As filed with the Securities and Exchange Commission on May 13, 2002

                                                 Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              THE COCA-COLA COMPANY
             (Exact name of registrant as specified in its charter)

                Delaware                                   58-0628465
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                Identification No.)

                               One Coca-Cola Plaza
                              Atlanta, Georgia 30313
          (Address, including zip code, of principal executive offices)

                 2002 Stock Option Plan of The Coca-Cola Company
                  The Coca-Cola Company 1999 Stock Option Plan
                  The Coca-Cola Company 1991 Stock Option Plan

                            (Full title of the plan)

                             Deval L. Patrick, Esq.
                  Executive Vice President and General Counsel
                              The Coca-Cola Company
                               One Coca-Cola Plaza
                             Atlanta, Georgia 30313
                     (Name and address of agent for service)

                                 With a copy to:
                            Carol Crofoot Hayes, Esq.
       Chief Counsel, Transactions and Securities and Assistant Secretary
                              The Coca-Cola Company
                               One Coca-Cola Plaza
                             Atlanta, Georgia 30313

                                 (404) 676-2121
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                  Proposed          Proposed
  Title of         Amount          maximum           maximum         Amount of
Securities to       to be      offering price      aggregate        registration
be registered    registered      per unit(1)     offering price(1)      fee
--------------------------------------------------------------------------------

Common Stock,
par value
$.25 per share   120,000,000       $56.41         $6,768,600,000    $622,711.40
--------------------------------------------------------------------------------

 (1)   Estimated solely for the purpose of computing the registration fee
       pursuant to Rule 457(h), on the basis of the average of the high and low
       sales prices per share of Common Stock of The Coca-Cola Company as
       reported on the New York Stock Exchange composite transactions reported
       in THE WALL STREET JOURNAL on May 8, 2002.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents have been previously filed by The Coca-Cola
Company (the "Company") with the Securities and Exchange Commission and are
hereby incorporated by reference into this Registration Statement as of their
respective dates:

                  (a)  Annual Report on Form 10-K for the year ended
December 31, 2001;

                  (b)  Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002; and

                  (c)  The description of the Company's Common Stock which is
contained in its Registration Statement on Form 8-A filed under the Exchange
Act, including all amendments and reports filed for the purpose of updating such
description.


         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered hereunder have
been sold or that deregisters all such securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of the filing of such documents.


Item 4.           DESCRIPTION OF SECURITIES.

         Inapplicable.

Item 5.           INTEREST OF NAMED EXPERTS AND COUNSEL.

         1.       The consolidated financial statements and schedule of the
Company appearing (or incorporated by reference) in the Company's Annual Report
(Form 10-K) for the year ended December 31, 2001, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their reports thereon included
(or incorporated by reference) therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given on the authority of such firm as experts in accounting and auditing.

         2.       The legality of the shares of Common Stock offered hereby has
been passed upon for the Company by Deval L. Patrick, Executive Vice President
and General Counsel of the Company. As of May 10, 2002, Mr. Patrick beneficially
owned 71,100 shares of Common Stock of the Company and, under stock option plans
of the Company, holds options to purchase 378,000 shares of Common Stock.


                                     II - 1

<PAGE>


Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify present and former directors,
officers, employees or agents for the corporation.

         1.       Article Tenth of the Certificate of Incorporation of the
Company provides:

                  "A.  A director of the Corporation shall not be personally
         liable to the corporation or its stockholders for monetary damages for
         breach of fiduciary duty as a director, except for liability (i) for
         any breach of the director's duty of loyalty to the corporation or its
         stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of the Delaware General Corporation Law, or (iv) for
         any transaction from which the director derived any improper personal
         benefit. If the Delaware General Corporation Law is amended after
         approval by the stockholders of this Article to authorize corporate
         action further eliminating or limiting the personal liability of
         directors, then the liability of a director of the corporation shall be
         eliminated or limited to the fullest extent permitted by the Delaware
         General Corporation Law, as so amended.

                  B.  Any repeal or modification of Article Tenth, Paragraph A,
         by the stockholders of the corporation shall not adversely affect any
         right or protection of a director of the corporation existing at the
         time of such repeal or modification."

         2.       Article Seventh of the By-Laws of the Company provides:

                  "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


                                     II - 2

<PAGE>


         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
         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.


                                     II - 3

<PAGE>


                  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."

         The Company has purchased directors' and officers' liability insurance
covering many of the possible actions and omissions of persons acting or failing
to act in such capacities.

         For the undertaking with respect to indemnification, see Item 9.


Item 7.           EXEMPTIONS FROM REGISTRATION CLAIMED.

         Inapplicable.


Item 8.           EXHIBITS.

4.1               The 2002 Stock Option Plan of The Coca-Cola Company
                  (incorporated by reference to Exhibit 10.5 to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended March 31,
                  2002)

4.2               The Coca-Cola Company 1999 Stock Option Plan, as amended and
                  restated through February 20, 2002 (incorporated by reference
                  to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended March 31, 2002)

4.3               The Coca-Cola Company 1991 Stock Option Plan, as amended
                  (incorporated by reference to Exhibit 10.2 to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended March 31,
                  1999)

5.1               Opinion of Deval L. Patrick, Executive Vice President and
                  General Counsel of the Company, regarding the validity of the
                  securities being registered

23.1              Consent of Deval L. Patrick, Executive Vice President and
                  General Counsel of the Company (included as part of Exhibit
                  5.1)

23.2              Consent of Ernst & Young LLP

24.1              Powers of Attorney


Item 9.           UNDERTAKINGS.

         (a)      The Company hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                                  (i) To include any prospectus required by
                                Section 10(a)(3) of the Securities Act of 1933
                                (the "Securities Act");

                                  (ii) To reflect in the prospectus any facts or
                                events arising after the effective date of the


                                     II - 4

<PAGE>


                                Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the Registration Statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high end of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed
                                with the Commission pursuant to Rule 424(b) if,
                                in the aggregate, the changes in volume and
                                price represent no more than a 20 percent change
                                in the maximum aggregate offering price set
                                forth in the "Calculation of Registration Fee"
                                table in the effective Registration Statement;

                                  (iii) To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in the Registration
                                Statement or any material change to such
                                information in the Registration Statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the registrant
                           pursuant to Section 13 or Section 15(d) of the
                           Securities Exchange Act of 1934 ("Exchange Act") that
                           are incorporated by reference in the Registration
                           Statement.

                  (2)      That for purposes of determining any liability under
                           the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in


                                     II - 5

<PAGE>


connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                     II - 6

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia on the 10th day of May,
2002.

                                    THE COCA-COLA COMPANY


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


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 10th day of May, 2002:




                                          /s/ Douglas N. Daft
                                          -------------------
                                          Douglas N. Daft
                                          Chairman, Board of Directors, Chief
                                          Executive Officer and a Director
                                          (Principal Executive Officer)


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


                                          /s/ Connie D. McDaniel
                                          ----------------------
                                          Connie D. McDaniel
                                          Vice President and Controller
                                          (Principal Accounting Officer)


                                     II - 7


<PAGE>


Directors:


             *                                           *
------------------------------              -------------------------------
Herbert A. Allen                            Robert L. Nardelli


             *                                           *
------------------------------              ------------------------------
Ronald W. Allen                             Sam Nunn


             *                                           *
------------------------------              ------------------------------
Cathleen P. Black                           Paul F. Oreffice


             *                                           *
------------------------------              ------------------------------
Warren E. Buffett                           James D. Robinson III


             *                                           *
------------------------------              ------------------------------------
Barry Diller                                Peter V. Ueberroth


             *                                           *
------------------------------              ------------------------------------
Susan B. King                               James B. Williams


             *
-----------------------------
Donald F. McHenry






* By:  /s/ Carol Crofoot Hayes
       -----------------------
       Carol Crofoot Hayes
       Attorney-in-Fact


Date: May 10, 2002

                                     II - 8


<PAGE>



                                INDEX TO EXHIBITS


Exhibit
  No.                                       Exhibit
-------      ------------------------------------------------------------------

 4.1        The 2002 Stock Option Plan of The Coca-Cola Company (incorporated
            by reference to Exhibit 10.5 to the Company's Quarterly Report on
            Form 10-Q for the quarter ended March 31, 2002)

 4.2        The Coca-Cola Company 1999 Stock Option Plan, as amended and
            restated through February 20, 2002 (incorporated by reference to
            Exhibit 10.2 of the Company's quarterly Report on Form 10-Q for the
            quarter ended March 31, 2002)

 4.3        The Coca-Cola Company 1991 Stock Option Plan, as amended
            (incorporated by reference to Exhibit 10.2 of the Company's
            Quarterly Report on Form 10-Q for the quarter ended March 31, 1999)

 5.1        Opinion of Deval L. Patrick, Executive Vice President and General
            Counsel of the Company, regarding the validity of the securities
            being registered

23.1        Consent of Deval L. Patrick, Executive Vice President and General
            Counsel of the Company (included as part of Exhibit 5.1)

23.2        Consent of Ernst & Young LLP

24.1        Powers of Attorney
[{"type": "S-8", "sequence": "1", "filename": "kos8502.txt", "description": "S-8 KO 2002 STOCK OPTION PLAN", "secsgml_size_bytes": 26927}]
{"company-data": {"conformed-name": "COCA COLA CO", "cik": "0000021344", "assigned-sic": "2080", "irs-number": "580628465", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88096", "film-number": "02643463"}, "business-address": {"street1": "ONE COCA COLA PLAZA", "city": "ATLANTA", "state": "GA", "zip": "30313", "phone": "4046762121"}, "mail-address": {"street1": "ONE COCA COLA PLAZA", "zip": "30313"}}
As filed with the Securities and Exchange Commission on May 13, 2002

                                                 Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              THE COCA-COLA COMPANY
             (Exact name of registrant as specified in its charter)

                Delaware                                   58-0628465
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                Identification No.)

                               One Coca-Cola Plaza
                              Atlanta, Georgia 30313
          (Address, including zip code, of principal executive offices)

                 2002 Stock Option Plan of The Coca-Cola Company
                  The Coca-Cola Company 1999 Stock Option Plan
                  The Coca-Cola Company 1991 Stock Option Plan

                            (Full title of the plan)

                             Deval L. Patrick, Esq.
                  Executive Vice President and General Counsel
                              The Coca-Cola Company
                               One Coca-Cola Plaza
                             Atlanta, Georgia 30313
                     (Name and address of agent for service)

                                 With a copy to:
                            Carol Crofoot Hayes, Esq.
       Chief Counsel, Transactions and Securities and Assistant Secretary
                              The Coca-Cola Company
                               One Coca-Cola Plaza
                             Atlanta, Georgia 30313

                                 (404) 676-2121
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                  Proposed          Proposed
  Title of         Amount          maximum           maximum         Amount of
Securities to       to be      offering price      aggregate        registration
be registered    registered      per unit(1)     offering price(1)      fee
--------------------------------------------------------------------------------

Common Stock,
par value
$.25 per share   120,000,000       $56.41         $6,768,600,000    $622,711.40
--------------------------------------------------------------------------------

 (1)   Estimated solely for the purpose of computing the registration fee
       pursuant to Rule 457(h), on the basis of the average of the high and low
       sales prices per share of Common Stock of The Coca-Cola Company as
       reported on the New York Stock Exchange composite transactions reported
       in THE WALL STREET JOURNAL on May 8, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents have been previously filed by The Coca-Cola
Company (the "Company") with the Securities and Exchange Commission and are
hereby incorporated by reference into this Registration Statement as of their
respective dates:

                  (a)  Annual Report on Form 10-K for the year ended
December 31, 2001;

                  (b)  Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002; and

                  (c)  The description of the Company's Common Stock which is
contained in its Registration Statement on Form 8-A filed under the Exchange
Act, including all amendments and reports filed for the purpose of updating such
description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered hereunder have
been sold or that deregisters all such securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of the filing of such documents.

Item 4.           DESCRIPTION OF SECURITIES.

         Inapplicable.

Item 5.           INTEREST OF NAMED EXPERTS AND COUNSEL.

         1.       The consolidated financial statements and schedule of the
Company appearing (or incorporated by reference) in the Company's Annual Report
(Form 10-K) for the year ended December 31, 2001, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their reports thereon included
(or incorporated by reference) therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given on the authority of such firm as experts in accounting and auditing.

         2.       The legality of the shares of Common Stock offered hereby has
been passed upon for the Company by Deval L. Patrick, Executive Vice President
and General Counsel of the Company. As of May 10, 2002, Mr. Patrick beneficially
owned 71,100 shares of Common Stock of the Company and, under stock option plans
of the Company, holds options to purchase 378,000 shares of Common Stock.

                                     II - 1
Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify present and former directors,
officers, employees or agents for the corporation.

         1.       Article Tenth of the Certificate of Incorporation of the
Company provides:

                  "A.  A director of the Corporation shall not be personally
         liable to the corporation or its stockholders for monetary damages for
         breach of fiduciary duty as a director, except for liability (i) for
         any breach of the director's duty of loyalty to the corporation or its
         stockholders, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of the Delaware General Corporation Law, or (iv) for
         any transaction from which the director derived any improper personal
         benefit. If the Delaware General Corporation Law is amended after
         approval by the stockholders of this Article to authorize corporate
         action further eliminating or limiting the personal liability of
         directors, then the liability of a director of the corporation shall be
         eliminated or limited to the fullest extent permitted by the Delaware
         General Corporation Law, as so amended.

                  B.  Any repeal or modification of Article Tenth, Paragraph A,
         by the stockholders of the corporation shall not adversely affect any
         right or protection of a director of the corporation existing at the
         time of such repeal or modification."

         2.       Article Seventh of the By-Laws of the Company provides:

                  "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

                                     II - 2
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
         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.

                                     II - 3
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."

         The Company has purchased directors' and officers' liability insurance
covering many of the possible actions and omissions of persons acting or failing
to act in such capacities.

         For the undertaking with respect to indemnification, see Item 9.

Item 7.           EXEMPTIONS FROM REGISTRATION CLAIMED.

         Inapplicable.

Item 8.           EXHIBITS.

4.1               The 2002 Stock Option Plan of The Coca-Cola Company
                  (incorporated by reference to Exhibit 10.5 to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended March 31,
                  2002)

4.2               The Coca-Cola Company 1999 Stock Option Plan, as amended and
                  restated through February 20, 2002 (incorporated by reference
                  to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
                  for the quarter ended March 31, 2002)

4.3               The Coca-Cola Company 1991 Stock Option Plan, as amended
                  (incorporated by reference to Exhibit 10.2 to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended March 31,
                  1999)

5.1               Opinion of Deval L. Patrick, Executive Vice President and
                  General Counsel of the Company, regarding the validity of the
                  securities being registered

23.1              Consent of Deval L. Patrick, Executive Vice President and
                  General Counsel of the Company (included as part of Exhibit
                  5.1)

23.2              Consent of Ernst & Young LLP

24.1              Powers of Attorney

Item 9.           UNDERTAKINGS.

         (a)      The Company hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                                  (i) To include any prospectus required by
                                Section 10(a)(3) of the Securities Act of 1933
                                (the "Securities Act");

                                  (ii) To reflect in the prospectus any facts or
                                events arising after the effective date of the

                                     II - 4
Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the Registration Statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high end of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed
                                with the Commission pursuant to Rule 424(b) if,
                                in the aggregate, the changes in volume and
                                price represent no more than a 20 percent change
                                in the maximum aggregate offering price set
                                forth in the "Calculation of Registration Fee"
                                table in the effective Registration Statement;

                                  (iii) To include any material information with
                                respect to the plan of distribution not
                                previously disclosed in the Registration
                                Statement or any material change to such
                                information in the Registration Statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the registrant
                           pursuant to Section 13 or Section 15(d) of the
                           Securities Exchange Act of 1934 ("Exchange Act") that
                           are incorporated by reference in the Registration
                           Statement.

                  (2)      That for purposes of determining any liability under
                           the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in

                                     II - 5
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                     II - 6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia on the 10th day of May,
2002.

                                    THE COCA-COLA COMPANY

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

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 10th day of May, 2002:

                                          /s/ Douglas N. Daft
                                          -------------------
                                          Douglas N. Daft
                                          Chairman, Board of Directors, Chief
                                          Executive Officer and a Director
                                          (Principal Executive Officer)

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

                                          /s/ Connie D. McDaniel
                                          ----------------------
                                          Connie D. McDaniel
                                          Vice President and Controller
                                          (Principal Accounting Officer)

                                     II - 7
Directors:

             *                                           *
------------------------------              -------------------------------
Herbert A. Allen                            Robert L. Nardelli

             *                                           *
------------------------------              ------------------------------
Ronald W. Allen                             Sam Nunn

             *                                           *
------------------------------              ------------------------------
Cathleen P. Black                           Paul F. Oreffice

             *                                           *
------------------------------              ------------------------------
Warren E. Buffett                           James D. Robinson III

             *                                           *
------------------------------              ------------------------------------
Barry Diller                                Peter V. Ueberroth

             *                                           *
------------------------------              ------------------------------------
Susan B. King                               James B. Williams

             *
-----------------------------
Donald F. McHenry

* By:  /s/ Carol Crofoot Hayes
       -----------------------
       Carol Crofoot Hayes
       Attorney-in-Fact

Date: May 10, 2002

                                     II - 8
INDEX TO EXHIBITS

Exhibit
  No.                                       Exhibit
-------      ------------------------------------------------------------------

 4.1        The 2002 Stock Option Plan of The Coca-Cola Company (incorporated
            by reference to Exhibit 10.5 to the Company's Quarterly Report on
            Form 10-Q for the quarter ended March 31, 2002)

 4.2        The Coca-Cola Company 1999 Stock Option Plan, as amended and
            restated through February 20, 2002 (incorporated by reference to
            Exhibit 10.2 of the Company's quarterly Report on Form 10-Q for the
            quarter ended March 31, 2002)

 4.3        The Coca-Cola Company 1991 Stock Option Plan, as amended
            (incorporated by reference to Exhibit 10.2 of the Company's
            Quarterly Report on Form 10-Q for the quarter ended March 31, 1999)

 5.1        Opinion of Deval L. Patrick, Executive Vice President and General
            Counsel of the Company, regarding the validity of the securities
            being registered

23.1        Consent of Deval L. Patrick, Executive Vice President and General
            Counsel of the Company (included as part of Exhibit 5.1)

23.2        Consent of Ernst & Young LLP

24.1        Powers of Attorney