives. Upon adoption, the Company reduced
both net operating revenues and selling,  administrative and general expenses by
approximately  $142  million for the three  months  ended  September  30,  2001,
approximately  $445  million for the nine months  ended  September  30, 2001 and
approximately  $580 million for the year ended December 31, 2001. EITF Issue No.
01-9 requires certain selling expenses  incurred by the Company,  not previously
reclassified,  to be classified as deductions from revenue.  The adoption of the
remaining items included in EITF Issue No. 01-9 resulted in the Company reducing
both net operating revenues and selling,  administrative and general expenses by
approximately  $702 million for the three months ended  September 30, 2001,  and
approximately  $1,862 million for the nine months ended  September 30, 2001. The
full  year  amount  of the  reclassification  for  2001 was  approximately  $2.5
billion. These reclassifications have no impact on operating income.

   Effective January 1, 2001, the Company adopted SFAS No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities," as amended by SFAS No. 137 and
SFAS No. 138.  The  adoption of SFAS No. 133  resulted in the Company  recording
transition adjustments to recognize its derivative instruments at fair value and
to  recognize  the  ineffective  portion  of the  change  in fair  value  of its
derivatives.  The  cumulative  effect  of these  transition  adjustments  was an
after-tax  reduction to net income of approximately $10 million and an after-tax
net increase to accumulated  other  comprehensive  income of  approximately  $50
million.

                                       11
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note E - Acquisitions

   Effective   February   2002,  our  Company   assumed   control  of  Coca-Cola
Erfrischungsgetraenke   AG  (CCEAG),  the  largest  bottler  in  Germany.   This
transaction was accounted for as a business  combination,  and the  consolidated
results of CCEAG's  operations  have been  included in the  Company's  Condensed
Consolidated  Financial  Statements since February 2002. Prior to February 2002,
CCEAG was accounted  for by our Company  under the equity method of  accounting.
Our Company has an approximate 41 percent ownership  interest in the outstanding
shares of CCEAG.  In accordance  with the terms of a Control and Profit and Loss
Transfer  Agreement  (CPL)  with  certain  share  owners of CCEAG,  our  Company
obtained management control of CCEAG for a period of up to five years. In return
for the management  control of CCEAG, the Company  guaranteed annual payments in
lieu of dividends by CCEAG to all other CCEAG share  owners.  Additionally,  all
other CCEAG share owners  entered into either a put or put/call  option with the
Company,  exercisable  at the end of the  term of the CPL  agreement  at  agreed
prices.  As a result of assuming  control of CCEAG,  our Company expects to help
focus its sales and marketing programs and assist in developing the business.

   The present value of the total amount likely to be paid by our Company to all
other  CCEAG  share  owners,  including  the put or  put/call  payments  and the
guaranteed annual payments in lieu of dividends,  is approximately  $700 million
at September 30, 2002.  This amount has increased from the initial  liability of
approximately  $600 million due to the accretion of the discounted  value to the
ultimate maturity of the liability described below, as well as approximately $80
million of translation  adjustment related to this liability.  This liability is
included  in the  caption  "Other  Liabilities"  in the  Condensed  Consolidated
Balance Sheet. The accretion of this discounted  value to its ultimate  maturity
value,  which is  recorded  in the caption  "Other  income  (loss) - net" in the
Condensed  Consolidated  Statement of Income,  was approximately $11 million and
$27  million for the three  months and nine months  ended  September  30,  2002,
respectively.  As a result of this  transaction,  the Company  recorded  bottler
franchise rights of approximately $925 million and goodwill of approximately $40
million. These amounts are comprised of approximately 41 percent of the historic
book value of  CCEAG's  franchise  rights and  goodwill,  and  approximately  59
percent of the fair value of CCEAG's  franchise rights and goodwill  computed at
the acquisition date. Such intangible assets were assigned indefinite lives. The
purchase price allocation is subject to refinement.

                                       12
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note E - Acquisitions (Continued)

   In  separate  transactions  during  2002,  our Company  acquired  controlling
interests in CCDA Waters,  L.L.C.  (CCDA) and Cosmos Bottling  Corporation (CBC)
for total combined  consideration of approximately $328 million. The Company has
initially  allocated  approximately $250 million of the purchase price for these
acquisitions to goodwill and other indefinite lived intangible assets, primarily
trademarks, brands and licenses. Additionally, the Company has recorded minority
ownership  accruals of approximately  $242 million related to these acquisitions
in "Other  Liabilities." The purchase price  allocations for these  acquisitions
are subject to  refinement.  The  details of these  acquisitions  are  described
below.

   In July 2002,  our Company and Danone Waters of North  America,  Inc.  (DWNA)
formed a new company,  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, as well as ownership
of several value brands. Our Company made a cash payment to acquire a 51 percent
equity  interest  in CCDA  and is also  providing  marketing,  distribution  and
management  expertise.   This  transaction  was  accounted  for  as  a  business
combination,  and the  consolidated  results  of  CCDA's  operations  have  been
included in the Company's Condensed 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 November  2001,  our  Company and  Coca-Cola  Bottlers  Philippines,  Inc.
(CCBPI) entered into a sale and purchase agreement with RFM Corp. to acquire its
83.2 percent interest in CBC, a publicly traded Philippine  beverage company. As
of the date of the agreement,  the Company began supplying  concentrate for this
operation.  The purchase of RFM's  interest was finalized on January 3, 2002. On
March 7, 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  interest in CBC. As of September 30, 2002,  our Company's  direct
ownership  interest in CBC is 60.9 percent,  and our indirect ownership interest
in CBC is  13.4  percent.  This  transaction  was  accounted  for as a  business
combination,  and the  results of CBC's  operations  have been  included  in the
Company's  Consolidated  Financial  Statements  since January 3, 2002. CBC is an
established  carbonated  soft drink business in the  Philippines.  Our Company's
goal is to  leverage  our new  partnership  with San Miguel  Corporation  in the
Philippines,  as well as leverage our sales, marketing and system resources,  to
expand CBC volume and profit  over time.  The  Company  and CCBPI have agreed to
restructure  the  operations of CBC, and this  restructuring  will result in the
Company  owning  all  acquired  trademarks  and CCBPI  owning  all the  acquired
bottling assets.  This restructuring is expected to be completed in 2003, and no
gain or loss is expected upon completion of the  deconsolidation of the bottling
assets.

   Had the results of these  businesses  been included in operations  commencing
with 2001, the reported results would not have been materially affected.

                                       13
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note F - Trademarks and Other Intangible Assets

   In accordance  with SFAS No. 142,  goodwill and indefinite  lived  intangible
assets will no longer be amortized but will be reviewed annually for impairment.
Intangible  assets that are not deemed to have an indefinite  life will continue
to be amortized over their useful lives. The amortization provisions of SFAS No.
142 apply to goodwill and intangible  assets  acquired after June 30, 2001. With
respect to goodwill and  intangible  assets  acquired prior to July 1, 2001, the
Company began applying the new accounting rules effective January 1, 2002.

   The  adoption  of SFAS No.  142  required  the  Company to perform an initial
impairment  assessment on all goodwill and indefinite lived intangible assets as
of January 1, 2002. The Company  compared the fair value of trademarks and other
intangible  assets to current  carrying  value.  Fair values were derived  using
discounted  cash flow analyses.  The assumptions  used in these  discounted cash
flow  analyses  were  consistent  with our internal  planning.  Valuations  were
completed  for  intangible  assets for both the  Company  and our equity  method
investees.  For the Company's  intangible  assets, the cumulative effect of this
change in  accounting  principle  was an  after-tax  decrease  to net  income of
approximately $367 million. For the Company's  proportionate share of its equity
method investees,  the cumulative effect of this change in accounting  principle
was an  after-tax  decrease to net income of  approximately  $559  million.  The
deferred income tax benefit related to the cumulative  effect of this change for
the  Company's  intangible  assets was  approximately  $94  million  and for the
Company's  proportionate  share of its equity method investees was approximately
$123 million.

                                       14
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE F - Trademarks and Other Intangible Assets (Continued)

   The impairment  charges resulting in the after-tax decrease to net income for
the  cumulative  effect of this  change by  applicable  operating  segment as of
January 1, 2002, are as follows (in millions):

The Company:
    Europe, Eurasia and Middle East                     $       33
    Latin America                                              226
    Asia                                                       108
                                                        ----------
Total                                                   $      367
                                                        ==========
The Company's Proportionate Share of its Equity
 Method Investees:
    Africa                                              $       63
    Europe, Eurasia and Middle East                            400
    Latin America                                               96
                                                        ----------
Total                                                   $      559
                                                        ==========

   Of the Company's $226 million  impairment  for Latin  America,  approximately
$113 million relates to Company-owned  Brazilian bottlers' franchise rights. The
Brazilian  macroeconomic  conditions,  the devaluation of the currency and lower
pricing  impacted  the  valuation  of  these  bottlers'  franchise  rights.  The
remainder of the $226 million primarily relates to a $109 million impairment for
certain  trademarks  in Latin  America.  In early  1999,  our  Company  formed a
strategic  partnership  to market and  distribute  such  trademark  brands.  The
macroeconomic conditions and lower pricing depressed operating margins for these
trademarks.

   Of the $108 million  impairment for the Company in Asia, $99 million  relates
to  bottlers'  franchise  rights  in  consolidated  bottling  operations  in our
Southeast and West Asia Division.  Difficult  economic  conditions  impacted our
business in Singapore,  Sri Lanka, Nepal and Vietnam.  As a result,  bottlers in
these countries experienced lower than expected volume and operating margins.

                                       15
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F - Trademarks and Other Intangible Assets (Continued)

   For Europe,  Eurasia and Middle East equity method investees,  a $400 million
impairment  was  recorded  for the  Company's  proportionate  share  related  to
bottlers'  franchise rights. Of this amount,  approximately $301 million related
to CCEAG. This impairment was due to a prolonged difficult economic  environment
in Germany resulting in continuing losses for CCEAG in east Germany.  The market
for nonalcoholic beverages is currently undergoing a transformation.  A changing
competitive  landscape,  continuing  price pressure,  and growing demand for new
products  and  packaging  were  elements   impacting  CCEAG.  The  $400  million
impairment  also  included  a $50  million  charge  for  Middle  East  bottlers'
franchise  rights.  In our Africa  operating  segment,  a $63 million charge was
recorded for the Company's  proportionate share of impairments related to equity
method  investee  bottlers'  franchise  rights.  These  Middle  East and  Africa
bottlers  have  challenges  as a result of the  political  instability,  and the
resulting economic instability, in their respective regions, which has adversely
impacted financial performance.

   A $96 million impairment was recorded for the Company's  proportionate  share
related to bottlers'  franchise rights of Latin America equity method investees.
In South Latin America,  the  macroeconomic  conditions  and  devaluation of the
Argentine  peso  significantly  impacted the  valuation  of bottlers'  franchise
rights.


                                       16
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F - Trademarks and Other Intangible Assets (Continued)

   As discussed in Note E above, the Company acquired certain  intangible assets
in connection  with the business  combinations of CCEAG,  CBC and CCDA.  Because
such assets were assigned indefinite lives, no amortization will be recorded.

   The following table sets forth the information for intangible  assets subject
to  amortization  and for  intangible  assets not  subject to  amortization  (in
millions):

<TABLE>
<CAPTION>


                                        September 30, 2002      December 31, 2001
                                        ------------------      -----------------
 <S>                                         <C>                     <C>
Amortized intangible assets
 (various, principally trademarks):
  Gross carrying amount                      $    168                $    160
                                             ========                ========
  Accumulated amortization                   $     73                $     67
                                             ========                ========
Unamortized intangible assets:
  Trademarks                                 $  1,727                $  1,697
  Bottlers' franchise rights                    1,327                     639
  Goodwill                                        282                     108
  Other                                            93                      42
                                             --------                --------
       Total                                 $  3,429                $  2,486
                                             ========                ========
Aggregate amortization expense:
  For the three months ended
    September 30, 2002                       $      3
                                             ========
  For the nine months ended
    September 30, 2002                       $      9
                                             ========
Estimated amortization expense:
  For the year ending December 31, 2002      $     12
  For the year ending December 31, 2003            12
  For the year ending December 31, 2004            11
  For the year ending December 31, 2005            11
  For the year ending December 31, 2006             8
  For the year ending December 31, 2007             8

</TABLE>

                                       17

<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F - Trademarks and Other Intangible Assets (Continued)

   The following  table  summarizes and reconciles net income before  cumulative
effect of  accounting  change for the three and nine months ended  September 30,
2002 and 2001,  adjusted  to exclude  amortization  expense  recognized  in such
periods  related to trademarks,  bottlers'  franchise  rights,  goodwill,  other
indefinite  lived  intangible  assets  that  are no  longer  amortized  and  our
proportionate  share of equity method  intangibles (in millions except per share
amounts):

<TABLE>
<CAPTION>

                                         For the three months ended September 30,
                                         ---------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>

Reported net income before cumulative effect
  of accounting change (1)                        $   1,161      $   1,074
Add back after-tax amounts:
    Trademark amortization                                -              7
    Bottlers' franchise rights amortization               -              2
    Goodwill amortization                                 -              1
    Other indefinite lived
      intangible amortization                             -              1
    Equity method intangibles amortization                -             27
                                                  ---------      ---------
Adjusted net income before cumulative effect
  of accounting change                            $   1,161      $   1,112
                                                  =========      =========

</TABLE>


<TABLE>
<CAPTION>

                                         For the three months ended September 30,
                                         ---------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>
Basic net income per share before
 accounting change (1):
Reported net income                               $     .47      $     .43
    Trademark amortization                                -              -
    Bottlers' franchise rights amortization               -              -
    Goodwill amortization                                 -              -
    Other indefinite lived
      intangible amortization                             -              -
    Equity method intangibles amortization                -            .02
                                                  ---------      ---------
Adjusted basic net income per share
  before accounting change                        $     .47      $     .45
                                                  =========      =========

</TABLE>

                                       18
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F - Trademarks and Other Intangible Assets (Continued)

<TABLE>
<CAPTION>
                                         For the three months ended September 30,
                                         ---------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>
Diluted net income per share before
  accounting change (1):
Reported net income                               $     .47      $     .43
    Trademark amortization                                -              -
    Bottlers' franchise rights amortization               -              -
    Goodwill amortization                                 -              -
    Other indefinite lived
      intangible amortization                             -              -
    Equity method intangibles amortization                -            .02
                                                  ---------      ---------
Adjusted diluted net income per share
  before accounting change                        $     .47      $     .45
                                                  =========      =========
</TABLE>


<TABLE>
<CAPTION>
                                          For the nine months ended September 30,
                                          --------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>
Reported net income before cumulative effect
  of accounting change (1)                        $   3,252      $   3,065
Add back after-tax amounts:
    Trademark amortization                                -             21
    Bottlers' franchise rights amortization               -              4
    Goodwill amortization                                 -              3
    Other indefinite lived
      intangible amortization                             -              3
    Equity method intangibles amortization                -             81
                                                  ---------      ---------
Adjusted net income before cumulative effect
  of accounting change                            $   3,252      $   3,177
                                                  =========      =========
</TABLE>

                                       19

<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


NOTE F - Trademarks and Other Intangible Assets (Continued)

<TABLE>
<CAPTION>
                                         For the nine months ended September 30,
                                         ---------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>
Basic net income per share before
  accounting change (1):
Reported net income                               $    1.31      $    1.23
    Trademark amortization                                -            .01
    Bottlers' franchise rights amortization               -              -
    Goodwill amortization                                 -              -
    Other indefinite lived
      intangible amortization                             -              -
    Equity method intangibles amortization                -            .03
                                                  ---------      ---------
Adjusted basic net income per share
  before accounting change                        $    1.31      $    1.27
                                                  =========      =========

</TABLE>

<TABLE>
<CAPTION>
                                         For the nine months ended September 30,
                                         ---------------------------------------
                                                    2002           2001
                                                  ---------      ---------
<S>                                               <C>            <C>
Diluted net income per share before
  accounting change (1):
Reported net income                               $    1.31      $    1.23
    Trademark amortization                                -            .01
    Bottlers' franchise rights amortization               -              -
    Goodwill amortization                                 -              -
    Other indefinite lived
      intangible amortization                             -              -
    Equity method intangibles amortization                -            .03
                                                  ---------      ---------
Adjusted diluted net income per share
  before accounting change                        $    1.31      $    1.27
                                                  =========      =========

<FN>
(1) Basic and  diluted  net income per share  amounts are rounded to the nearest
$.01, and after-tax amounts are rounded to the nearest million;  therefore, such
rounding may slightly impact amounts presented.
</FN>

</TABLE>

                                       20
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note G - Operating Segments

   The Company's  operating structure includes the following operating segments:
North America (including The Minute Maid Company);  Africa;  Europe, Eurasia and
Middle East;  Latin America;  Asia; and  Corporate.  North America  includes the
United  States,  Canada and Puerto Rico.  During the first quarter of 2002,  the
Egypt Region was relocated from Europe, Eurasia and Middle East to Africa. Prior
period  amounts  have  been  reclassified  to  conform  to  the  current  period
presentation. Information about our Company's operations as of and for the three
months ended  September 30, 2002 and 2001, by operating  segment,  is as follows
(in millions):

<TABLE>
<CAPTION>
                                                            Europe,
                             North                      Eurasia and          Latin
                           America        Africa        Middle East        America          Asia       Corporate       Consolidated
                           -------        ------       ------------      ---------      --------       ---------       ------------
<S>                        <C>            <C>              <C>             <C>          <C>             <C>                <C>

2002
- ----
Net operating
  revenues (1) (2)         $ 1,706        $  164           $  1,518        $   487      $  1,400        $     47           $  5,322

Income before
  income taxes and
  cumulative effect
  of accounting
  change (1)                   434            69                480            228           504            (125)             1,590
Identifiable
  operating
  assets (3)                 5,153           539              4,665          1,032         2,545           6,584             20,518
Investments (4)                143            79              1,050          1,366         1,144           1,000              4,782

2001
- ----
Net operating
  revenues                 $ 1,480        $  158           $  1,206        $   525      $  1,295        $     31           $  4,695
Income before
  income taxes and
  cumulative effect
  of accounting
  change (5)                   359            64                321            305           528             (43)             1,534
Identifiable
  operating
  assets                     4,268           525              2,354          1,641         2,066           5,964             16,818
Investments                    141           226              1,826          1,677         1,067             910              5,847


   Intercompany transfers between operating segments are not material.

   Refer to Notes on page 22.

</TABLE>

                                       21
<PAGE>



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note G - Operating Segments (Continued)

   Information  about  our  Company's  operations  for  the  nine  months  ended
September 30, 2002 and 2001, by operating segment, is as follows (in millions):


<TABLE>
<CAPTION>
                                                           Europe,
                            North                      Eurasia and          Latin
                          America        Africa        Middle East        America          Asia       Corporate       Consolidated
                          -------        ------       ------------      ---------      --------       ---------       ------------
<S>                        <C>            <C>             <C>             <C>           <C>             <C>              <C>

2002
- ----
Net operating
  revenues (1)(2)         $ 4,712        $  493           $  3,993       $  1,584      $  3,858         $   129          $  14,769
Income before
  income taxes and
  cumulative effect
  of accounting
  change (1)                1,274           185              1,265            790         1,455            (461)             4,508

2001
- ----
Net operating
  revenues                $ 4,317        $  450           $  3,104       $  1,612      $  3,699         $   125          $  13,307
Income before
  Income taxes and
  cumulative effect
  of accounting
  change (5)                1,109           180              1,113            939         1,383            (346)             4,378

<FN>

   Intercompany transfers between operating segments are not material.

Notes:
- -----
(1)  Net operating revenues and income before income taxes and cumulative effect
     of accounting change for Latin America were negatively impacted by exchange
     and challenging economic conditions,  primarily in Argentina, Venezuela and
     Brazil.
(2)  Net operating revenues for Europe, Eurasia and Middle East were impacted by
     the consolidation of CCEAG in 2002.
(3)  Identifiable  operating assets for North America increased primarily due to
     the  consolidation  of CCDA in 2002 and  Odwalla,  Inc. in  December  2001.
     Identifiable operating assets for Europe, Eurasia and Middle East increased
     primarily due to the consolidation of CCEAG in 2002. Identifiable operating
     assets for Latin America decreased  primarily due to the negative impact of
     exchange.
(4)  Investments for Europe,  Eurasia and Middle East decreased primarily due to
     the consolidation of CCEAG in 2002.
(5)  Income before income taxes and cumulative  effect of accounting  change for
     Corporate  was  positively   impacted  by  a  one-time   non-cash  gain  of
     approximately $91 million, described in further detail in Note J.

</FN>
</TABLE>

                                       22
<PAGE>


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note H - Nonrecurring Items

   In the third quarter of 2002, our Company  recorded a non-cash  pretax charge
of   approximately   $33  million   related  to  our  share  of  impairment  and
restructuring  charges taken by certain investees in Latin America.  This charge
was recorded to "Equity income (loss) - net."

   Our   Company  has  direct  and   indirect   ownership   interests   totaling
approximately  18 percent in Cervejarias  Kaiser S.A.  (Kaiser  S.A.).  In March
2002,  Kaiser S.A.  sold its  investment  in  Cervejarias  Kaiser Brazil Ltda to
Molson Inc. (Molson) for cash of approximately $485 million and shares of Molson
valued at  approximately  $150 million.  Our Company's  pretax share of the gain
related to this sale was approximately $43 million,  of which  approximately $21
million  was  recorded  in  the  caption   "Equity  income  (loss)  -  net"  and
approximately  $22 million was recorded in the caption  "Other  income  (loss) -
net."

   In the first quarter of 2002, our Company  recorded a non-cash  pretax charge
of  approximately  $157 million  (recorded in the caption "Other income (loss) -
net")  primarily  related to the write-down of our investments in Latin America.
This  write-down  reduced the carrying value of the investments in Latin America
to fair value. The charge was primarily the result of the economic  developments
in Argentina during the first quarter of 2002,  including the devaluation of the
Argentine peso and the severity of the unfavorable economic outlook.


Note I - Restricted Stock, Stock Options and Other Stock Plans

   Effective  January 1, 2002,  our  Company  adopted  the fair value  method of
recording  stock-based  compensation  contained in SFAS No. 123, "Accounting for
Stock-Based  Compensation," which is considered the preferable accounting method
for stock-based employee compensation. Historically, our Company had applied the
intrinsic  value method  permitted  under SFAS No. 123, as defined in Accounting
Principles Board Opinion No. 25,  "Accounting for Stock Issued to Employees" and
related  Interpretations,  in accounting for our stock-based compensation plans.
Accordingly, no compensation cost has been recognized for our stock option plans
in the past.  All future  employee  stock  option  grants and other  stock-based
compensation will be expensed to "Selling,  administrative and general expenses"
over the  vesting  period  based on the fair  value at the date the  stock-based
compensation is granted.  The Financial Accounting Standards Board has issued an
exposure draft which, if finalized as drafted,  would allow  companies  adopting
the fair  value  method  permitted  under  SFAS No.  123 to  choose  from  three
alternative transition methods. The Company will evaluate these alternatives and
select  an  appropriate  transition  method  after  the  issuance  of the  final
standard,  which is  expected  later  this  year.  The  ultimate  impact  on our
financial statements in 2002 will depend upon the transition method selected.

                                       23
<PAGE>



        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note J - Issuances of Stock by Equity Investee

   In July 2001,  Coca-Cola  Enterprises Inc. (CCE) completed its acquisition of
Hondo  Incorporated and Herbco  Enterprises,  Inc.,  collectively  known as Herb
Coca-Cola.  The  transaction  was valued at  approximately  $1.4  billion,  with
approximately  30  percent  of the  transaction  funded  with  the  issuance  of
approximately 25 million shares of CCE common stock,  and the remaining  portion
funded  through  debt and assumed  debt.  The  issuance of shares  resulted in a
one-time  non-cash  pretax  gain for our  Company of  approximately  $91 million
during the third quarter of 2001. We provided  deferred  taxes of  approximately
$36 million on this gain.  This  transaction  reduced our  ownership in CCE from
approximately 40 percent to approximately 38 percent.


Note K - Commitments and Contingencies

   On  September  30,  2002,  we were  contingently  liable  for  guarantees  of
indebtedness  owed by third parties in the amount of $470 million,  of which $16
million related to the Company's equity investee bottlers. We do not consider it
probable that we will be required to satisfy these guarantees.

   We believe our exposure to concentrations  of credit risk is limited,  due to
the diverse geographic areas covered by our operations.

   In June 2002, our Company  announced  long-term  agreements with the National
Collegiate  Athletic  Association  (NCAA) and CBS,  and with the Houston  Astros
Baseball Club with a combined value of approximately  $650 to $800 million.  Our
Company,  CBS and the NCAA will participate in an integrated marketing and media
program that includes,  for our Company,  beverage marketing and media rights to
87 NCAA championships in 22 sports.  Additionally,  The Minute Maid Company,  an
operating  unit of our  Company,  and the  Houston  Astros  Baseball  Club  will
participate in a long-term marketing and community partnership, including naming
rights for Astros Field,  which was renamed  "Minute Maid Park." The  definitive
agreement  with the NCAA and CBS is expected to be finalized  during  2002.  The
definitive  agreement with the Houston Astros Baseball club was completed during
the third quarter of 2002.

   The  Company  is  involved  in  various  legal   proceedings   and  disputes.
Additionally,  the Company provides certain  indemnifications in relation to the
disposition  of previously  consolidated  subsidiaries.  These  indemnifications
generally provide a purchaser with  reimbursements for out of pocket costs which
arise from events that occurred within the subsidiary  prior to the disposition.
Management  believes  that any  liability  of the  Company  which may arise as a
result of these legal proceedings, disputes or indemnifications, will not have a
material  adverse  effect on the  financial  condition of the Company taken as a
whole.

                                       24
<PAGE>


Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations


                             RESULTS OF OPERATIONS

Beverage Volume

   We measure  our sales  volume in two ways:  (1) gallons and (2) unit cases of
finished  products.  "Gallons"  represent  our primary  business and measure the
volume  of  concentrates,  syrups  and other  beverage  products  (expressed  in
equivalent  gallons of syrup) included by the Company in unit case volume.  Most
of our revenues are based on this measure of wholesale activity,  which consists
primarily of our sales to bottlers and customers.  Our Company  records  revenue
when title to our products passes to our bottling partners or our customers.

   Unit cases  represent  activity at the retail  level.  Most of our  Company's
revenues  are not based  directly on unit case  volume.  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,  including  beverage
products  bearing  trademarks  licensed to the Company and certain key  products
(which are not material)  owned by Coca-Cola  system  bottlers and for which the
Company provides marketing support and derives profit from the sales.

   In the third  quarter of 2002,  our  worldwide  unit case volume  increased 5
percent  compared to the third quarter of 2001. The increase in unit case volume
was driven by 4 percent volume growth for international operations and 9 percent
growth for North American operations.  This volume growth benefited from several
recent strategic  acquisitions and license agreements.  The North America volume
growth included a positive impact of 4 percentage  points  resulting from recent
transactions  involving the Danone and Evian water brands and Seagram's  mixers.
The  introduction  of Vanilla  Coke and diet Coke with Lemon also  helped  drive
growth  during the third  quarter.  Third  quarter 2002 unit case volume for the
Company's international operating segments included 3 percent growth for Africa;
2 percent growth for Europe, Eurasia and Middle East; 1 percent growth for Latin
America; and 9 percent growth for Asia. In Africa, growth was driven by Southern
Africa,  which  continued to generate  strong growth  during the third  quarter,
partially  offset by the impact of political  instability  and boycotts  against
American brands in Northern Africa. The 2 percent growth in Europe,  Eurasia and
Middle East was impacted by the unseasonably cool summer, floods throughout many
parts of Europe and the boycott of  American  brands in the Middle  East.  The 1
percent  growth in Latin America was due to volume  growth in Mexico,  partially
offset by continued  challenging  economic  conditions  in other Latin  American
markets, primarily Argentina, Venezuela and Brazil. The 9 percent growth in Asia
was driven by significant growth in India, China and the Philippines,  partially
offset  by  relatively  flat  growth  in Japan  due to  extremely  poor  weather
conditions  in the month of July.

                                       25
<PAGE>


                             RESULTS OF OPERATIONS


Beverage Volume (Continued)

   The current  unstable  economic and political  conditions and civil unrest in
the Middle  East and  Northern  Africa,  as well as in certain  regions of Latin
America,  have had an adverse impact on our Company's  recent business  results,
and  we  believe  that  these  trends  could  continue  in the  fourth  quarter.
Furthermore,   our  Company  has  not  yet  seen  the  improvements  in  overall
macroeconomic  conditions  that we  anticipated  at the  beginning of 2002.  Our
current  expectation is that the  macroeconomic  environment is likely to remain
difficult throughout the remainder of 2002.

   Our unit case  volume for the first nine  months of 2002  increased 5 percent
compared to the first nine months of 2001.  The increase in unit case volume was
driven by 5 percent  volume growth for  international  operations  and 6 percent
growth for North American operations. The North America volume growth included a
positive  impact of 2  percentage  points  resulting  from  recent  transactions
involving  the  Danone  and  Evian  water  brands  and  Seagram's  mixers.   The
introduction  of Vanilla  Coke and diet Coke with Lemon also helped drive growth
for the first nine months of 2002. Unit case volume for the first nine months of
2002 for the  Company's  international  operating  segments  included  7 percent
growth for Africa;  4 percent  growth for Europe,  Eurasia  and Middle  East;  1
percent  growth  for Latin  America;  and 11 percent  growth for Asia.

   The  Company is focused on  continuing  to broaden  its family of brands.  In
particular, we are expanding and growing our non-carbonated offerings to provide
more  alternatives  to  consumers.  Carbonated  soft  drinks and  non-carbonated
beverages contributed approximately 2 percent volume growth and approximately 27
percent  volume  growth,  respectively,  for the first nine  months of 2002.  As
mentioned above, our Company recently  completed several strategic  acquisitions
and license agreements involving  non-carbonated brands such as Evian and Danone
waters in North  America and Risco,  a water brand in Mexico.  The Company  also
entered  into a  long-term  license  agreement  involving  Seagram's  mixers,  a
carbonated  line of drinks.  These brands and other brands  acquired  during the
past 12 months  such as Cosmos in the  Philippines  and  Odwalla  in the  United
States had annual  volume in the year before we acquired  them of  approximately
500 million unit cases.

                                       26

<PAGE>



                             RESULTS OF OPERATIONS


Net Operating Revenues and Gross Margin

   Net  operating  revenues  were $5,322  million in the third  quarter of 2002,
compared  to $4,695  million in the third  quarter of 2001,  an increase of $627
million or 13 percent.  The  increase  reflected a 7 percent  increase in gallon
shipments,  structural  changes  that added  approximately  $450  million to net
operating revenues (primarily the consolidation of our German bottler, Coca-Cola
Erfrischungsgetraenke  AG (CCEAG),  Cosmos Bottling Corporation (CBC),  Odwalla,
Inc.  (Odwalla)  and  CCDA  Waters,  L.L.C.  (CCDA),  partially  offset  by  the
deconsolidation  of our Russian  bottling  operations),  and price  increases in
certain  regions  including  North  America and  Europe.  These  increases  were
partially  offset by the shift in the  increase  in gallon  shipments  to higher
growth  but  lower  revenue  regions  such  as  India  and  China.  For  further
information related to the consolidation of CCEAG, CBC and CCDA refer to Note E.

   Net operating revenues were $14,769 million in the first nine months of 2002,
compared  to $13,307  million in the first nine  months of 2001,  an increase of
$1,462  million or 11 percent.  The  increase  for the first nine months of 2002
reflected a 5 percent  increase in gallon  shipments,  structural  changes  that
added  approximately  $1,050  million to net operating  revenues  (primarily the
consolidation  of  CCEAG,  CBC,  Odwalla  and  CCDA,  partially  offset  by  the
deconsolidation  of our Russian  bottling  operations),  and price  increases in
selected countries. These positive factors were partially offset by the negative
impact  (approximately  2  percentage  points) of a stronger  U.S.  dollar.  For
further  discussion  related to the impact of exchange and expected trends refer
to "Exchange."

   Our gross profit  margin  decreased  to 60.9 percent in the third  quarter of
2002 from 64.0 percent in the third  quarter of 2001.  For the first nine months
of 2002, our gross profit margin decreased to 63.4 percent from 65.3 percent for
the first nine months of 2001.  The decrease in our gross profit  margin for the
third  quarter  and the  first  nine  months  of 2002 was due  primarily  to the
consolidation  of lower margin  operations,  primarily  CCEAG,  CBC, Odwalla and
CCDA,   partially  offset  by  the   deconsolidation  of  our  Russian  bottling
operations.  Generally,  bottling  operations  produce higher revenues but lower
gross margins compared to concentrate and syrup operations.

                                       27

<PAGE>


                       RESULTS OF OPERATIONS (Continued)


Selling, Administrative and General Expenses

   Selling, administrative and general expenses were $1,694 million in the third
quarter of 2002,  compared to $1,692  million in the third  quarter of 2001,  an
increase of $2 million.  The increase was due to structural  changes  (primarily
the  consolidation  of CCEAG,  CBC,  Odwalla and CCDA,  partially  offset by the
deconsolidation  of our Russian bottling  operations),  which increased selling,
administrative  and general  expenses by approximately  $160 million,  partially
offset by the 2001  strategic  one-time  marketing  initiatives  of $94  million
described  in more detail  below,  and a reduction  in  amortization  expense of
intangible  assets of approximately $15 million due to the adoption of Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets."

   Selling,  administrative  and general  expenses  were $4,915  million for the
first nine months of 2002,  compared to $4,587 million for the first nine months
of 2001,  an  increase of $328  million or 7 percent.  The  increase  was due to
structural changes (primarily the consolidation of CCEAG, CBC, Odwalla and CCDA,
partially offset by the  deconsolidation  of our Russian  bottling  operations),
which increased  selling,  administrative  and general expenses by approximately
$370 million.  This increase was partially offset by the 2001 strategic one-time
marketing   initiatives  of  $180  million   described  below,  a  reduction  in
amortization  expense of intangible  assets of approximately  $40 million due to
the  adoption  of SFAS  No.  142,  and the  favorable  impact  (approximately  2
percentage points) of a stronger U.S. dollar.

   In 2001, the Company  implemented  significant  strategic  one-time marketing
initiatives to accelerate the Company's  business  strategies.  During the third
quarter of 2001,  approximately  $94 million,  or $0.03 per share after tax, was
expensed on these  incremental  one-time  marketing  activities  in selected key
markets,  specifically the United States, Japan and Germany.  Approximately $180
million,  or $0.05 per share  after  tax,  was  expensed  for these  incremental
one-time marketing activites for the first nine months of 2001.

                                       28
<PAGE>



                       RESULTS OF OPERATIONS (Continued)

Operating Income and Operating Margin

   Operating income was $1,545 million in the third quarter of 2002, compared to
$1,311  million in the third  quarter of 2001, an increase of $234 million or 18
percent.  Our  consolidated  operating  margin for the third quarter of 2002 was
29.0 percent,  compared to 27.9 percent for the  comparable  period in 2001. The
increase  in  operating  income  for the third  quarter  of 2002  reflected  the
increase  in gallon  shipments  of 7 percent  and price  increases  in  selected
countries,  the reduction in amortization  expense of approximately  $15 million
due to the  adoption of SFAS No. 142 and the  incremental  marketing  in 2001 of
approximately  $94 million.  These positive factors were partially offset by the
negative impact from the stronger U.S. dollar, which reduced operating income by
approximately  1 percent  during the third  quarter of 2002.  The stronger  U.S.
dollar compared to the Argentine peso, the Mexican peso, the Brazilian real, the
Venezuelan  bolivar and the South African rand was partially  offset by strength
in the euro. The increase in the Company's operating margin was due primarily to
the negative  impact that the  incremental  marketing had on the 2001  operating
margin,   partially  offset  by  structural   changes  in  2002  (primarily  the
consolidation  of  CCEAG,  CBC,  Odwalla  and  CCDA,  partially  offset  by  the
deconsolidation of our Russian bottling operations), which reduced the Company's
operating  margin  during  the  third  quarter  of  2002.  Generally,   bottling
operations  produce  higher  revenues but lower  operating  margins  compared to
concentrate and syrup operations.

   Operating  income  was  $4,450  million  for the first  nine  months of 2002,
compared to $4,104  million  for the first nine  months of 2001,  an increase of
$346 million or 8 percent. Our consolidated  operating margin for the first nine
months of 2002 was 30.1  percent,  compared to 30.8  percent for the  comparable
period in 2001.  The increase in  operating  income for the first nine months of
2002 reflected the increase in gallon shipments of 5 percent and price increases
in selected  countries,  the reduction in amortization  expense of approximately
$40 million due to the adoption of SFAS No. 142, and the  incremental  marketing
in 2001 of  approximately  $180 million.  These positive  factors were partially
offset by the  negative  impact from the stronger  U.S.  dollar,  which  reduced
operating  income by  approximately  3 percent  during the first nine  months of
2002. The stronger U.S. dollar compared to the Japanese yen, the Argentine peso,
the Mexican  peso,  the Brazilian  real,  the  Venezuelan  bolivar and the South
African  rand was  partially  offset  by  strength  in the  euro.  Additionally,
structural changes (primarily the consolidation of CCEAG, CBC, Odwalla and CCDA,
partially  offset by the  deconsolidation  of our Russian  bottling  operations)
contributed to the reduction in operating margin. Generally, bottling operations
produce higher revenues but lower operating  margins compared to concentrate and
syrup operations.

                                       29

<PAGE>



                       RESULTS OF OPERATIONS (Continued)

Interest Income and Interest Expense

   Interest income decreased to $46 million for the third quarter of 2002 and to
$156 million for the nine months ended  September 30, 2002, from $68 million and
$227 million, respectively, for the comparable periods in 2001. In both cases, a
majority of the decrease was due to lower  interest  rates earned on  short-term
investments  during 2002.  Nevertheless,  the Company  continues to benefit from
cash invested in locations  outside the United States  earning  higher  interest
rates  than  could be  obtained  within  the  United  States.  Interest  expense
decreased $14 million,  or 21 percent,  in the third quarter of 2002 relative to
the comparable period in 2001, and by $78 million,  or 33 percent,  for the nine
months ended  September 30, 2002 relative to the comparable  period in 2001, due
mainly to both a decrease in average  commercial  paper debt  balances and lower
interest rates for commercial  paper debt. The decrease in interest  expense for
commercial paper debt was partially offset by increased interest expense on debt
related  to  the   consolidation   of  CCEAG.   Our  Company's   debt  increased
approximately $890 million, of which approximately $810 million is classified as
long-term,  as a result of the consolidation of CCEAG.  Additionally,  long-term
debt increased due to the issuance during 2002 of $750 million of notes due June
1, 2005.  The proceeds  from this  long-term  debt  issuance were used to reduce
current debt.


Equity Income (Loss) - Net

   Our Company's  share of income from equity method  investments  for the third
quarter of 2002  totaled  $113  million,  compared to $104  million in the third
quarter of 2001,  an increase of $9 million or 9 percent.  This increase in 2002
was due to the overall improving health of the Coca-Cola  bottling system around
the world.  However,  our equity method  investments  in Latin America have been
adversely  impacted  by ongoing  economic  difficulties.  Specific  items with a
positive  impact  to equity  income  were the  increase  in  equity  income  for
Coca-Cola  Enterprises  Inc.  (CCE) due to  improving  trends in  operating  and
financial performance of approximately $65 million (which included a $22 million
favorable  impact  resulting from the adoption of SFAS No. 142) and the increase
in equity income due to the reduction in amortization  expenses of approximately
$17 million for investments other than CCE resulting from implementation of SFAS
No. 142. These increases were partially  offset by the economic  difficulties in
Latin America  mentioned  above as well as our Company's share of impairment and
restructuring  charges taken by equity method  investees in Latin America during
the  third  quarter  of  2002.   The  Company's   share  of  these  charges  was
approximately $33 million.

                                       30
<PAGE>



                       RESULTS OF OPERATIONS (Continued)


Equity Income (Loss) - Net (Continued)

   For the first nine months of 2002, our Company's  share of income from equity
method  investees  totaled  $350  million,  compared  to  $167  million  for the
comparable  period in 2001,  an increase of $183 million,  or 110 percent.  This
increase  in 2002  was due to the  overall  improving  health  of the  Coca-Cola
bottling  system around the world.  However,  our equity method  investments  in
Latin America have been  adversely  impacted by ongoing  economic  difficulties.
Specific  items with a positive  impact to equity  income  were the  increase in
equity  income  for CCE due to  improving  trends  in  operating  and  financial
performance  of  approximately  $160  million  (which  included  a  $67  million
favorable  impact  resulting from the adoption of SFAS No. 142) and the increase
in equity income due to the reduction in amortization  expenses of approximately
$51 million for investments other than CCE resulting from implementation of SFAS
No. 142. These increases were partially  offset by the economic  difficulties in
Latin America  mentioned  above as well as our Company's share of impairment and
restructuring  charges taken by equity method  investees in Latin America during
the  third  quarter  of  2002.   The  Company's   share  of  these  charges  was
approximately $33 million.

   For the first nine months of 2002, our Company's  share of income from equity
method  investees was also favorably  impacted by a benefit related to our share
of the  gain  on the  sale by  Cervejarias  Kaiser  S.A.  (Kaiser  S.A.)  of its
interests in Brazil to Molson Inc. (refer to Note H).  Approximately $21 million
of the pretax gain from the sale by Kaiser S.A.  was  recorded in equity  income
with the  remaining  portion,  $22 million,  recorded in "Other  income (loss) -
net."


Other Income (Loss) - Net

   "Other  income  (loss) - net" was a net loss of $62  million  for the  third
quarter of 2002 compared to income of $26 million for the third quarter of 2001,
a difference  of $88  million.  The 2002 net loss was  principally  comprised of
foreign currency exchange losses of approximately $24 million,  the accretion of
the discounted value of the CCEAG liability of approximately  $11 million (refer
to Note E), and minority  ownership  accruals.  The losses on currency  exchange
were  primarily  in  Latin  America,  which  was  impacted  by  the  significant
devaluation of currencies.

   "Other income (loss) - net" was a net loss of $292 million for the first nine
months of 2002  compared to income of $23 million for the  comparable  period in
2001, a difference of $315 million. The 2002 net loss was principally  comprised
of foreign currency exchange losses of approximately $110 million, the accretion
of the  discounted  value of the CCEAG  liability of  approximately  $27 million
(refer  to Note  E),  the  nonrecurring  items  described  below,  and  minority
ownership accruals. The losses on currency exchange were primarily in Africa and
Latin America, which were impacted by the significant devaluation of currencies.

                                       31
<PAGE>

                       RESULTS OF OPERATIONS (Continued)


Other Income (Loss) - Net (Continued)

   Additionally,  the first nine months of 2002 were  impacted  by  nonrecurring
items which were recorded during the first quarter of 2002. In the first quarter
of 2002, our Company  recorded a non-cash  pretax charge of  approximately  $157
million primarily related to the write-down of our investments in Latin America.
The charge was  primarily the result of the economic  developments  in Argentina
during the first  quarter of 2002,  including the  devaluation  of the Argentine
peso and the severity of the unfavorable  economic outlook.  The Company expects
to realize a minimal  tax  benefit  from this  write-down.  The final  impact on
diluted earnings per share was an after-tax reduction of approximately $0.06 per
share.  As previously  noted, a $22 million  portion of the pretax gain from the
sale by Kaiser S.A. was recorded in "Other income (loss) - net."


Issuances of Stock by Equity Investee

   In July 2001, CCE completed its acquisition of Hondo  Incorporated and Herbco
Enterprises,  Inc.,  collectively  known as Herb Coca-Cola.  The transaction was
valued at  approximately  $1.4  billion,  with  approximately  30 percent of the
transaction  funded with the issuance of  approximately 25 million shares of CCE
common stock,  and the remaining  portion  funded through debt and assumed debt.
The  issuance  of shares  resulted  in a one-time  non-cash  pretax gain for our
Company  of  approximately  $91  million  during the third  quarter of 2001.  We
provided  deferred  taxes  of  approximately  $36  million  on this  gain.  This
transaction  reduced  our  ownership  in CCE from  approximately  40  percent to
approximately 38 percent.

                                       32

<PAGE>



                       RESULTS OF OPERATIONS (Continued)


Income Taxes

   Our  effective tax rate was 27 percent for the third quarter of 2002 compared
to 30 percent  for the third  quarter of 2001.  Our  effective  tax rate for the
first nine  months of 2002 was 28 percent  compared  to 30 percent for the first
nine months of 2001.  The  effective  tax rate for the first nine months of 2002
was  impacted by two  nonrecurring  items:  our share of the gain on the sale of
Kaiser S.A.  interests and the write-down of our investments  primarily in Latin
America.  Excluding the impact of these items, our effective tax rate would have
been 27 percent for the first nine months of 2002. For the full year 2002 and in
future  years,  the  Company  expects  the  ongoing  effective  tax  rate  to be
approximately  27 percent instead of the 27.5 percent rate previously  estimated
by the Company in its Annual Report on Form 10-K for the year ended December 31,
2001.  This slight  reduction in our  estimated  effective  tax rate is due to a
non-cash  benefit  related to the  adoption  of SFAS No. 142 and is  expected to
benefit the current year by approximately $0.01 per share. Our ongoing effective
tax rate reflects tax benefits derived from significant  operations  outside the
United States, which are taxed at lower rates than the U.S. statutory rates.


Cumulative Effect of Accounting Change for SFAS No. 142

   For information regarding the requirements of SFAS No. 142 and details of the
Company's  adoption of SFAS No. 142,  refer to Note F. The  adoption of SFAS No.
142 is a required change in accounting  principle,  and the cumulative effect of
adopting this  standard as of January 1, 2002 resulted in a non-cash,  after-tax
decrease to net income of $367 million for Company  operations  and $559 million
for the  Company's  proportionate  share of its equity  method  investees in the
first quarter of 2002. The adoption of this  accounting  standard is expected to
result in a pretax reduction in annual amortization expense of approximately $60
million, and an increase in annual equity income of approximately $150 million.

                                       33

<PAGE>



                       RESULTS OF OPERATIONS (Continued)

Recent Developments

   Effective  January 1, 2002,  our  Company  adopted  the fair value  method of
recording  stock-based  compensation  contained in SFAS No. 123, "Accounting for
Stock-Based  Compensation," which is considered the preferable accounting method
for stock-based employee compensation. Historically, our Company had applied the
intrinsic  value method  permitted  under SFAS No. 123, as defined in Accounting
Principles Board Opinion No. 25,  "Accounting for Stock Issued to Employees" and
related  Interpretations,  in accounting for our stock-based compensation plans.
Accordingly, no compensation cost has been recognized for our stock option plans
in the past.  All future  employee  stock  option  grants and other  stock-based
compensation will be expensed to "Selling,  administrative and general expenses"
over the  vesting  period  based on the fair  value at the date the  stock-based
compensation is granted.  The Financial Accounting Standards Board has issued an
exposure draft which, if finalized as drafted,  would allow  companies  adopting
the fair  value  method  permitted  under  SFAS No.  123 to  choose  from  three
alternative transition methods. The Company will evaluate these alternatives and
select  an  appropriate  transition  method  after  the  issuance  of the  final
standard,  which is  expected  later  this  year.  The  ultimate  impact  on our
financial statements in 2002 and in future years will depend upon the transition
method selected.

                                       34

<PAGE>


                              FINANCIAL CONDITION


Net Cash Flow Provided by Operating Activities

   Net cash  provided by operating  activities  in the first nine months of 2002
amounted to $3,405 million  versus $3,053  million for the comparable  period in
2001, an increase of $352 million.  Increased cash flows from operations for the
first nine months of 2002 were a result of improved worldwide business operating
results  along  with  the   collection  of   significant   tax   receivables  of
approximately $280 million in connection with an Advance Pricing Agreement (APA)
reached  between the United States and Japan in 2000.  The APA  established  the
level of  royalties  paid by  Coca-Cola  (Japan)  Company to our Company for the
years 1993 through 2001.  These increases were partially  offset by pension plan
contributions  of  approximately  $124 million made during the second quarter of
2002.


Investing Activities

   Net cash used in investing activities totaled $731 million for the first nine
months of 2002,  compared to $840 million for the  comparable  period in 2001, a
decrease of $109 million. During the first nine months of 2002, cash outlays for
investing activities included purchases of property, plant and equipment of $582
million and the acquisitions of CBC and CCDA for total combined consideration of
approximately  $328 million (refer to Note E). These items were partially offset
by the receipt of approximately $146 million in 2002 related to the 2001 sale of
our Company's  ownership interests in various Russian bottling  operations.  Our
Company currently estimates that purchases of property, plant and equipment will
total   approximately   $800  to  $900  million  for  the  full  year  2002  and
approximately $1 billion for 2003.


Financing Activities

   Our financing  activities include net borrowings,  dividend  payments,  share
issuances and share repurchases.  Net cash used in financing  activities totaled
$1,912  million for the first nine months of 2002 compared to $1,526 million for
the first nine months of 2001, an increase of $386 million.

   In the first nine months of 2002, the Company had issuances of debt of $1,402
million and payments of debt of $1,939 million.  The issuances of debt primarily
included $636 million of issuances of commercial  paper with  maturities over 90
days and $750  million in issuances  of  long-term  notes due June 1, 2005.  The
payments of debt  primarily  included $616 million  related to commercial  paper
with  maturities  over 90 days,  and net payments of $1,275  million  related to
commercial paper with maturities less than 90 days.

                                       35

<PAGE>



                        FINANCIAL CONDITION (Continued)

Financing Activities (Continued)

   For the  comparable  first nine months of 2001,  the Company had issuances of
debt of $2,660 million and payments of debt of $3,225 million.  The issuances of
debt primarily  included  $2,121  million of issuances of commercial  paper with
maturities  over 90 days and a $500  million  issuance of  long-term  debt.  The
payments of debt primarily  included $3,128 million related to commercial  paper
with  maturities  over 90 days,  and net  payments  of $72  million  related  to
commercial paper with maturities less than 90 days.

   During the first nine months of 2002 and 2001, the Company repurchased common
stock under the stock  repurchase  plan  authorized by our Board of Directors in
October 1996.  Cash used to purchase  common stock for treasury was $478 million
for the first nine months of 2002  compared  to $219  million for the first nine
months of 2001.  During the first nine months of 2002,  the Company  repurchased
approximately  9,327,000 shares of common stock at an average cost of $49.79 per
share  under the 1996 plan.  During the first nine  months of 2001,  the Company
repurchased approximately 4,050,000 shares of common stock at an average cost of
$48.76 per share under the 1996 plan. The Company  currently  estimates that its
share repurchases will total  approximately $750 million during 2002 and over $1
billion during 2003.

Financial Position

   The  Condensed  Consolidated  Balance  Sheet as of  September  30,  2002,  as
compared to the  Condensed  Consolidated  Balance Sheet as of December 31, 2001,
was  significantly  impacted by our Company's  consolidation of CCEAG.  Prior to
consolidation,  our  investment  in  CCEAG  was  recorded  as an  equity  method
investment.  Thus,  the $836 million  decrease in "Equity  method  investments -
other, principally bottling companies" was primarily driven by the consolidation
of CCEAG. Upon consolidation of CCEAG, the individual  balances were included in
the Company's  respective  balance sheet line items. The consolidation of CCEAG,
CCDA,  CBC and  Odwalla  was the main  reason for the  following  changes in the
Company's  balance sheet from December 31, 2001 to September 30, 2002:  (1) $301
million increase in "Trade accounts receivable";  (2) $1,234 million increase in
"Property,  Plant and Equipment";  (3) $945 million  increase in "Trademarks and
Other   Intangible   Assets";   and  (4)  $1,238  million   increase  in  "Other
liabilities."

   The  increase  in  "Cash  and  cash  equivalents"  was due  primarily  to the
accumulation of cash for the quarterly dividend payment and the consolidation of
CCEAG. The increase in "Accounts payable and accrued expenses" was primarily due
to dividends payable accrued as of September 30, 2002, which will be paid during
the  fourth  quarter  of 2002  and the  consolidation  of  CCEAG,  CCDA and CBC.
Additionally, the asset impairments recorded as a result of the adoption of SFAS
No. 142,  which was effective  January 1, 2002,  also impacted the September 30,
2002  Condensed  Consolidated  Balance  Sheet,  by reducing the balances in both
"Investments and Other Assets" and "Trademarks and Other Intangible Assets."

                                       36

<PAGE>


                        FINANCIAL CONDITION (Continued)


Financial Position (Continued)

   The $1,616 million  increase in the Company's  long-term debt was due to both
the  consolidation  of  CCEAG,  which  had  the  effect  of  increasing  debt by
approximately $890 million, of which approximately $810 million is classified as
long-term,  and the  issuance  during 2002 of $750  million of notes due June 1,
2005.  The proceeds of this $750 million  long-term  debt  issuance were used to
reduce current debt.

Exchange

   Our international  operations are subject to certain opportunities and risks,
including currency  fluctuations and government  actions. We closely monitor our
operations  in each country and seek to adopt  appropriate  strategies  that are
responsive to changing  economic and political  environments and to fluctuations
in foreign currencies.

   We use approximately 59 functional currencies.  Due to our global operations,
weaknesses in some of these  currencies are often offset by strengths in others.
The U.S. dollar was approximately 1 percent weaker in the third quarter of 2002,
compared to the third quarter of 2001, based on comparable weighted averages for
our  functional  currencies.  This does not  include  the effects of our hedging
activities and, therefore, does not reflect the actual impact of fluctuations in
exchange rates on our operating results. Our foreign currency management program
mitigates  over time a portion  of the  impact of  exchange  on net  income  and
earnings  per share.  The  effective  impact of exchange  to our  Company  after
considering   hedging   activities  was  a  reduction  to  operating  income  of
approximately  1 percent in the third quarter of 2002,  and of  approximately  3
percent for the first nine months of 2002, compared to the same periods in 2001.
The  effective  impact of  exchange  to our Company  after  considering  hedging
activities was a negative  impact of $0.01 on net income per share for the third
quarter of 2002, and a negative  impact of $0.06 on net income per share for the
first  nine  months of 2002,  compared  to the same  periods  in 2001.  Based on
currently available information, our Company expects this trend to continue, and
probably  worsen  somewhat,  during the fourth  quarter of 2002.  For 2003,  the
Company  expects  exchange to have a neutral or slightly  negative impact on its
operating results.

   The  Company  will  continue  to manage its  foreign  currency  exposures  to
mitigate  over time a  portion  of the  impact of  exchange  on net  income  and
earnings per share. Our Company conducts business in nearly 200 countries around
the world, and we manage foreign currency exposures through the portfolio effect
of the basket of functional currencies in which we do business.

                                       37

<PAGE>



                           FORWARD-LOOKING STATEMENTS

   Certain written and oral  statements made by our Company and  subsidiaries or
with  the  approval  of an  authorized  executive  officer  of our  Company  may
constitute "forward-looking  statements" as defined under the Private Securities
Litigation  Reform Act of 1995,  including  statements  made in this  report and
other filings with the Securities and Exchange Commission.  Generally, the words
"believe," "expect," "intend," "estimate,"  "anticipate,"  "project," "will" and
similar expressions identify forward-looking statements, which generally are not
historical in nature. All statements which address operating performance, events
or  developments  that we  expect  or  anticipate  will  occur in the  future --
including  statements relating to volume growth, share of sales and earnings per
share growth and statements  expressing  general optimism about future operating
results  --  are  forward-looking  statements.  Forward-looking  statements  are
subject to certain risks and  uncertainties  that could cause actual  results to
differ  materially  from our  Company's  historical  experience  and our present
expectations or projections.  As and when made,  management  believes that these
forward-looking statements are reasonable.  However, caution should be taken not
to place  undue  reliance  on any such  forward-looking  statements  since  such
statements  speak  only as of the date when  made.  The  Company  undertakes  no
obligation to publicly update or revise any forward-looking statements,  whether
as a result of new information, future events or otherwise.

   The following  are some of the factors that could cause our Company's  actual
results  to  differ  materially  from  the  expected  results  described  in  or
underlying our Company's forward-looking statements:

*  Foreign  currency rate  fluctuations,  interest rate  fluctuations  and other
   capital  market  conditions.  Most  of  our  exposures  to  capital  markets,
   including  foreign currency and interest rates, are managed on a consolidated
   basis,  which allows us to net certain exposures and, thus, take advantage of
   any natural offsets.  We use derivative  financial  instruments to reduce our
   net exposure to financial risks. There can be no assurance, however, that our
   financial  risk  management  program will be successful  in reducing  capital
   market exposures.

*  Changes in the nonalcoholic  beverages business  environment.  These include,
   without limitation, changes in consumer preferences,  competitive product and
   pricing  pressures and our ability to gain or maintain  share of sales in the
   global  market as a result of actions by  competitors.  Factors such as these
   could impact our earnings, share of sales and volume growth.

                                       38

<PAGE>



                     FORWARD-LOOKING STATEMENTS (Continued)

*  Adverse weather conditions, which could reduce demand for Company products.

*  Economic and  political  conditions,  especially  in  international  markets,
   including civil unrest,  governmental changes and restrictions on the ability
   to transfer capital across borders.  Without limiting the preceding sentence,
   the current  unstable  economic and political  conditions and civil unrest in
   the Middle East,  Northern  Africa and Brazil could have an adverse impact on
   our  Company's  business  results and  valuation of assets in those  regions.
   Moreover,  if the conflict between the U.S. and Iraq escalates,  our business
   results could be negatively impacted.

*  Our ability to generate  sufficient cash flows to support  capital  expansion
   plans, share repurchase programs and general operating activities.

*  Changes in laws and regulations,  including changes in accounting  standards,
   taxation  requirements  (including tax rate changes, new tax laws and revised
   tax law interpretations), competition laws and environmental laws in domestic
   or foreign jurisdictions.

*  The effectiveness of our advertising, marketing and promotional programs.

*  Fluctuations in the cost and availability of raw materials and the ability to
   maintain favorable supplier arrangements and relationships.

*  Our  ability to achieve  earnings  forecasts,  which are  generated  based on
   projected  volumes and sales of many  product  types,  some of which are more
   profitable  than others.  There can be no assurance  that we will achieve the
   projected level or mix of product sales.

*  Our ability to penetrate developing and emerging markets,  which also depends
   on economic and political conditions,  and how well we are able to acquire or
   form  strategic  business  alliances  with local  bottlers and make necessary
   infrastructure enhancements to production facilities,  distribution networks,
   sales  equipment  and  technology.   Moreover,  the  supply  of  products  in
   developing  markets must match the customers' demand for those products,  and
   due to product price and cultural  differences,  there can be no assurance of
   product acceptance in any particular market.

*  The  uncertainties  of litigation,  as well as other risks and  uncertainties
   detailed  from  time  to  time  in  our  Company's  Securities  and  Exchange
   Commission filings.

The foregoing list of important factors is not exclusive.

                                       39
<PAGE>

Item 3. Quantitative and Qualitative Disclosures
                About Market Risk

   We have no  material  changes to the  disclosure  on this  matter made in our
Annual Report on Form 10-K for the year ended December 31, 2001.


Item 4.  Controls and Procedures

   The Company maintains 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, and management
necessarily  was required to apply its judgement in evaluating the  cost-benefit
relationship  of  possible  controls  and  procedures.  Also,  the  Company  has
investments in certain unconsolidated  entities. As the Company does not control
or manage these entities, its disclosure controls and procedures with respect to
such entities are necessarily substantially more limited than those it maintains
with respect to its consolidated subsidiaries.

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

                                       40
<PAGE>


Part II.   Other Information

Item 1.      Legal Proceedings

   As reported in the  Company's  Annual  Report on Form 10-K for the year ended
December 31, 2001,  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 or about
September 5, 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.

   The  Company  believes it has  meritorious  legal and  factual  defenses  and
intends to defend the consolidated action vigorously.

   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.

                                       41

<PAGE>



Item 6. Exhibits and Reports on Form 8-K

        (a)     Exhibits:

                 3  -  By-Laws of the Company, as amended and restated through
                       October 17, 2002.

                10  -  1989 Restricted Stock Award Plan, as amended and
                       restated through March 1, 2002.

                12  -  Computation of Ratios of Earnings to Fixed Charges.


        (b) Reports on Form 8-K:

            During the third quarter of 2002, the Company filed a report on
            Form 8-K dated August 13, 2002.

            Item 9. Regulation FD Disclosure:

            (1)  Statements Under Oath of Principal Executive Officer and
                 Principal Financial Officer Regarding Facts and Circumstances
                 Relating to Exchange Act Filings.

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


                                       42

<PAGE>




                                   SIGNATURE

   Pursuant to the  requirements  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)


Date:  November 13, 2002        By: /s/  Connie D. McDaniel
                                ----------------------------
                                         Connie D. McDaniel
                                         Vice President and Controller
                                         (On behalf of the Registrant and
                                         as Chief Accounting Officer)








                                       43

<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 quarterly report on Form 10-Q of The Coca-Cola Company;

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

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

4.  The  registrant's  other  certifying  officers  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 we 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 quarterly 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
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly 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 officers 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 function):

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

                                       44
<PAGE>


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not 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:  November 12, 2002


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


                                     45
<PAGE>


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

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

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

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

4.  The  registrant's  other  certifying  officers  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 we 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 quarterly 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
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly 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 officers 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 function):

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

                                       46

<PAGE>


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not 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:  November 12, 2002


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






                                       47






<PAGE>



                                 Exhibit Index




Exhibit Number and Description


  (a)     Exhibits

          3 - By-Laws of the Company, as amended and restated through
                October 17, 2002.

          10 - 1989 Restricted  Stock Award Plan, as amended and restated
               through March 1, 2002.

          12 - Computation of Ratios of Earnings to Fixed Charges.

                                       48

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>koq930x3.txt
<DESCRIPTION>BY-LAWS, AS AMENDED OCTOBER 17, 2002
<TEXT>
                                                                    EXHIBIT 3

                                    BY-LAWS
                                       OF
                             THE COCA-COLA COMPANY


                AS AMENDED AND RESTATED THROUGH OCTOBER 17, 2002


                                   ARTICLE I

SHAREHOLDERS:

     Section 1. Place, Date and Time of Holding Annual Meetings. Annual meetings
of shareholders shall be held at such place, date and time as shall be
designated from time to time by the Board of Directors. In the absence of a
resolution adopted by the Board of Directors establishing such place, date and
time, the annual meeting shall be held at 1209 Orange Street, Wilmington,
Delaware, on the third Wednesday in April of each year at 9:00 A.M. (local
time).

     Section 2. Voting. Each outstanding share of common stock of the Company is
entitled to one vote on each matter submitted to a vote. Directors shall be
elected by plurality votes cast in the election for such directors. All other
action shall be authorized by a majority of the votes cast unless a greater vote
is required by the laws of Delaware. A shareholder may vote in person or by
proxy authorized by an instrument in writing or by a transmission permitted by
law filed in accordance with the procedures established for the meeting. Any
copy, facsimile telecommunication or other reliable reproduction of the writing
or transmission created pursuant to this section may be substituted or used in
lieu of the original writing or the transmission that could be used, provided
that such copy, facsimile telecommunication or other reproduction shall be a
complete reproduction of the entire original writing or transmission.

     Section 3. Quorum. The holders of a majority of the issued and outstanding
shares of the common stock of the Company, present in person or represented by
proxy, shall constitute a quorum at all meetings of shareholders.

     Section 4. Adjournment of Meetings. In the absence of a quorum or for any
other reason, the chairman of the meeting may adjourn the meeting from time to
time. If the adjournment is not for more than thirty days, the adjourned meeting
may be held without notice other than an announcement at the meeting. If the
adjournment is for more than thirty days, or if a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at such

<PAGE>

meeting. At any such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting
originally called.

     Section 5. Special Meetings. Special meetings of the shareholders for any
purpose or purposes may be called by the Board of Directors, the Chairman of the
Board of Directors or the President. Special meetings shall be held at the
place, date and time fixed by the Secretary.

     Section 6. Notice of Shareholders Meeting. Written notice, stating the
place, date, hour and purpose of the annual or special meeting shall be given by
the Secretary not less than ten nor more than sixty days before the date of the
meeting to each shareholder entitled to vote at such meeting.

     Section 7. Organization. The Chairman of the Board of Directors shall
preside at all meetings of shareholders. In the absence of, or in case of a
vacancy in the office of, the Chairman of the Board of Directors, the President,
or in his absence or in the event that the Board of Directors has not selected a
President, any Senior Executive Vice President, Executive Vice President, Senior
Vice President or Vice President in order of seniority as specified in this
sentence, and, within each classification of office in order of seniority in
time in that office, shall preside. The Secretary of the Company shall act as
secretary at all meetings of the shareholders and in the Secretary's absence,
the chairman of the meeting may appoint a secretary.

     The Board of Directors of the Company shall be entitled to make such rules
or regulations for the conduct of meetings of shareholders as it shall deem
necessary, appropriate or convenient. Subject to such rules and regulations of
the Board of Directors, if any, the chairman of the meeting shall have the right
and the authority to prescribe such rules, regulations and procedures and to do
all such acts as, in the judgment of such chairman, are necessary, appropriate
or convenient for the proper conduct of the meeting, including, without
limitation, establishing (i) an agenda or order of business for the meeting,
(ii) rules and procedures for maintaining order at the meeting and the safety of
those present, (iii) limitations on participation in such meetings to
shareholders of record of the Company and their duly authorized and constituted
proxies, and such other persons as the chairman of the meeting shall permit,
(iv) restrictions on entries to the meeting after the time affixed for the
commencement thereof, (v) limitations on the time allotted to the questions or
comments by participants and (vi) regulation of the opening and closing of the
polls for balloting and matters which are to be voted on by ballot. Unless and
to the extent determined by the Board of Directors or the chairman of the
meeting, meetings of shareholders shall not be required to be held in accordance
with rules of parliamentary procedure.

     Section 8. Inspectors of Election. All votes by ballot at any meeting of
shareholders shall be conducted by such number of inspectors of election as are
appointed

                                       2
<PAGE>

for that purpose by either the Board of Directors or by the chairman of the
meeting. The inspectors of election shall decide upon the qualifications of
voters, count the votes and declare the results.

     Section 9. Record Date. The Board of Directors, in order to determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, shall fix in advance a record date which shall not be
more than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action and in such case only such
shareholders as shall be shareholders of record on the date so fixed, shall be
entitled to such notice of or to vote at such meeting or any adjournment
thereof, or entitled to express consent to such corporate action in writing
without a meeting, or be entitled to receive payment of any such dividend or
other distribution or allotment of any rights or be entitled to exercise any
such rights in respect of stock or to take any such other lawful action, as the
case may be, notwithstanding any transfer of any stock on the books of the
Company after any such record date fixed as aforesaid.

     Section 10. Notice of Shareholder Proposals. At any annual or special
meeting of shareholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual or special meeting, business must be: (A) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (B) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (C) otherwise properly brought before
the meeting by a shareholder. In order for business to be properly brought
before an annual meeting by a shareholder, the shareholder must have given
timely notice thereof in writing to the Secretary of the Company and such
proposal must be a proper matter for shareholder action under the General
Corporation Law of the State of Delaware. To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Company not later than the close of business on the one hundred twentieth
(120th) calendar day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event no annual meeting was held
in the previous year or the date of the annual meeting has been changed by more
than thirty (30) days notice by the shareholder to be timely must be so received
not later than the close of business on the later of one hundred twenty (120)
calendar days in advance of such annual meeting or ten (10) calendar days
following the date on which public announcement of the date of the meeting is
first made. A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii)

                                       3
<PAGE>

the name and address, as they appear on the Company's books, of the shareholder
proposing such business, (iii) the class and number of shares of the Company
which are beneficially owned by the shareholder, (iv) any material interest of
the shareholder in such business, and (v) any other information that is
required to be provided by the shareholder pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his
capacity as a proponent to a shareholder proposal. Notwithstanding the
foregoing, in order to include information with respect to a shareholder
proposal in the proxy statement and form of proxy for a shareholders' meeting,
shareholders must provide notice as required by the regulations promulgated
under the 1934 Act. Notwithstanding anything in these By-Laws to the contrary,
no business shall be conducted at any annual meeting except in accordance with
the procedures set forth in this Section 10. The chairman of the meeting shall,
if the facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this Section 10, and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.

     Section 11. Election of Directors. Only persons who are nominated in
accordance with the procedures set forth in this Section 11 shall be eligible
for election as directors. Nominations of persons for election to the Board of
Directors of the Company may be made (i) at an annual or special meeting of
shareholders by or at the direction of the Board of Directors or (ii) at an
annual meeting by any shareholder of the Company entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 11. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Company in accordance with the provisions of
Section 10. Such shareholder's notice shall set forth (i) as to each person, if
any, whom the shareholder proposes to nominate for election or re-election as a
director: (A) the name, age, business address and residence address of such
person, (B) the principal occupation or employment of such person, (C) the class
and number of shares of the Company which are beneficially owned by such person,
(D) a description of all arrangements or understandings between the shareholder
and each nominee or any other person or persons (naming such person or persons)
pursuant to which the nominations are to be made by the shareholder, and (E) any
other information relating to such person that is required to be disclosed in
solicitations of proxies for elections of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the 1934 Act (including, without
limitation, such person's written consent to being named in the proxy statement,
if any, as a nominee and to serving as a director if elected); and (ii) as to
such shareholder giving notice, the information required to be provided pursuant
to Section 10. At the request of the Board of Directors, any person nominated by
a shareholder for election as a director shall furnish to the Secretary of the
Company that information required to be set forth in the shareholder's notice of
nomination which pertains to the nominee. No person shall be

                                       4

<PAGE>

eligible for election as a director of the Company unless nominated in
accordance with the procedures set forth in this Section 11. The chairman of the
meeting shall, if the facts warrant, determine and declare at the meeting that
nomination was not made in accordance with the procedures prescribed by these
By-Laws, and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.

                                   ARTICLE II

DIRECTORS:

     Section 1. Number and Term and Classes of Directors. The whole Board of
Directors shall consist of not less than ten (10) nor more than twenty (20)
members, the exact number to be set from time to time by the Board of Directors.
No decrease in the number of directors shall shorten the term of any incumbent
director. In absence of the Board of Directors setting the number of directors,
the number shall be 20. The Board of Directors shall be divided into three
classes of as nearly equal size as practicable. The term of office of the
members of each class shall expire at the third annual meeting of shareholders
following the election of such members, and at each annual meeting of
shareholders, directors shall be chosen for a term of three years to succeed
those whose terms expire; provided, whenever classes are or, after the next
annual meeting of shareholders, will be uneven, the shareholders, for the sole
purpose of making the number of members in such class as equal as practicable,
may elect one or more members of such class for less than 3 years.

     Section 2. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times as the Board of Directors may determine from time to
time.

     Section 3. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board of Directors, the Secretary or by a
majority of the directors by written request to the Secretary.

     Section 4. Notice of Meetings. The Secretary shall give notice of all
meetings of the Board of Directors by mailing the notice at least three days
before each meeting or by telegraphing or telephoning the directors not later
than one day before the meeting. The notice shall state the time, date and place
of the meeting, which shall be determined by the Chairman of the Board of
Directors, or, in absence of the Chairman, by the Secretary of the Company,
unless otherwise determined by the Board of Directors.

     Section 5. Quorum and Voting. A majority of the directors holding office
shall constitute a quorum for the transaction of business. Except as otherwise
specifically required by Delaware law or by the Certificate of Incorporation of
the Company or by these By-Laws, any action required to be taken shall be
authorized by a majority of the directors present at any meeting at which a
quorum is present.

                                       5
<PAGE>

     Section 6. General Powers of Directors. The business and affairs of the
Company shall be managed under the direction of the Board of Directors.

     Section 7. Chairman. At all meetings of the Board of Directors, the
Chairman of the Board of Directors shall preside and in the absence of, or in
the case of a vacancy in the office of, the Chairman of the Board of Directors,
a chairman selected by the Chairman of the Board of Directors or, if he fails to
do so, by the directors, shall preside.

     Section 8. Compensation of Directors. Directors and members of any
committee of the Board of Directors shall be entitled to such reasonable
compensation and fees for their services as shall be fixed from time to time by
resolution of the Board of Directors and shall also be entitled to reimbursement
for any reasonable expenses incurred in attending meetings of the Board of
Directors and any committee thereof, except that a Director who is an officer or
employee of the Company shall receive no compensation or fees for serving as a
Director or a committee member.

     Section 9. Qualification of Directors. Each person who shall attain the age
of 74 shall not thereafter be eligible for nomination or renomination as a
member of the Board of Directors.

     Any director who was elected or reelected because he or she was an officer
of the Company at the time of that election or the most recent reelection shall
resign as a member of the Board of Directors simultaneously when he or she
ceases to be an officer of the Company.

                                  ARTICLE III

COMMITTEES OF THE BOARD OF DIRECTORS:

     Section 1. Committees of the Board of Directors. The Board of Directors
shall designate an Audit Committee, a Compensation Committee and a Committee on
Directors and Corporate Governance, and whatever other committees the Board of
Directors deems advisable, each of which shall have and may exercise the powers
and authority of the Board of Directors to the extent provided in the charters
of each committee adopted by the Board of Directors in one or more resolutions.

     The Chairman of the Board shall have the power and authority of a committee
of the Board of Directors for purposes of taking any action which the Chairman
of the Board is authorized to take under the provisions of this Article.

     Section 2. Election of Committee Members. The members of each committee
shall be elected by the Board of Directors and shall serve until the first
meeting of the Board of Directors after the annual meeting of shareholders and
until their successors are elected and qualified or until the members' earlier
resignation or removal. The Board of

                                       6
<PAGE>

Directors may designate the Chairman and Vice Chairman of each committee.
Vacancies may be filled by the Board of Directors at any meeting.

     The Chairman of the Board may designate one or more directors to serve as
an alternate member or members at any committee meeting to replace any absent or
disqualified member, such alternate or alternates to serve for that committee
meeting only, and the Chairman of the Board may designate a committee member as
acting chairman of that committee, in the absence of the elected committee
chairman, to serve for that committee meeting only.

     Section 3. Procedure/Quorum/Notice. The Committee Chairman, Vice Chairman
or a majority of any committee may call a meeting of that committee. A quorum of
any committee shall consist of a majority of its members unless otherwise
provided by resolution of the Board of Directors. The majority vote of a quorum
shall be required for the transaction of business. The secretary of the
committee or the chairman of the committee shall give notice of all meetings of
the committee by mailing the notice to the members of the committee at least
three days before each meeting or by telegraphing or telephoning the members not
later than one day before the meeting. The notice shall state the time, date and
place of the meeting. Each committee shall fix its other rules of procedure.

                                   ARTICLE IV

NOTICE AND WAIVER OF NOTICE:

     Section 1. Notice. Any notice required to be given to shareholders or
directors under these By-Laws, the Certificate of Incorporation or by law may be
given by mailing the same, addressed to the person entitled thereto, at such
person's last known post office address and such notice shall be deemed to be
given at the time of such mailing.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under these By-Laws, the Certificate of Incorporation or by law, a waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of any regular or special meeting of the shareholders, directors
or a committee of directors need be specified in any written waiver of notice.

                                       7
<PAGE>

                                   ARTICLE V

OFFICERS:

     Section 1. Officers of the Company. The officers of the Company shall be
selected by the Board of Directors and shall be a Chairman of the Board of
Directors, one or more Vice Presidents, a Secretary and a Treasurer. The Board
of Directors may elect a Vice Chairman, President and a Controller and one or
more of the following: Senior Executive Vice President, Executive Vice
President, Senior Vice President, Assistant Vice President, Assistant Secretary,
Associate Treasurer, Assistant Treasurer, Associate Controller and Assistant
Controller. Two or more offices may be held by the same person.

     The Company may have a General Counsel who shall be appointed by the Board
of Directors and shall have general supervision of all matters of a legal nature
concerning the Company, unless the Board of Directors has also appointed a
General Tax Counsel, in which event the General Tax Counsel shall have general
supervision of all tax matters of a legal nature concerning the Company.

     The Company may have a Chief Financial Officer who shall be appointed by
the Board of Directors and shall have general supervision over the financial
affairs of the Company. The Company may also have a Chief of Internal Audits who
shall be appointed by the Board of Directors.

     Section 2. Election of Officers. At the first meeting of the Board of
Directors after each annual meeting of shareholders, the Board of Directors
shall elect the officers. From time to time the Board of Directors may elect
other officers.

     Section 3. Tenure of Office; Removal. Each officer shall hold office until
the first meeting of the Board of Directors after the annual meeting of
shareholders following the officer's election and until the officer's successor
is elected and qualified or until the officer's earlier resignation or removal.
Each officer shall be subject to removal at any time, with or without cause, by
the affirmative vote of a majority of the entire Board of Directors.

     Section 4. Chairman of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Company and subject to the
overall direction and supervision of the Board of Directors and Committees
thereof shall be in general charge of the affairs of the Company; and shall
consult and advise with the Board of Directors and committees thereof on the
business and the affairs of the Company. The Chairman of the Board of Directors
shall have the power to make and execute contracts on behalf of the Company and
to delegate such power to others.

                                       8
<PAGE>

     Section 5. President. The Board of Directors may select a President who
shall have such powers and perform such duties as may be assigned by the Board
of Directors or by the Chairman of the Board of Directors. In the absence or
disability of the President his or her duties shall be performed by such Vice
Presidents as the Chairman of the Board of Directors or the Board of Directors
may designate. The President shall also have the power to make and execute
contracts on the Company's behalf and to delegate such power to others.


     Section 6. Vice Presidents. Each Senior Executive Vice President, Executive
Vice President, Senior Vice President and Vice President shall have such powers
and perform such duties as may be assigned to the Officer by the Board of
Directors or by the Chairman of the Board of Directors or the President.

     Section 7. Secretary. The Secretary shall keep minutes of all meetings of
the shareholders and of the Board of Directors, and shall keep, or cause to be
kept, minutes of all meetings of Committees of the Board of Directors, except
where such responsibility is otherwise fixed by the Board of Directors. The
Secretary shall issue all notices for meetings of the shareholders and Board of
Directors and shall have charge of and keep the seal of the Company and shall
affix the seal attested by the Secretary's signature to such instruments as may
properly require same. The Secretary shall cause to be kept such books and
records as the Board of Directors, the Chairman of the Board of Directors or the
President may require; and shall cause to be prepared, recorded, transferred,
issued, sealed and cancelled certificates of stock as required by the
transactions of the Company and its shareholders. The Secretary shall attend to
such correspondence and such other duties as may be incident to the office of
the Secretary or assigned by the Board of Directors, the Chairman of the Board
of Directors, or the President.

     In the absence of the Secretary, an Assistant Secretary is authorized to
assume the duties herein imposed upon the Secretary.

     Section 8. Treasurer. The Treasurer shall perform all duties and acts
incident to the position of Treasurer, shall have custody of the Company funds
and securities, and shall deposit all money and other valuable effects in the
name and to the credit of the Company in such depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of the Company
as may be authorized, taking proper vouchers for such disbursements, and shall
render to the Board of Directors, whenever required, an account of all the
transactions of the Treasurer and of the financial condition of the Company. The
Treasurer shall vote all of the stock owned by the Company in any corporation
and may delegate this power to others. The Treasurer shall perform such other
duties as may be assigned to the Treasurer and shall report to the Chief
Financial Officer or, in the absence of the Chief Financial Officer, to the
Chairman of the Board of Directors.

                                       9
<PAGE>

    In the absence of the Treasurer, an Assistant Treasurer is authorized to
assume the duties herein imposed upon the Treasurer.

     Section 9. Controller. The Board of Directors may select a Controller who
shall keep or cause to be kept in the books of the Company provided for that
purpose a true account of all transactions and of the assets and liabilities of
the Company. The Controller shall prepare and submit to the Chief Financial
Officer or, in the absence of the Chief Financial Officer to the Chairman of the
Board of Directors, such financial statements and schedules as may be required
to keep the Chief Financial Officer and the Chairman of the Board of Directors
currently informed of the operations and financial condition of the Company, and
perform such other duties as may be assigned by the Chief Financial Officer or
the Chairman of the Board.

     In the absence of the Controller, an Assistant Controller is authorized to
assume the duties herein imposed upon the Controller.

     Section 10. Chief of Internal Audits. The Board of Directors may select a
Chief of Internal Audits, who shall cause to be performed, and have general
supervision over, auditing activities of the financial transactions of the
Company, including the coordination of such auditing activities with the
independent accountants of the Company and who shall perform such other duties
as may be assigned to him from time to time. The Chief of Internal Audits shall
report to the Chief Financial Officer or, in the absence of the Chief Financial
Officer, to the Chairman of the Board of Directors. From time to time at the
request of the Audit Committee, the Chief of Internal Audits shall inform that
Committee of the auditing activities of the Company.

     Section 11. Assistant Vice Presidents. The Company may have assistant vice
presidents who shall be appointed by a committee whose membership shall include
one or more executive officers of the Company (the "Committee"). Each such
assistant vice president shall have such powers and shall perform such duties as
may be assigned from time to time by the Committee, the Chairman of the Board of
Directors, the President or any Vice President, and which are not inconsistent
with the powers and duties granted and assigned by these By-Laws or the Board of
Directors. Assistant vice presidents appointed by the Committee shall be subject
to removal at any time, with or without cause, by the Committee. Annually the
Committee shall report to the Board of Directors who it has appointed to serve
as assistant vice presidents and their respective responsibilities.

                                       10
<PAGE>

                                  ARTICLE VI

RESIGNATIONS: FILLING OF VACANCIES:

     Section 1. Resignations. Any director, member of a committee, or officer
may resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein, and, if no time be specified, at the time
of its receipt by the Chairman of the Board of Directors or the Secretary. The
acceptance of a resignation shall not be necessary to make it effective.

     Section 2. Filling of Vacancies. If the office of any director becomes
vacant, the directors in office, although less than a quorum, or, if the number
of directors is increased, the directors in office, may elect any qualified
person to fill such vacancy. In the case of a vacancy in the office of a
director caused by an increase in the number of directors, the person so elected
shall hold office until the next annual meeting of shareholders, or until his
successor shall be elected and qualified. In the case of a vacancy in the office
of a director resulting otherwise than from an increase in the number of
directors, the person so elected to fill such vacancy shall hold office for the
unexpired term of the director whose office became vacant. If the office of any
officer becomes vacant, the Chairman of the Board of Directors may appoint any
qualified person to fill such vacancy temporarily until the Board of Directors
elects any qualified person for the unexpired portion of the term. Such person
shall hold office for the unexpired term and until the officer's successor shall
be duly elected and qualified or until the officer's earlier resignation or
removal.

                                       11
<PAGE>

                                  ARTICLE VII

INDEMNIFICATION:

     Section 1. Indemnification of Directors and Officers; Insurance. The
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Company) by reason of the fact that he is or was a
director, officer, employee, or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the Company,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the Company, and with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

     The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company, as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Company
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     To the extent that a director, officer, employee or agent of the Company
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the first two paragraphs of this Section or in defense
of any claim, issue or matter

                                       12
<PAGE>

therein, he shall be indemnified against expenses (including attorneys'fees)
actually and reasonably incurred by him in connection therewith.

     Any indemnification under the first two paragraphs of this Section (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because the applicable
standard of conduct set forth in the first two paragraphs of this Section has
been met. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceedings, or (2) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the shareholders.

     Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the Company as
authorized by this Section.

     The indemnification and advancement of expenses provided by or granted
pursuant to this Section shall not be deemed exclusive of any other rights to
which those indemnified or those who receive advances may be entitled under any
By-Law, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     The Company shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of this Section.

     The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                                       13
<PAGE>

                                  ARTICLE VIII

CAPITAL STOCK:

     Section 1. Form and Execution of Certificates. The certificates of shares
of the capital stock of the Company shall be in such form as shall be approved
by the Board of Directors. The certificates shall be signed by the Chairman of
the Board of Directors or the President, or a Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Each certificate of stock shall certify the number of shares owned by the
shareholder in the Company.

     A facsimile of the seal of the Company may be used in connection with the
certificates of stock of the Company, and facsimile signatures of the officers
named in this Section may be used in connection with said certificates. In the
event any officer whose facsimile signature has been placed upon a certificate
shall cease to be such officer before the certificate is issued, the certificate
may be issued with the same effect as if such person was an officer at the date
of issue.

     Section 2. Record Ownerships. All certificates shall be numbered
appropriately and the names of the owners, the number of shares and the date of
issue shall be entered in the books of the Company. The Company shall be
entitled to treat the holder of record of any share of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any equitable or
other claim to or interest in any share on the part of any other person, whether
or not it shall have express or other notice thereof, except as required by the
laws of Delaware.

     Section 3. Transfer of Shares. Upon surrender to the Company or to a
transfer agent of the Company of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, it shall be the duty of the Company, if it is satisfied that all
provisions of law regarding transfers of shares have been duly complied with, to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

     Section 4. Lost, Stolen or Destroyed Stock Certificates. Any person
claiming a stock certificate in lieu of one lost, stolen or destroyed shall give
the Company an affidavit as to such person's ownership of the certificate and of
the facts which go to prove that it was lost, stolen or destroyed. The person
shall also, if required by the Board of Directors, give the Company a bond,
sufficient to indemnify the Company against any claims that may be made against
it on account of the alleged loss, theft or destruction of any such certificate
or the issuance of such new certificate. Any Vice President or the Secretary or
any Assistant Secretary of the Company is authorized to issue such duplicate
certificates or to authorize any of the transfer agents and registrars to issue
and register such duplicate certificates.

                                       14
<PAGE>

     Section 5. Regulations. The Board of Directors from time to time may make
such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of shares.

     Section 6. Transfer Agent and Registrar. The Board of Directors may appoint
such transfer agents and registrars of transfers as may be deemed necessary, and
may require all stock certificates to bear the signature of either or both.

                                   ARTICLE IX

SEAL:

     Section 1. Seal. The Board of Directors shall provide a suitable seal
containing the name of the Company, the year of its creation, and the words,
"CORPORATE SEAL, DELAWARE," or other appropriate words. The Secretary shall have
custody of the seal.

                                   ARTICLE X

FISCAL YEAR:

     Section 1. Fiscal Year. The fiscal year of the Company shall be the
calendar year.

                                   ARTICLE XI

AMENDMENTS:

     Section 1. Directors may Amend By-Laws. The Board of Directors shall have
the power to make, amend and repeal the By-Laws of the Company at any regular or
special meeting of the Board of Directors.

     Section 2. By-Laws Subject to Amendment by Shareholders. All By-Laws shall
be subject to amendment, alteration, or repeal by the shareholders entitled to
vote at any annual meeting or at any special meeting.

                                  ARTICLE XII

EMERGENCY BY-LAWS:

     Section 1. Emergency By-Laws. This Article XII shall be operative during
any emergency resulting from an attack on the United States or on a locality in
which the Company conducts its business or customarily holds meetings of its
Board of Directors or its stockholders, or during any nuclear or atomic disaster
or during the existence of any catastrophe or other similar emergency condition,
as a result of which a quorum of the Board of Directors or, if one has been
constituted, the Executive Committee thereof cannot be readily convened (an
"emergency"), notwithstanding any different or

                                       15
<PAGE>

conflicting provision in the preceding Articles of these By-Laws or in the
Certificate of Incorporation of the Company. To the extent not inconsistent with
the provisions of this Article, the By-Laws provided in the preceding Articles
and the provisions of the Certificate of Incorporation of the Company shall
remain in effect during such emergency, and upon termination of such emergency,
the provisions of this Article XII shall cease to be operative.

     Section 2. Meetings. During any emergency, a meeting of the Board of
Directors, or any committee thereof, may be called by any officer or director of
the Company. Notice of the time and place of the meeting shall be given by any
available means of communication by the person calling the meeting to such of
the directors and/or Designated Officers, as defined in Section 3 hereof, as it
may be feasible to reach. Such notice shall be given at such time in advance of
the meeting as, in the judgment of the person calling the meeting, circumstances
permit.

     Section 3. Quorum. At any meeting of the Board of Directors, or any
committee thereof, called in accordance with Section 2 of this Article XII, the
presence or participation of two directors, one director and a Designated
Officer or two Designated Officers shall constitute a quorum for the transaction
of business.

     The Board of Directors or the committees thereof, as the case may be,
shall, from time to time but in any event prior to such time or times as an
emergency may have occurred, designate the officers of the Company in a numbered
list (the "Designated Officers") who shall be deemed, in the order in which they
appear on such list, directors of the Company for purposes of obtaining a quorum
during an emergency, if a quorum of directors cannot otherwise be obtained.

     Section 4. By-Laws. At any meeting called in accordance with Section 2 of
this Article XII, the Board of Directors or the committees thereof, as the case
may be, may modify, amend or add to the provisions of this Article XII so as to
make any provision that may be practical or necessary for the circumstances of
the emergency.

     Section 5. Liability. No officer, director or employee of the Company
acting in accordance with the provisions of this Article XII shall be liable
except for willful misconduct.

     Section 6. Repeal or Change. The provisions of this Article XII shall be
subject to repeal or change by further action of the Board of Directors or by
action of the shareholders, but no such repeal or change shall modify the
provisions of Section 5 of this Article XII with regard to action taken prior to
the time of such repeal or change.

                                       16
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>koq930x10.txt
<DESCRIPTION>RESTRICTED STOCK AWARD PLAN, AS AMENDED MARCH 1, 2002
<TEXT>
                             THE COCA-COLA COMPANY

                        1989 RESTRICTED STOCK AWARD PLAN
                     (As Amended through February 21, 2002)

Section 1.  Purpose

     The  purpose  of the 1989  Restricted  Stock  Award  Plan of The  Coca-Cola
Company (the "Plan") is to advance the  interest of The  Coca-Cola  Company (the
"Company")  and its  Related  Companies  (as  defined in  Section 4 hereof),  by
encouraging and enabling the acquisition of a financial  interest in the Company
by officers  and other key  employees  through  grants of  restricted  shares of
Company Common Stock (the "Awards", or singly, an "Award"). The Plan is intended
to aid the Company and its  Related  Companies  in  retaining  officers  and key
employees,  to stimulate the efforts of such  employees and to strengthen  their
desire to remain in the employ of the  Company  and its  Related  Companies.  In
addition,  the Plan may also aid in  attracting  officers and key  employees who
will become  eligible to  participate  in the Plan after a reasonable  period of
employment by the Company or its Related Companies.


Section 2.  Administration

     The Plan shall be administered by a committee (the  "Committee")  appointed
by the Board of  Directors of the Company (the  "Board") or in  accordance  with
Section 7, Article III of the By-Laws of the Company (as amended through October
17,  1996) from among its members and shall be  comprised of not less than three
(3)  members of the Board.  Unless and until its members  are not  qualified  to
serve on the Committee  pursuant to the provisions of the Plan, the Compensation
Committee  shall be members of the Board who are not eligible to  participate in
the Plan for at least one year  prior to the time  they  become  members  of the
Committee.  Eligibility  requirements  for members of the Committee shall comply
with Rule 16b-3 promulgated  pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or any successor rule or regulation.  The Committee
shall  determine  the officers and key  employees of the Company and its Related
Companies (including  officers,  whether or not they are directors) to whom, and
the time or times at which,  Awards will be granted,  the number of shares to be
awarded, the time or times within which the Awards may be subject to forfeiture,
and all other  conditions of the Award. The provisions of the Awards need not be
the same with respect to each recipient.

     The  Committee is  authorized,  subject to the  provisions  of the Plan, to
establish such rules and  regulations as it deems necessary or advisable for the
proper  administration  of the Plan and to take such other action in  connection
with or in relation to the Plan as it deems necessary or advisable.  Each action
made or taken pursuant to the Plan, including interpretation of the Plan and the
Awards granted hereunder by the Committee, shall be final and conclusive for all
purposes and upon all persons,  including,  without limitation,  the Company and
its Related Companies,  the Committee,  the Board, the Officers and the


<PAGE>


affected employees of the Company and/or its Related Companies and their
respective successors in interest.

Section 3.  Stock

     The stock to be issued under the Plan pursuant to Awards shall be shares of
Common Stock,  $.25 par value, of the Company (the "Stock").  The Stock shall be
made available  from treasury or authorized and unissued  shares of Common Stock
of the Company.  The total number of shares of Stock that may be issued pursuant
to  Awards  under the Plan,  including  those  already  issued,  may not  exceed
40,000,000  shares  (subject to adjustment in accordance  with Section 8), which
number  represents  the  number of  shares  originally  authorized  in the Plan,
adjusted for 2-for-1 stock splits which occurred on May 1, 1990, May 1, 1992 and
May 1, 1996, less the number of shares already issued pursuant to the Plan as of
October 1, 1996.  Shares of Stock  previously  granted  pursuant to Awards,  but
which are forfeited  pursuant to Section 5, below, shall be available for future
Awards.

Section 4.  Eligibility

     Awards may be granted to officers and key  employees of the Company and its
Related  Companies who have been employed by the Company or a Related  [Company]
(but only if the Related  Company is one in which the Company  owns on the grant
date,  directly  or  indirectly,  either (i) 50% or more of the voting  stock or
capital where such entity is not publicly held, or (ii) an interest which causes
the Related  Company's  financial  results to be consolidated with the Company's
financial results for financial  reporting  purposes) for a reasonable period of
time  determined by the  Committee.  The term "Related  Company"  shall mean any
corporation or other business  organization in which the Company owns,  directly
or  indirectly,  20  percent  or more of the  voting  stock  or  capital  at the
applicable  time. No employee shall acquire pursuant to Awards granted under the
Plan more than twenty (20)  percent of the  aggregate  number of shares of Stock
issuable pursuant to Awards under the Plan.

Section 5.  Awards

     Except as otherwise  specifically provided in the grant of an Award, Awards
shall be granted  solely for  services  rendered  to the  Company or any Related
Company by the  employee  prior to the date of the grant and shall be subject to
the following terms and conditions:

     (a) The Stock  subject to an Award shall be forfeited to the Company if the
employment of the employee by the Company or Related Company  terminates for any
reason  (including,  but not limited to,  termination  by the  Company,  with or
without cause) other than death, "Retirement",  as hereinafter defined, provided
that such Retirement occurs at least five (5) years from the date of grant of an
Award  and also  provided  that the  employee  has  attained  the age of 62,  or
disability  (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of  1986,  as  amended),  prior to a  "Change  in  Control"  of the  Company  as
hereinafter  defined.  "Retirement",  as used herein,  shall mean an  employee's

                                       2
<PAGE>

voluntarily  leaving  the employ of the  Company or a Related  Company on a date
which is on or after the earliest date on which such employee  would be eligible
for an immediately  payable benefit pursuant to (i) for those employees eligible
for  participation in the Company's  Supplemental  Retirement Plan, the terms of
that  Plan  and  (ii)  for all  other  employees,  the  terms  of the  Employees
Retirement Plan (the "ERP") assuming such employees were eligible to participate
in the ERP.

     (b) If at any time the  recipient  Retires on a date which is at least five
(5)  years  from the date of grant of an Award and on or after the date on which
the employee has  attained  the age of 62, dies or becomes  disabled,  or in the
event of a "Change in Control" of the Company, as hereinafter defined,  prior to
such Retirement, death or disability, such recipient shall be entitled to retain
the number of shares  subject to the Award.  A "Change in Control"  shall mean a
change in control of a nature  that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation  14A  promulgated  under the Exchange
Act as in effect on November  15, 1988,  provided  that such a change in control
shall be deemed to have  occurred at such time as (i) any "person" (as that term
is used in Sections  13(d) and 14(d)(2) of the Exchange  Act), is or becomes the
beneficial  owner (as defined in Rule 13d-3 under the Exchange  Act) directly or
indirectly,  of securities representing 20% or more of the combined voting power
for election of directors of the then  outstanding  securities of the Company or
any successor of the Company; (ii) during any period of two consecutive years or
less,  individuals who at the beginning of such period  constituted the Board of
Directors  of the  Company  cease,  for any  reason,  to  constitute  at least a
majority  of the Board of  Directors,  unless the  election  or  nomination  for
election of each new director was approved by a vote of at least  two-thirds  of
the  directors  then still in office who were  directors at the beginning of the
period;   (iii)  the   shareholders   of  the  Company  approve  any  merger  or
consolidation as a result of which the Common Stock shall be changed,  converted
or exchanged (other than a merger with a wholly-owned subsidiary of the Company)
or any  liquidation  of the Company or any sale or other  disposition  of 50% or
more of the assets or earning power of the Company;  or (iv) the shareholders of
the Company approve any merger or  consolidation to which the Company is a party
as a  result  of  which  the  persons  who  were  shareholders  of  the  Company
immediately  prior to the effective  date of the merger or  consolidation  shall
have  beneficial  ownership  of less than 50% of the  combined  voting power for
election of directors of the surviving  corporation following the effective date
of such merger or consolidation;  provided,  however,  that no Change in Control
shall be deemed to have  occurred  if, prior to such time as a Change in Control
would  otherwise be deemed to have occurred,  the Board of Directors  determines
otherwise.

     (c) Awards may contain such other  provisions,  not  inconsistent  with the
provisions of the Plan, as the Committee shall determine  appropriate  from time
to time.

                                       3
<PAGE>

     (d) Performance-Based Awards.

          1. The  Restricted  Stock  Subcommittee  of the Board  which  shall be
comprised of two or more outside  directors  meeting the requirements of Section
162(m)  of the  Internal  Revenue  Code of 1986,  as  amended  (the  "Code")(the
"Subcommittee")  may  select  from time to time,  in its  discretion,  executive
officers,  senior  vice-presidents  and other key  executives  of the Company to
receive  awards of  restricted  stock  under the Plan,  in such  amounts  as the
Subcommittee  may, in its  discretion,  determine  (subject  to any  limitations
provided  in the  Plan),  the  release  of which  will be  conditioned  upon the
attainment of certain performance  targets  ("Performance-Based  Awards").  With
respect to  individuals  residing in countries  other than in the United States,
the Subcommittee may authorize  alternatives that deliver substantially the same
value, including, but not limited to, promises of future restricted stock awards
provided that the grant and subsequent  release is contingent upon attainment of
certain performance targets under this section.

          2. At the time of each grant,  the  Subcommittee  shall  determine the
performance  targets and the Measurement  Period (as defined below) that will be
applied with respect to such grant.  Grants of  Performance-Based  Awards may be
made, and the performance  targets applicable to such  Performance-Based  Awards
may be defined and  determined,  by the  Subcommittee  no later than ninety days
after the  commencement of the  Measurement  Period.  The  performance  criteria
applicable  to  Performance-Based  Awards  will be one or more of the  following
criteria:

                (i)     average annual growth in earnings per share;
                (ii)    increase in share-owner value;
                (iii)   earnings per share;
                (iv)    net income;
                (v)     return on assets;
                (vi)    return on share-owners' equity;
                (vii)   increase in cash flow;
                (viii)  operating profit or operating margins;
                (ix)    revenue growth of the Company;
                (x)     operating expenses; and
                (xi)    quality as determined by the Company's Quality Index.


The  Measurement  Period  will be a  period  of  years,  determined  by the
Subcommittee in its discretion, commencing on January 1 of the first year of the
Measurement Period and ending on December 31 of the last year of the Measurement
Period. The Measurement Period will be subject to adjustment as the Subcommittee
may provide in the terms of each award.

          3. Except as otherwise provided in the terms of the award, shares
awarded in the form of Performance-Based Awards shall be eligible for release
(the "Release Date") on March 1 next following the completion of the Measurement
Period.

                                       4
<PAGE>

          4. Shares awarded in the form of Performance-Based Awards will be
released only if the Controller of the Company and the Subcommittee certify that
the performance targets have been achieved during the Measurement Period.

          5. Performance-Based Awards granted pursuant to this Section 5(d) are
intended to qualify as performance-based compensation under Section 162(m) of
the Code and shall be administered and construed accordingly.

     (e) The receipt of stock subject to an Award shall be eligible for deferral
in  accordance  with the terms and subject to the  conditions  of The  Coca-Cola
Company Deferred Compensation Plan.

Section 6. Nontransferability of Awards

     Shares of Stock subject to Awards shall not be  transferable  and shall not
be sold, exchanged,  transferred, pledged, hypothecated or otherwise disposed of
at any time  prior to the  first to occur of  Retirement  on a date  which is at
least five (5) years from the date of grant of an Award and on or after the date
on which the employee has  attained  the age of 62, death or  disability  of the
recipient of an Award or a Change in Control.

Section 7. Rights as a Stockholder

     An employee who receives an Award shall have rights as a  stockholder  with
respect to Stock  covered by such  Award to receive  dividends  in cash or other
property or other  distributions  or rights in respect to such Stock and to vote
such Stock as the record owner thereof.

Section 8. Adjustment in the Number of Shares Awarded

     In the event there is any change in the Stock  through the  declaration  of
stock dividends,  through stock splits or through  recapitalization or merger or
consolidation or combination of shares or otherwise,  the Committee or the Board
shall make such adjustment,  if any, as it may deem appropriate in the number of
shares of Stock thereafter available for Awards.

Section 9. Taxes

     (a) If any employee properly elects, within thirty (30) days of the date on
which an Award is granted,  to include in gross  income for  federal  income tax
purposes an amount  equal to the fair market  value (on the date of grant of the
Award) of the Stock subject to the Award,  such employee shall make arrangements
satisfactory  to the  Committee to pay to the Company in the year of such Award,
any federal,  state or local taxes  required to be withheld with respect to such
shares.  If such employee  shall fail to make such tax payments as are required,
the Company and its Related  Companies  shall,  to the extent  permitted by law,
have the right to  deduct  from any  payment  of any kind  otherwise  due to the
employee  any  federal,  state or local taxes of any kind  required by law to be
withheld with respect to the Stock subject to such Award.

     (b) Each employee who does not make the election described in paragraph (a)
of this  Section  shall,  no later  than the date as of which  the  restrictions
referred to in Section

                                       5
<PAGE>

5 and such other restrictions as  may  have been imposed as a condition of the
Award, shall lapse, pay to the Company, or make arrangements satisfactory to
the Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld with respect to the Stock subject to such Award,
and the Company and its Related Companies shall, to the extent permitted by law,
have the right to deduct from any payment of any kind otherwise due to the
employee any federal, state, or local taxes of any kind required by law to be
withheld with respect to the Stock subject to such Award.

     (c) The  Committee  may  specify  when it grants an Award that the Award is
subject to mandatory  share  withholding  for  satisfaction  of tax  withholding
obligations by employees.  For all other Awards, whether granted before or after
this paragraph 9(c) was added to this Plan,  tax  withholding  obligations of an
employee may be satisfied by share withholding,  if permitted by applicable law,
at the written  election of the employee prior to the date the  restrictions  on
the Award lapse.  The shares  withheld will be valued at the average of the high
and low  market  prices  at  which a share  of  Stock  was  sold on the date the
restrictions lapse (or, if such date is not a trading day, then the next trading
day  thereafter),   as  reported  on  the  New  York  Stock  Exchange--Composite
Transactions listing.

Section 10. Restrictive Legend and Stock Power

     Each  certificate   evidencing  Stock  subject  to  Awards  shall  bear  an
appropriate   legend  referring  to  the  terms,   conditions  and  restrictions
applicable to such award.  Any attempt to dispose of Stock in  contravention  of
such terms, conditions, and restrictions shall be ineffective. The Committee may
adopt rules which provide that the  certificates  evidencing  such shares may be
held in custody by a bank or other  institution,  or that the Company may itself
hold such shares in custody until the restrictions thereon shall have lapsed and
may  require,  as a  condition  of any  Award,  that the  recipient  shall  have
delivered a stock power  endorsed in blank relating to the Stock covered by such
Award.

Section 11. Amendments, Modifications and Termination of Plan

     The Board or the Committee may terminate the Plan, in whole or in part, may
suspend the Plan, in whole or in part from time to time,  and may amend the Plan
from time to time,  including  the adoption of  amendments  deemed  necessary or
desirable to qualify the Awards under the laws of various states  (including tax
laws) and under rules and regulations promulgated by the Securities and Exchange
Commission  with  respect to  employees  who are  subject to the  provisions  of
Section 16 of the  Exchange  Act, or to correct any defect or supply an omission
or reconcile any  inconsistency in the Plan or in any Award granted  thereunder,
without the  approval of the stock  holders of the Company;  provided,  however,
that no action shall be taken  without the approval of the  stockholders  of the
Company which may increase the number of shares of Stock available for Awards or
withdraw  administration from the Committee, or permit any person while a member
of the  Committee  to be  eligible  to receive an Award.  Without  limiting  the
foregoing,  the  Board  of  Directors  or  the  Committee  may  make  amendments
applicable or inapplicable only to participants who are subject to Section 16 of
the Exchange Act. No amendment or termination or  modification of the Plan shall
in any  manner  affect  Awards  therefore

                                       6
<PAGE>

granted without the consent of the employee unless the Committee has made a
determination that an amendment or modification is in the best interest of all
persons to whom Awards have theretofore been granted. The Board or the Committee
may modify or remove restrictions contained in Sections 5 and 6 on an Award or
the Awards as a whole which have been previously granted upon a determination
that such action is in the best interest of the Company. The Plan shall
terminate when (a) all Awards authorized under the Plan have been granted and
(b) all shares of Stock subject to Awards under the Plan have been issued and
are no longer subject to forfeiture under the terms hereof unless earlier
terminated by the Board or the Committee.

Section 12.     Governing Law

     The Plan and all  determinations  made and actions taken  pursuant  thereto
shall  be  governed  by the  laws of the  State  of  Georgia  and  construed  in
accordance therewith.


                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>5
<FILENAME>koq930x12.txt
<DESCRIPTION>COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TEXT>

                                                                  Exhibit 12


                     THE COCA-COLA COMPANY AND SUBSIDIARIES

               COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                          (In millions except ratios)

<TABLE>
<CAPTION>


                             Nine Months
                                Ended                                 Year Ended December 31,
                            September 30,       ----------------------------------------------------------------
                                 2002              2001           2000           1999          1998         1997
                             -----------        -------      ---------     ----------     ---------   ----------
<S>                          <C>               <C>           <C>            <C>           <C>           <C>
EARNINGS:

 Income before income
  taxes and changes in
  accounting principles      $  4,508          $  5,670      $   3,399      $   3,819     $   5,198     $  6,055




 Fixed charges                    186               327            489            386           320          300

 Adjustments:
  Capitalized
   interest, net                   (1)               (8)           (11)           (18)          (17)         (17)

  Equity income or loss,
   net of dividends              (252)              (54)           380            292            31         (108)
                             --------          --------      ---------      ---------     ---------     --------

 Adjusted earnings           $  4,441          $  5,935      $   4,257      $   4,479     $   5,532     $  6,230
                             ========          ========      =========      =========     =========     ========

FIXED CHARGES:

 Gross interest
  incurred                   $    163          $    297      $     458      $     355     $     294     $    275

 Interest portion of
  rent expense                     23                30             31             31            26           25
                             --------          --------      ---------      ---------     ---------     --------

 Total fixed charges         $    186          $    327      $     489      $     386     $     320     $    300
                             ========          ========      =========      =========     =========     ========
 Ratios of earnings
  to fixed charges               23.9              18.1            8.7           11.6          17.3         20.8
                             ========          ========      =========      =========     =========     ========

</TABLE>

   At September 30, 2002, our Company is contingently liable for guarantees of
indebtedness owed by third parties in the amount of $470 million. Fixed charges
for these contingent liabilities have not been included in the computations of
the above ratios as the amounts are immaterial and, in the opinion of
management, it is not probable that our Company will be required to satisfy the
guarantees.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
