SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549



                                   FORM 8-K


                                CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


               Date of Report (Date of earliest event reported):
                              February 21, 2001



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



       Delaware                   001-02217             58-0628465
   (State or other               (Commission           (IRS Employer
     jurisdiction                File Number)        Identification No.)
   of incorporation)



              One Coca-Cola Plaza
                Atlanta, Georgia                        30313
    (Address of principal executive offices)         (Zip Code)


    Registrant's telephone number, including area code: (404)676-2121




Item 5.  Other Events

     On February 21, 2001, The Coca-Cola  Company (the  "Company") and The
Procter & Gamble Company ("P&G")  announced an agreement in principle  relating
to a stand-alone enterprise  focused on developing and marketing  innovative
juices, juice-based beverages and snacks on a global basis.

     A copy of the text of the news release,  dated February 21, 2001 (the "News
Release"), relating to the proposed transaction is filed as Exhibit 99.1 to
this current report on Form 8-K and is incorporated herein by reference.

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This   current   report   on  Form  8-K  and  the  News   Release   contain
forward-looking  statements,  as that term is defined in the Private  Securities
Litigation Reform Act of 1995. In addition to the risks and uncertainties  noted
in the News  Release,  there are certain  factors  that could  cause  results to
differ  materially from those  anticipated by some of the statements made. These
include the  finalization  of definitive  agreements,  the outcome of regulatory
reviews,  the  successful  transition  of  the  businesses  to  the new entity,
entering into  arrangements  with independent  bottlers to expand the  distri-
bution  of  the products,  achieving  volume  and growth  projections  despite
the  competitive  environment,  implementing  cost  improvement  plans  in
manufacturing  and overhead areas, meeting commodity and currency  forecasts as
well as  factors listed  in the  Company's and P&G's most  recently filed Forms
10-K and 8-K.


Item 7.  Financial Statements and Exhibits

         (c)     Exhibits:

                  99.1    News Release, dated February 21, 2001




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                                   SIGNATURES

     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 hereunto duly authorized.


                                        THE COCA-COLA COMPANY
                                             (REGISTRANT)


Date:  February 21, 2001                 By:/s/ Joseph R. Gladden, Jr.
                                           ----------------------------
                                             Joseph R. Gladden, Jr.
                                             Executive Vice President and
                                              General Counsel




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                                  Exhibit Index



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

    99.1        News Release of The Coca-Cola Company issued February 21, 2001:
                Coca-Cola and Procter & Gamble Announce New Company
                to Serve Growing Global Demand for Innovative Juices, "Better
                For You" Beverages and Snacks