11-K: Annual report of employee stock purchase, savings and similar plans

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________

FORM 11-K
______________

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______


Commission File No. 001-02217


THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
(Full title of the plan)



THE COCA-COLA COMPANY
(Name of issuer of the securities held pursuant to the plan)


One Coca-Cola Plaza
Atlanta, Georgia 30313
(Address of the plan and address of issuer's principal executive offices)



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THE COCA-COLA COMPANY
THRIFT & INVESTMENT PLAN

Financial Statements
As of December 31, 2003 and 2002
and for the Year Ended December 31, 2003
Together with Independent Auditors' Report











THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN

Financial Statements and Schedules
As of December 31, 2003 and 2002
and for the Year Ended December 31, 2003


Table of Contents


Page
----

Independent Auditors' Report 1


Statements of Net Assets Available for Benefits 2


Statement of Changes in Net Assets Available for Benefits 3


Notes to Financial Statements 4




Supplemental Schedules
----------------------


Schedule H, line 4i - Schedule of Assets (Held at End of Year) 11


Schedule H, line 4j - Schedule of Reportable Transactions 14




BANKS, FINLEY, WHITE & CO.
CERTIFIED PUBLIC ACCOUNTANTS


To The Coca-Cola Company
Benefits Committee
The Coca-Cola Company
Atlanta, Georgia

Independent Auditors' Report
----------------------------

We have audited the accompanying statements of net assets available for benefits
of The Coca-Cola Company Thrift & Investment Plan (the "Plan") as of December
31, 2003 and 2002 and the related statement of changes in net assets available
for benefits for the year ended December 31, 2003. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of The Coca-Cola
Company Thrift & Investment Plan as of December 31, 2003 and 2002 and the
changes in net assets available for benefits for the year ended December 31,
2003, in conformity with accounting principles generally accepted in the United
States of America.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
at end of year and reportable transactions are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplemental information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

/s/ BANKS, FINLEY, WHITE & CO.

June 18, 2004


1



THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN

Statements of Net Assets Available for Benefits
December 31, 2003 and 2002


2003 2002
---- ----

ASSETS

Investments (Notes 3 and 4) $ 1,565,707,561 $ 1,348,419,648

Accrued interest receivable 114,549 108,590

Due from broker for securities sold 534,742 128,599
--------------- ---------------

NET ASSETS AVAILABLE FOR BENEFITS $ 1,566,356,852 $ 1,348,656,837
=============== ===============












The accompanying notes are an integral part of the financial statements.


2



THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN

Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2003


ADDITIONS TO NET ASSETS ATTRIBUTED TO:

Investment income:
Dividend income $ 18,039,427
Interest income 10,371,444
---------------
Total investment income 28,410,871
---------------

Contributions:
Employer 20,172,338
Participants 55,408,052
Rollovers from other qualified plans 4,600,623
---------------
Total contributions 80,181,013
---------------

Net appreciation in fair value of
investments (Note 3) 209,942,499
---------------

Total additions 318,534,383
---------------

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:

Distributions to Participants 102,222,987
---------------

Total deductions 102,222,987
---------------

TRANSFERS IN:

Merger of qualified retirement plan (Note 5) 1,388,619
---------------

Net increase in net assets available for benefits 217,700,015

Net assets available for benefits, beginning of year 1,348,656,837
---------------

NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $ 1,566,356,852
===============



The accompanying notes are an integral part of the financial statements.


3



THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN

Notes to Financial Statements
December 31, 2003 and 2002


Note 1 - Description of Plan
- ----------------------------

General

The Coca-Cola Company Thrift & Investment Plan (the "Plan") is a defined
contribution pension plan covering a majority of the domestic employees of The
Coca-Cola Company and its participating subsidiaries (the "Company"), with the
exception of employees represented by bargaining units which have not negotiated
coverage and others listed in the Plan document. Eligible employees may begin
participating in the Plan upon hire with the Company. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as
amended.

Contributions

The election to contribute to the Plan by employees ("Participants") is
voluntary. Participant contributions are in the form of payroll deductions with
the Company currently contributing an amount equal to 100% of the first 3% of
compensation contributed by a Participant, subject to certain limitations
imposed by the Internal Revenue Code (IRC).

Participants may contribute to the Plan with "Before-Tax" dollars or "After-Tax"
dollars. "Before-Tax" contributions are not subject to current federal income
taxes but are subject to Federal Insurance Contributions Act (FICA) taxes.
"Before-Tax" and "After-Tax" contributions are limited in total to 25% of
compensation, subject to certain limitations. For 2003, the maximum "Before-Tax"
annual contribution amount under the IRC was $12,000.

As a result of the Economic Growth and Tax Relief Reconciliation Act (EGTRRA) of
2001, Participants who are age 50 or older by the end of the year may make
additional "catch-up" contributions with "Before-Tax" dollars provided certain
Plan or Internal Revenue Service limits have been met. For 2003, the maximum
"catch-up" contribution amount was $2,000.

All contributions are paid to a trustee and are invested as directed by
Participants and the Company. Participants may direct their
contributions into any of 27 separate investment options, which include the
following:

Common stock of The Coca-Cola Company

Government Fund - A money market fund investing in securities issued by,
or guaranteed by, the U.S. government, U.S. government agencies, and U.S.
government-sponsored agencies.


4



Notes to Financial Statements (Continued)


Note 1 - Description of Plan (Continued)
- ----------------------------------------

Retirement Preservation Trust (Blend) Fund - A collective trust fund
investing in Guaranteed Investment Contracts, obligations of U.S.
government and U.S. government agency securities, and money market
securities.

Intermediate Term Bond Funds - Four mutual funds investing in a
diversified portfolio of bonds issued by U.S. and foreign companies as
well as U.S. and foreign governments.

Balanced Funds - Three mutual funds investing in a targeted mixture of
stocks and bonds.

Large-Cap Stock Funds - Seven mutual funds investing in a diversified
portfolio of stocks and generally maintaining a median market
capitalization in excess of $5 billion.

Mid-Cap Stock Fund - One mutual fund investing in a diversified
portfolio of stocks and maintaining a median market capitalization
between $2 billion and $5 billion.

Small-Cap Stock Funds - Four mutual funds investing in a diversified
portfolio of stocks and maintaining a median market capitalization of
less than $2 billion.

International Stock Funds - Five mutual funds investing in a
diversified portfolio of stocks of companies located outside the U.S.
or a combination of stocks of U.S. companies and foreign companies.

All Company contributions are invested in common stock of The Coca-Cola Company.

Participants are allowed to transfer rollover contributions from other qualified
retirement plans or Individual Retirement Accounts into the Plan.

Vesting

Participants hired before April 1, 2002 are immediately vested in their salary
deferral contributions, Company matching contributions and related earnings.
Participants hired after March 31, 2002 are immediately vested in their salary
deferral contributions and related earnings, while vesting in Company matching
contributions is based on a graduated schedule over a three year period as
follows: 33% after one year of service, 67% after two years of service and 100%
after three years of service. Company matching contributions that are forfeited
will be used to cover administrative costs of the Plan.


5


Notes to Financial Statements (Continued)


Note 1 - Description of Plan (Continued)
- ----------------------------------------

Valuation of Participant Accounts

Participant account balances are valued based upon the number of units of each
investment fund credited to Participant accounts, with the exception of account
balances invested in common stock of The Coca-Cola Company which are valued
based upon the number of shares of stock credited to Participant accounts. Units
are revalued on a daily basis to reflect earnings and other transactions. Shares
of common stock of The Coca-Cola Company are revalued on a daily basis to
reflect changes in fair value. Participant accounts are updated on a daily basis
to reflect transactions affecting account balances.

Participant Loans

Participants may borrow from their account balances subject to certain
limitations. Pursuant to Section 402 of the Sarbanes-Oxley Act of 2002 (the
"Act"), Participants who are "executive officers," as defined by the Act, are
not allowed to borrow from their account balance. Participant loans may be taken
from a combination of "Before-Tax," "After-Tax," and rollover account balances.

The following applies to Participant loans:

(a) The maximum amount that a Participant may borrow is the lesser of 50%
of their account balance or $50,000. The $50,000 maximum is reduced by
the Participant's highest outstanding loan balance on any loans during
the preceding 12 months.
(b) The minimum loan amount is $1,000.
(c) The loan interest rate is the prime rate as published in The Wall
Street Journal at the inception of the loan.
(d) The loan repayment period is limited to 60 months for a general purpose
loan and 180 months for a loan used to purchase or build a principal
residence.

Employee Stock Ownership Plan

The portion of the Plan invested in common stock of The Coca-Cola Company is
designated as an employee stock ownership plan ("ESOP") within the meaning of
Internal Revenue Code Section 4975(e)(7). Due to the ESOP designation,
Participants invested in common stock of The Coca-Cola Company may elect to
receive their entire dividend amount as a cash payment made directly to them
rather than have the dividend amount reinvested in their Plan account. The total
amount of dividends paid directly to Participants making this election was
$1,239,827 during 2003. These dividends pass through the Plan to Participants
and, therefore, are not included in Dividend Income on the Statement of Changes
in Net Assets Available for Benefits.


6



Notes to Financial Statements (Continued)


Note 1 - Description of Plan (Continued)
- ----------------------------------------

Payment of Benefits

Upon retirement, termination or disability, Participants may choose to receive
payment from the Plan in a lump-sum distribution, installments or in partial
payments (a portion paid in a lump sum, and the remainder paid later).

Administration

The Plan is administered by The Coca-Cola Company Benefits Committee (the
"Committee") which, as administrator, has substantial control of and discretion
over the administration of the Plan. All administrative expenses of the Plan
were paid by the Company during 2003.

Plan Termination

The Company expects the Plan to be continued indefinitely but reserves the right
to terminate the Plan or to discontinue its contributions to the Plan at any
time, by written approval from the Committee. In the event of termination, the
Committee may either:

(a) continue the trust for as long as it considers advisable, or
(b) terminate the trust, pay all expenses from the trust fund, and direct
the payment of Participant account balances, either in the form of
lump-sum distributions, installment payments, or any other form
selected by the Committee.

Additional information about the Plan is available from the Company's Employee
Benefits Department.

Note 2 - Significant Accounting Policies
- ----------------------------------------

Basis of Accounting

The financial statements of the Plan are maintained on an accrual basis.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires Plan management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results may differ from those estimates.


7



Notes to Financial Statements (Continued)


Note 2 - Significant Accounting Policies (Continued)
- ----------------------------------------------------

Valuation of Investments

Short-term investments are stated at cost, which approximates fair value. The
investments in common stock of The Coca-Cola Company and the mutual funds are
stated at fair value based upon quoted prices in active markets at the last
reported sales price on the last business day of the Plan year. Participant
loans are valued based upon remaining unpaid principal balance plus any accrued
but unpaid interest.

The Guaranteed Investment Contracts within the Retirement Preservation Trust
(Blend) Fund are reported at contract value, which is equivalent to fair value.
Contract value represents contributions made under the contracts, plus earnings,
less withdrawals and administrative expenses. These investment contracts are
fully-benefit responsive, which means Participants may ordinarily direct the
withdrawal or transfer of all or a portion of their investment at contract
value. There are no reserves against contract value for credit risk of the
contract issuer or otherwise. Both the weighted-average yield and crediting
interest rates for the contracts were 7.06% for 2003 and 6.70% for 2002.

Note 3 - Investments
- --------------------

The fair value of investments at December 31 is as follows:

2003 2002
---- ----

Participant-directed investments $ 983,979,981 $ 825,773,709
Nonparticipant-directed investments 581,727,580 522,645,939
--------------- ---------------
$ 1,565,707,561 $ 1,348,419,648
=============== ===============

The fair value of individual investments that represent 5% or more of the Plan's
net assets at December 31 is as follows:

2003 2002
---- ----

Common stock of The Coca-Cola Company $ 1,082,081,553 $ 988,729,132
Retirement Preservation Trust $ 122,875,844 $ 102,837,291
S&P 500 Stock Fund $ 103,940,061 $ 73,563,861

Investments in common stock of The Coca-Cola Company include both
participant-directed and nonparticipant-directed investments.


8



Notes to Financial Statements (Continued)


Note 3 - Investments (Continued)
- --------------------------------

During 2003, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in fair value (as
determined by quoted market price) by $209,942,499 as follows:

Common stock of The Coca-Cola Company $ 148,424,183
Mutual funds 61,518,316
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$ 209,942,499
=============

Note 4 - Nonparticipant-Directed Investments
- --------------------------------------------

Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:

December 31, December 31,
2003 2002
------------- -------------

Net assets, at fair value:
Common stock of The Coca-Cola Company $ 581,727,580 $ 522,645,939

Year ended
December 31, 2003
-----------------

Changes in net assets:
Contributions $ 20,172,338
Dividends 9,625,923
Net appreciation 78,842,343
Distributions to Participants (39,920,367)
Transfers to other investment funds (9,638,596)
------------
Net increase in net assets $ 59,081,641
============

Note 5 - Plan Merger
- --------------------

On December 30, 2002, the Company purchased all of the issued and outstanding
shares of common stock of POKKA USA, Inc. ("POKKA") and POKKA thereby became a
wholly owned subsidiary of the Company. Effective July 23, 2003, the POKKA USA
Inc. 401(k) Savings Plan ("POKKA Plan"), with fair market value of assets of
$1,388,619, was merged into the Plan. In accordance with Internal Revenue Code
Section 401(a)(12), any post-merger benefits must be equal to or greater than
the benefits available if the POKKA Plan had terminated immediately before the
merger.


9



Notes to Financial Statements (Continued)


Note 6 - Transactions with Party-in-Interest
- --------------------------------------------

During 2003, the Plan had the following transactions relating to common stock of
The Coca-Cola Company:

Shares Fair Value Realized Gain
------ ---------- -------------

Purchases 1,520,729 $ 66,619,240 -
Sales 2,752,053 $ 122,930,817 $ 49,934,069
Dividends Received - $ 18,039,427 -

In addition, the Plan held the following investments in common stock of The
Coca-Cola Company:

Shares Fair Value
------ ----------
December 31, 2003 21,321,804 $ 1,082,081,553
December 31, 2002 22,553,128 $ 988,729,132

The Plan's investments in the Retirement Preservation Trust, Government Fund,
Small Cap Index Fund, Aggregate Bond Index Fund, International Index Fund, Basic
Value Fund, Small Cap Value Fund, Fundamental Growth Fund, Long-Term Growth
Fund, All-Equity Fund, and Growth and Income Fund, and Cash Management Account
are managed by Merrill Lynch Investment Managers. Merrill Lynch Trust Company is
the Trustee as defined by the Plan and, therefore, the transactions in these
funds qualify as party-in-interest.

Note 7 - Income Tax Status
- --------------------------

The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code of 1986 (the "IRC") and is, therefore, not
subject to tax under present income tax laws. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification. On
January 31, 2002, the Plan administrator filed a request with the Internal
Revenue Service for a new determination letter. In response to this request, the
Plan administrator obtained a determination letter dated March 25, 2003, in
which the Internal Revenue Service stated that the Plan, as designed at the time
of filing the request, was in compliance with the applicable requirements of the
IRC. The Plan has been amended subsequent to filing the request. However, the
Plan administrator and the Plan's tax counsel believe the Plan is currently
designed and being operated in compliance with the applicable requirements of
the IRC.


10




THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
EIN: 58-0628465 PN: 002

Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2003