EXHIBIT 10.22 - EXEC. PERFORMANCE INCENTIVE PLAN

EXHIBIT 10.22


EXECUTIVE PERFORMANCE INCENTIVE PLAN

OF THE COCA-COLA COMPANY

(adopted by the Compensation Committee February 16, 1994)
(approved by the share owners of the Company April 20, 1994)
(as amended and restated effective January 1, 1995)


I. PLAN OBJECTIVE

The purpose of the Executive Performance Incentive Plan of
The Coca-Cola Company is to promote the interests of The
Coca-Cola Company by providing additional incentive for
participating executive officers who contribute to the
improvement of operating results of the Company and to reward
outstanding performance on the part of those individuals whose
decisions and actions most significantly affect the growth and
profitability and efficient operation of the Company.

II. DEFINITIONS

The terms used herein will have the following meanings:

a. "Plan" means this Executive Performance Incentive Plan
of The Coca-Cola Company.

b. "Code" means the Internal Revenue Code of 1986, as
amended.

c. "Company" means The Coca-Cola Company and any
corporation or other business organization in which the
Company owns, directly or indirectly, at least 25
percent of the voting stock or capital.

d. "Board of Directors" means the Board of Directors of
the Company.

e. "Committee" means the Compensation Committee of the
Board of Directors or a subcommittee thereof consisting
of not less than two members of the Board of Directors.

f. "Opportunity" shall have the meaning set forth in
Section V(a) hereof.

g. "Award" means an award, with adjustments (if any), paid
pursuant to the provisions of the Plan.

h. "Plan Year" means the 12 month period beginning January
1 and ending December 31.

i. "Participant" means an executive officer who is
selected for participation by the Committee.


III. ADMINISTRATION OF THE PLAN

The Committee will have full power and authority to
interpret and administer the Plan in accordance with the rules
and determinations adopted by it.

IV. ELIGIBILITY

Eligibility for participation in the Plan is limited to
executive officers who are selected in the sole discretion of the
Committee. No person is automatically entitled to participate in
the Plan in any Plan Year. Any person who is a Participant for a
particular Plan Year shall be ineligible to participate in the
Annual Performance Incentive Plan of the Company for such Plan
Year.

The fact that an executive officer is eligible to
participate in the Plan in one Plan Year does not assure that
such executive officer will be eligible to participate in any
subsequent year. The fact that an executive officer participates
in the Plan for any Plan Year does not mean that the executive
officer will receive an Award in any Plan Year.

The Committee will determine an executive officer's
participation in the Plan prior to the time when substantial
services as an executive officer relating to the Plan Year are
rendered. In the case of an employee who becomes an executive
officer after the commencement of the Plan Year, the Committee
will determine whether the employee will become a Participant for
the Plan Year during which he became an executive officer.

V. DETERMINATION OF GOALS

a. For each Plan Year, the Committee shall determine a
dollar amount for each Participant which shall represent a
percentage of the Participant's annual salary and level of
responsibility (the "Opportunity"). The Opportunity cannot be
increased for the Plan Year. The Committee shall also, at the
time the Opportunity is determined, construct a matrix in which
one axis shall consist of volume growth as compared to budget and
the other axis shall consist of operating profit growth as
compared to budget for each operating unit. These factors are
given approximate equal weight. The Committee shall construct a
matrix pairing volume growth, although the actual targets for
performance may vary, for each of (i) the Company as a whole,
(ii) the North America Business Sector, and (iii) the
International Business Sector, in each case, with earnings per
share gain. For each matrix, the intersection of axes on each
matrix shall be a percentage which shall be multiplied against
the Opportunity.


In the event that a Participant is assigned an Opportunity
following the time at which Opportunities are normally
established for the Plan Year due to placement in an executive
position after the start of the Plan Year, the Committee will
adopt a matrix with respect to such Opportunity. Volume growth
and earnings per share gain under the matrix will be determined
by comparing (1) volume and earnings per share for the period
commencing on the first day of the calendar month in which the
Participant becomes an executive officer and ending on the last
day of the Plan Year, to (2) volume and earnings per share for
the same calendar months during the preceding Plan Year.

After completion of the Plan Year, volume growth, operating
profit and earnings per share shall be calculated for the
Company, operating units and business sectors as required for the
appropriate period, and applied to the appropriate grids. The
resulting percentage shall then be multiplied against the
Opportunity. The resulting dollar amount shall be further
adjusted by increasing the result by 5% if share of carbonated
soft drink sales (as defined by the Committee at the time of its
determination of Opportunities for the Plan Year) increased for
the business unit covered by the grid by at least 1% and
decreased by 5% if such share decreased by at least 1% of the
prior share.

For the Chief Executive Officer, the President (if any) and
other executive officers with staff functions, the above-
described calculations shall be performed only on the grid
relating to the Company's consolidated results. For the
executive officers having responsibility for the Company's North
America Business Sector and the International Business Sector,
the Award shall be determined 30% by the above calculation
performed on the Company's consolidated results and 70% based on
the results of the matrix for the North America Business Sector
and the International Business Sector, respectively. For an
executive officer who heads an operating unit, his Award shall be
based 20% of the above calculation performed on the matrix for
the Company's consolidated results and 80% based on the matrix
for the operating unit's results. Participants who change
executive positions during the Plan Year and who retain the
Opportunity initially set for them shall have their Award
determined by prorating the portion of the Award that would be
derived under each applicable matrix for the portion of the year
during which such matrix applies to the Participant. If a matrix
does not exist with respect to the Participant's new executive
position, the portion of his Award relating to the new position
shall be determined with reference to the matrix for the
Company's consolidated results.

b. Attainment of performance goals for a particular Plan
Year shall be certified by the Committee and Awards will be paid
for such Plan Year at such time following the end of the Plan
Year as shall be determined by the Committee.


VI. LIMITATION ON AWARDS

No Award for any Plan Year to a Participant shall exceed
$3,000,000.

VII. METHOD OF PAYMENT OF AWARDS

All Awards shall be paid in cash within 60 days of the
certification of performance goals and the resulting
determination of the Award unless the Committee has, prior to the
grant of an Award, received and approved, in its sole discretion,
a request by a Participant to defer receipt of any Award in
accordance with the following options:

a. An option to receive full cash payment at a date,
specified in the request, not less than one year from
the date of the Award nor more than one year after the
Participant's date of retirement; or

b. An option to receive the Award in equal annual
installments over a period, specified in the request,
of not more than 15 years, such period commencing not
less than one year from the date of the Award nor more
than one year after the Participant's date of
retirement.

Any request to defer receipt of an Award shall specify the
particular option chosen. Any amount deferred in accordance with
the above options shall bear interest at the prime rate of Trust
Company Bank as in effect from time to time from the date on
which Awards which have not been deferred in accordance with this
Section VII are paid to the date of payment, but interest shall
in no case constitute interest which is "above-market" as set
forth in Item 402 of Regulation S-K promulgated by the Securities
and Exchange Commission.

The Company has the right to deduct from any payment, in
whole or in part, of an Award, any taxes required to be withheld
with respect to such payment.

A Participant who retires, is granted a leave of absence or
whose employment is otherwise terminated prior to the end of such
Plan Year shall have his Award pro-rated to reflect his actual
term of service. The Committee, in its sole discretion, may
reduce or refuse to pay such pro-rated Award.

Awards and interest thereon, if any, which are due to a
Participant and which remain unpaid at the time of his or her
death shall be paid in full to the executor or administrator of
such Participant's estate within 90 days from the date of the
Participant's death.


VIII. EFFECT ON BENEFIT PLANS

Awards will be included in the computation of benefits under
the Employees' Retirement Plan, Overseas Retirement Plan and
other retirement plans maintained by the Company under which the
Participant may be covered and the Thrift Plan, subject to all
applicable laws and in accordance with the provisions of those
plans.

Awards shall not be included in the computation of benefits
under any Group Life Insurance Plan, Travel Accident Insurance
Plan, Personal Accident Insurance Plan or under Company policies
such as severance pay and payment for accrued vacation, unless
required by applicable laws.

IX. DETERMINATIONS OF THE COMMITTEE

The Committee shall, subject to the provisions of the Plan,
establish such rules and regulations as it deems necessary or
advisable for the proper administration of the Plan, and shall
make determinations and shall take such other action in
connection with or in relation to accomplishing the objectives of
the Plan as it deems necessary or advisable. Each determination
or other action made or taken pursuant to the Plan, including
interpretation of the Plan and the specific conditions and
provisions of the Awards granted hereunder by the Committee shall
be final and conclusive for all purposes and upon all persons
including, but without limitation, the Participants, the Company,
the Committee, the Board of Directors, the officers, the affected
employees of the Company and their respective successors in
interest. The Committee has full discretion to reduce the amount
of any Award or to refuse to pay any Award.

X. AMENDMENT AND TERMINATION

The Board or the Committee may terminate the Plan, in whole or in
part, may suspend the Plan, in whole or in part from time to
time, and may amend the Plan from time to time, including the
adoption of amendments deemed necessary or desirable to correct
any defect or supply an omission or reconcile any inconsistency
in the Plan or in any Award granted hereunder so long as share
owner approval has been obtained if required by Code Section
162(m). No amendment, termination or modification of the Plan
may in any manner affect Awards theretofore granted without the
consent of the Participant unless the Committee has made a
determination that an amendment or modification is in the best
interest of all persons to whom Awards have theretofore been
granted, but in no event may such amendment or modification
result in an increase in the amount of compensation payable
pursuant to such Award.

XI. APPLICABLE LAW

The Plan and all rules and determinations made and taken
pursuant hereto shall be governed by the laws of the State of
Georgia and construed accordingly.


XII. CHANGE IN CONTROL

Except as set forth herein, the Committee has no obligation
to pay any amounts under the Plan to a Participant who leaves the
employ of the Company for any reason. If there is a Change in
Control (as defined in this Section XII) at any time during a
Plan Year, the Committee promptly shall determine the Award which
would have been payable to each Participant under the Plan for
such Plan Year if he had continued to work for the Company for
such entire year and all goals established under Section V had
been met in full for such Plan Year, and such Award multiplied by
a fraction, the numerator of which shall be the number of full
calendar months he is an employee of the Company during such Plan
Year and the denominator of which shall be 12 or the number of
full calendar months the Plan is in effect during such Plan Year,
whichever is less. The payment of a Participant's nonforfeitable
interest in his Award under this Section XII shall be made in
cash as soon as practicable after his employment by the Company
terminates or as soon as practicable after the end of such Plan
Year, whichever comes first.

A "Change in Control", for purposes of this Section XII,
shall mean a change in control of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934 (the "Exchange Act") as in effect on November 15, 1988,
provided that such a change in control shall be deemed to have
occurred at such time as (i) any "person" (as that term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes
the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act) directly or indirectly, of securities representing 20% or
more of the combined voting power for election of directors of
the then outstanding securities of the Company or any successor
of the Company; (ii) during any period of two consecutive years
or less, individuals who at the beginning of such period
constituted the Board of Directors of the Company cease, for any
reason, to constitute at least a majority of the Board of
Directors, unless the election or nomination for election of each
new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the
beginning of the period; (iii) the share owners of the Company
approve any merger or consolidation as a result of which its
stock shall be changed, converted or exchanged (other than a
merger with a wholly-owned subsidiary of the Company) or any
liquidation of the Company or any sale or other disposition of
50% or more of the assets or earning power of the Company; or
(iv) the share owners of the Company approve any merger or
consolidation to which the Company is a party as a result of
which the persons who were share owners of the Company
immediately prior to the effective date of the merger or
consolidation shall have beneficial ownership of less than 50% of
the combined voting power for election of directors of the
surviving corporation following the effective date of such merger
or consolidation; provided, however, that no Change in Control
shall be deemed to have occurred if, prior to such time as a
Change in Control would otherwise be deemed to have occurred, the
Board of Directors determines otherwise.