AMENDMENT TO 1989 RESTRICTED STOCK AWARD PLAN

EXHIBIT 10-1



AMENDMENT TO THE COCA-COLA COMPANY 1989 RESTRICTED STOCK AWARD PLAN
AUTHORIZING THE GRANT OF PERFORMANCE-BASED AWARDS


The Coca-Cola Company 1989 Restricted Stock Award Plan be, and it hereby
is, amended effective October 18, 2000 by adding the following new paragraph (d)
to Section 5:

(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).

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 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; and (x) 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 the 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 the March 1 next following the completion of the Measurement
Period.

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 Internal Revenue Code of 1986, as amended, and shall be administered and
construed accordingly.