Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

February 22, 2002

EXHIBIT 24-1 - POWERS OF ATTORNEY

Published on February 22, 2002




EXHIBIT 24.1



POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, HERBERT A. ALLEN, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Senior Finance
Counsel and Assistant Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
(i) the Company's Registration Statement on Form S-8, or any amendments or
supplements thereto, for the registration of deferred compensation obligations
of the Company under The Coca-Cola Company Deferred Compensation Plan in
accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.


/s/ Herbert A. Allen
-------------------------------------
HERBERT A. ALLEN
Director
The Coca-Cola Company

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, RONALD W. ALLEN, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Senior Finance
Counsel and Assistant Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
(i) the Company's Registration Statement on Form S-8, or any amendments or
supplements thereto, for the registration of deferred compensation obligations
of the Company under The Coca-Cola Company Deferred Compensation Plan in
accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.



/s/ Ronald W. Allen
-----------------------------
RONALD W. ALLEN
Director
The Coca-Cola Company


POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, CATHLEEN P. BLACK, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Senior Finance
Counsel and Assistant Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
(i) the Company's Registration Statement on Form S-8, or any amendments or
supplements thereto, for the registration of deferred compensation obligations
of the Company under The Coca-Cola Company Deferred Compensation Plan in
accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.




/s/ Cathleen P. Black
---------------------------------
CATHLEEN P. BLACK
Director
The Coca-Cola Company



POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, WARREN E. BUFFETT, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Senior Finance
Counsel and Assistant Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
(i) the Company's Registration Statement on Form S-8, or any amendments or
supplements thereto, for the registration of deferred compensation obligations
of the Company under The Coca-Cola Company Deferred Compensation Plan in
accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.





/s/ Warren E. Buffett
-----------------------------
WARREN E. BUFFETT
Director
The Coca-Cola Company



POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, DOUGLAS N. DAFT, Chairman of the Board,
Chief Executive Officer and a Director of The Coca-Cola Company (the "Company"),
do hereby appoint GARY P. FAYARD, Senior Vice President and Chief Financial
Officer of the Company, DEVAL L. PATRICK, Executive Vice President and General
Counsel of the Company, SUSAN E. SHAW, Secretary of the Company, and CAROL
CROFOOT HAYES, Senior Finance Counsel and Assistant Secretary of the Company, or
any one of them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf (i) the Company's Registration Statement on
Form S-8, or any amendments or supplements thereto, for the registration of
deferred compensation obligations of the Company under The Coca-Cola Company
Deferred Compensation Plan in accordance with the authorization of the Board of
Directors; (ii) any application for registration or qualification (or exemption
therefrom) of such securities under the Blue Sky or other federal or state
securities laws and regulations or the laws and regulations of any governmental
entity outside the United States of America; and (iii) any other document or
instrument deemed necessary or appropriate by any of them in connection with
such application for registration or qualification (or exemption therefrom); and
for the purpose of causing any such registration statement or any subsequent
amendment or supplement to such registration statement to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.




/s/ Douglas N. Daft
--------------------------------
DOUGLAS N. DAFT
Chairman of the Board,
Chief Executive Officer and Director
The Coca-Cola Company


POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, SUSAN B. KING, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Senior Finance
Counsel and Assistant Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
(i) the Company's Registration Statement on Form S-8, or any amendments or
supplements thereto, for the registration of deferred compensation obligations
of the Company under The Coca-Cola Company Deferred Compensation Plan in
accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.




/s/ Susan B. King
----------------------------------
` SUSAN B. KING
Director
The Coca-Cola Company

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, DONALD F. MCHENRY, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Senior Finance
Counsel and Assistant Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
(i) the Company's Registration Statement on Form S-8, or any amendments or
supplements thereto, for the registration of deferred compensation obligations
of the Company under The Coca-Cola Company Deferred Compensation Plan in
accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.




/s/ Donald F. McHenry
------------------------------------
DONALD F. MCHENRY
Director
The Coca-Cola Company


POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, SAM NUNN, a Director of The Coca-Cola
Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman of the
Board, Chief Executive Officer and a Director of the Company, GARY P. FAYARD,
Senior Vice President and Chief Financial Officer of the Company, DEVAL L.
PATRICK, Executive Vice President and General Counsel of the Company, SUSAN E.
SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Senior Finance Counsel
and Assistant Secretary of the Company, or any one of them, my true and lawful
attorney for me and in my name for the purpose of executing on my behalf (i) the
Company's Registration Statement on Form S-8, or any amendments or supplements
thereto, for the registration of deferred compensation obligations of the
Company under The Coca-Cola Company Deferred Compensation Plan in accordance
with the authorization of the Board of Directors; (ii) any application for
registration or qualification (or exemption therefrom) of such securities under
the Blue Sky or other federal or state securities laws and regulations or the
laws and regulations of any governmental entity outside the United States of
America; and (iii) any other document or instrument deemed necessary or
appropriate by any of them in connection with such application for registration
or qualification (or exemption therefrom); and for the purpose of causing any
such registration statement or any subsequent amendment or supplement to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.




/s/ Sam Nunn
----------------------------------
SAM NUNN
Director
The Coca-Cola Company


POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, PAUL F. OREFFICE, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Senior Finance
Counsel and Assistant Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
(i) the Company's Registration Statement on Form S-8, or any amendments or
supplements thereto, for the registration of deferred compensation obligations
of the Company under The Coca-Cola Company Deferred Compensation Plan in
accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.




/s/ Paul F. Oreffice
----------------------------------
PAUL F. OREFFICE
Director
The Coca-Cola Company


POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, JAMES D. ROBINSON III, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Senior Finance
Counsel and Assistant Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
(i) the Company's Registration Statement on Form S-8, or any amendments or
supplements thereto, for the registration of deferred compensation obligations
of the Company under The Coca-Cola Company Deferred Compensation Plan in
accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.




/s/ James D. Robinson III
-----------------------------------------
JAMES D. ROBINSON III
Director
The Coca-Cola Company


POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, PETER V. UEBERROTH, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Senior Finance
Counsel and Assistant Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
(i) the Company's Registration Statement on Form S-8, or any amendments or
supplements thereto, for the registration of deferred compensation obligations
of the Company under The Coca-Cola Company Deferred Compensation Plan in
accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.




/s/ Peter V. Ueberroth
---------------------------------
PETER V. UEBERROTH
Director
The Coca-Cola Company


POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, JAMES B. WILLIAMS, a Director of The
Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS N. DAFT, Chairman
of the Board, Chief Executive Officer and a Director of the Company, GARY P.
FAYARD, Senior Vice President and Chief Financial Officer of the Company, DEVAL
L. PATRICK, Executive Vice President and General Counsel of the Company, SUSAN
E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES, Senior Finance
Counsel and Assistant Secretary of the Company, or any one of them, my true and
lawful attorney for me and in my name for the purpose of executing on my behalf
(i) the Company's Registration Statement on Form S-8, or any amendments or
supplements thereto, for the registration of deferred compensation obligations
of the Company under The Coca-Cola Company Deferred Compensation Plan in
accordance with the authorization of the Board of Directors; (ii) any
application for registration or qualification (or exemption therefrom) of such
securities under the Blue Sky or other federal or state securities laws and
regulations or the laws and regulations of any governmental entity outside the
United States of America; and (iii) any other document or instrument deemed
necessary or appropriate by any of them in connection with such application for
registration or qualification (or exemption therefrom); and for the purpose of
causing any such registration statement or any subsequent amendment or
supplement to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of
December, 2001.




/s/ James B. Williams
------------------------------------
JAMES B. WILLIAMS
Director
The Coca-Cola Company

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, GARY P. FAYARD, Senior Vice President
and Chief Financial Officer of The Coca-Cola Company (the "Company"), do hereby
appoint DOUGLAS N. DAFT, Chairman of the Board, Chief Executive Officer and a
Director of the Company, DEVAL L. PATRICK, Executive Vice President and General
Counsel of the Company, SUSAN E. SHAW, Secretary of the Company, and CAROL
CROFOOT HAYES, Senior Finance Counsel and Assistant Secretary of the Company, or
any one of them, my true and lawful attorney for me and in my name for the
purpose of executing on my behalf (i) the Company's Registration Statement on
Form S-8, or any amendments or supplements thereto, for the registration of
deferred compensation obligations of the Company under The Coca-Cola Company
Deferred Compensation Plan in accordance with the authorization of the Board of
Directors; (ii) any application for registration or qualification (or exemption
therefrom) of such securities under the Blue Sky or other federal or state
securities laws and regulations or the laws and regulations of any governmental
entity outside the United States of America; and (iii) any other document or
instrument deemed necessary or appropriate by any of them in connection with
such application for registration or qualification (or exemption therefrom); and
for the purpose of causing any such registration statement or any subsequent
amendment or supplement to such registration statement to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the [ ] day of [ ],
2001.




/s/ Gary P. Fayard
--------------------------------
GARY P. FAYARD
Senior Vice President and
Chief Financial Officer
The Coca-Cola Company


POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS THAT I, CONNIE D. MCDANIEL, Vice President and
Controller of The Coca-Cola Company (the "Company"), do hereby appoint DOUGLAS
N. DAFT, Chairman of the Board, Chief Executive Officer and a Director of the
Company, GARY P. FAYARD, Senior Vice President and Chief Financial Officer of
the Company, DEVAL L. PATRICK, Executive Vice President and General Counsel of
the Company, SUSAN E. SHAW, Secretary of the Company, and CAROL CROFOOT HAYES,
Senior Finance Counsel and Assistant Secretary of the Company, or any one of
them, my true and lawful attorney for me and in my name for the purpose of
executing on my behalf (i) the Company's Registration Statement on Form S-8, or
any amendments or supplements thereto, for the registration of deferred
compensation obligations of the Company under The Coca-Cola Company Deferred
Compensation Plan in accordance with the authorization of the Board of
Directors; (ii) any application for registration or qualification (or exemption
therefrom) of such securities under the Blue Sky or other federal or state
securities laws and regulations or the laws and regulations of any governmental
entity outside the United States of America; and (iii) any other document or
instrument deemed necessary or appropriate by any of them in connection with
such application for registration or qualification (or exemption therefrom); and
for the purpose of causing any such registration statement or any subsequent
amendment or supplement to such registration statement to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended.

IN WITNESS WHEREOF, I have hereunto set my hand as of the [ ] day of [ ],
2001.



/s/ Connie D. McDaniel
-----------------------------------
CONNIE D. MCDANIEL
Vice President and Controller
The Coca-Cola Company