RESTRICTED STOCK AGREEMENT, DATED DECEMBER 20, 2001,

Exhibit 10.20

RESTRICTED STOCK AGREEMENT


The Coca-Cola Company (the "Company") hereby agrees to award to the
recipient named below (the Recipient) on the date set forth below (Future Award
Date) the number of shares of Common Stock, $.25 par value, of the Company (the
"Shares"), in accordance with and subject to the terms, conditions and
restrictions of this Agreement. If the conditions described below are satisfied,
such award will be made under the terms of The Coca-Cola 1989 Restricted Stock
Award Plan (the "Plan") of the Company on the Future Award Date. All benefits
hereunder will be cancelled and all terms of this Agreement shall be null and
void if a majority of shareholders voting at the next annual meeting of
shareowners do not approve the granting of this award:

Name and Address of Recipient: Charles S. Frenette,
London, England

Number of Shares Subject to Agreement: 125,000

Agreement Date: December 20, 2000

Future Award Date: January 3, 2006

Performance Criteria:* simple average annual growth in earnings per share
equals or exceeds 15% during the Measurement
Period. Earnings per share shall be defined as:

Income available to common shareholders (excluding
nonrecurring items) + Effect of assumed conversions
-------------------------------------------------------------
Weighted-average shares + Dilutive potential common shares


Measurement Period:* January 1, 2001 December 31, 2005

Release Date:* March 1, 2006

Acceptance Date: December 29, 2000

(1) An award of Restricted Stock under the Plan will be awarded to the
Recipient on the Future Award Date noted above. No Shares will be
delivered to the Recipient or


* All as qualified herein


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transferred into the Recipients name until such Future Award Date.
After such Future Award is made, the Shares will be released from
restrictions on the Release Date noted above only upon the satisfaction
of all terms and conditions set forth in this Agreement.

(a) Certificate(s) representing the Shares shall be delivered on the
Release Date only if the Recipient, on the Release Date, is, and
has continuously been since the Award Date set forth above (the
"Award Date"), employed by the Company or a Related Company
since the Agreement Date, except as provided in paragraph 1 (b).
In addition, the Shares shall be delivered only if certain
Performance Criteria, set forth above, are met during the
Measurement Period. Further, Recipient understands and acknow-
ledges that the Compensation Committee may reduce the number of
Shares released even if the specified performance criteria are
met if the Recipient fails to meet other objectives and goals,
as determined solely in the discretion of the Compensation
Committee or a subcommittee thereof. Recipient will be
required to agree to such additional conditions as set by the
Compensation Committee or a subcommittee thereof or to
immediately forfeit the Shares.

(b) If the Recipient dies or becomes disabled prior to the Future
Award Date, the terms of this subparagraph shall apply. If death
or disability occurs in the first year of the Measurement
Period, no award will be made on the Future Award Date and no
payments shall be due under this Agreement. If death or
disability occurs in any year thereafter, the Recipient or the
Recipients estate shall receive a cash payment, less any
applicable taxes, equal to the value of the Shares (in U.S.
Dollars) (the Cash Payment) determined based upon the dates and
Measurement Periods as modified below :

1. If death or disability occurs between January 1 and
June 30 of any calendar year following the first year,
the Measurement Period will begin on January 1, 2001
and end on December 31 of the calendar year preceding
the death or disability. The Cash Payment will be made
on the 90th day following death or disability; or

2. If death or disability occurs between July 1 and
December 31 of any calendar year following the first
year, the Measurement Period will begin on January 1,
2001 and end on December 31 of the calendar year in
which the death or disability occurs. The Cash Payment
will be made on the March 1 following the year in which
death or disability occurs.

The number of Shares to be valued for the Cash Payment will be
pro-rated by a fraction with the numerator being the number of
months the Recipient was

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in the position during the Measurement Period and the
denominator being the original number of months in the
Measurement Period. The value of any additional Shares will
not be included in the Cash Payment. If the performance
criteria are not met during the shortened Measurement Period,
no payment shall be due.

(c) Recipient shall have no rights with respect to the Shares,
including but not limited to rights to sell, vote, exchange,
transfer, pledge, hypothecate or otherwise dispose of the
Shares.

(d) The Recipient shall indicate his or her acceptance of this
Agreement by signing and returning this Agreement by the
Acceptance Date indicated above.

(e) During the period between the Agreement Date and the Future
Award Date, the Recipient will receive from Recipients employer
a quarterly cash payment, less all applicable taxes, equal to
the dividend that would be paid on an equivalent number of
shares of Company Stock.

(f) In the event that the Companys shares, as a result of a stock
split or stock dividend or combination of shares or any other
change or exchange for other securities, by reclassification,
reorganization or otherwise, are increased or decreased or
changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or of another
corporation, the number of Shares to be awarded under this
Agreement shall be adjusted to reflect such change in such
manner as the Board of Directors of the Company or the
Committee may deem appropriate. If any such adjustment shall
result in a fractional share, such fraction shall be
disregarded.

(g) In the event that the Recipient shall cease to be employed by
the Company or a Related Company (including due to retirement as
defined in the Plan) for any reason other than death, disability
(subject to Section 1(b)) or a Change of Control as defined in
the Plan prior to the Release Date, or shall violate any of the
provisions of this Agreement, this Agreement shall become null
and void and no awards or payments shall be due to the
Recipient.


2. Each notice relating to this award shall be in writing. All notices to
the Company shall be addressed to the Secretary, The Coca-Cola Company, One
Coca-Cola Plaza, Atlanta, Georgia 30313. All notices to the Recipient shall be
addressed to the address of the Recipient specified on the face page of this
Agreement. Either the Company or the Recipient may designate a different address
by written notice to the other. Written notice to

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said addresses shall be effective to bind the Company, the Recipient and
the Recipient's representatives and beneficiaries.

4. The Recipient hereby agrees that (a) any change, interpretation,
determination or modification of this agreement by the Committee shall be final
and conclusive for all purposes and on all persons including the Company and the
Recipient; provided, however, that with respect to any amendment or modification
of the Plan which affects the award of Shares made hereby, the Committee shall
have determined that such amendment or modification is in the best interests of
the Recipient of such award; and (b) this Agreement and the award of Shares
shall not affect in any way the right of the Recipients employer to terminate or
change the employment of the Recipient.

5. If any of the terms of this Agreement may in the opinion of the Company
conflict or be inconsistent with any applicable law or regulation of any
governmental agency having jurisdiction, the Company reserves the right to
modify this Agreement to be consistent with applicable laws or regulations.

6. This Agreement has been made in and shall be construed under and in
accordance with the laws of the State of Georgia.

THE COCA-COLA COMPANY

BY: THE COMMITTEE



/s/ SUSAN E. SHAW
-------------------------
Authorized Signature

I have read the above Agreement and hereby accept the above award of the
terms and conditions of this agreement and I agree to be bound thereby and by
the actions of the Committee.


27/12/00 /s/ CHARLES S. FRENETTE
- ---------- --------------------------
Date Accepted Recipient





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