EXHIBIT 10.9 - 1991 STOCK OPTION PLAN

EXHIBIT 10.9


THE COCA-COLA COMPANY

1991 STOCK OPTION PLAN
as amended on February 15, 1995

SECTION 1. PURPOSE

The purpose of the 1991 Stock Option Plan of The Coca-Cola Company (the
"Plan") is to advance the interest of The Coca-Cola Company (the "Company") and
its Affiliates (as defined in Section 4 hereof) by encouraging and enabling the
acquisition of a financial interest in the Company by officers and other key
employees of the Company or its Affiliates. In addition, the Plan is intended to
aid the Company and its Affiliates in attracting and retaining key employees, to
stimulate the efforts of such employees and to strengthen their desire to remain
in the employ of the Company and its Affiliates.

The Company may grant stock options which constitute "incentive stock
options" ("ISOs") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), or stock options which do not constitute ISOs
("NSOs") (ISOs and NSOs being hereinafter collectively referred to as
"Options"). The Company may grant certain officers of the Company stock
appreciation rights ("Rights") for use in connection with Options or with other
stock options granted by the Company.

SECTION 2. ADMINISTRATION

The Plan shall be administered by a committee (the "Committee") appointed
by the Board of Directors of the Company (the "Board") from among its members.
Unless and until its members are not qualified to serve on the Committee
pursuant to the provisions of the Plan, the Compensation Committee of the Board
shall function as the Committee. Eligibility requirements for members of the
Committee shall comply with Rule 16b-3 promulgated pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), or any successor rule or
regulation. No person, other than members of the Committee, shall have any
discretion concerning decisions regarding the Plan. The Committee shall
determine the key employees of the Company and its Affiliates (including
officers, whether or not they are directors) to whom, and the time or times at
which, Options and Rights will be granted, the number of shares to be subject to
each Option, the duration of each Option or Right, the time or times within
which the Option or Right may be exercised, the cancellation of the Option or
Right (with the consent of the holder thereof) and the other conditions of the
grant of the Option or Right at grant or while outstanding pursuant to the terms
of the Plan. The provisions and conditions of the Options and Rights need not be
the same with respect to each optionee or with respect to each Option or each
Right.

The Committee may, 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 may make determinations and may take such other
action in connection with or in relation to 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 Options and Rights granted hereunder by the Committee shall be
final and conclusive for all purposes and upon all persons including, but
without limitation, the Company, its Affiliates, the Committee, the Board,
officers and the affected employees of the Company and/or its Affiliates and
their respective successors in interest.



SECTION 3. STOCK

The stock to be issued, transferred and/or sold under the Plan shall be
shares of Common Stock, $.25 par value, of the Company (the "Stock"). The Stock
shall be made available from authorized and unissued Common Stock of the Company
or from the Company's treasury shares. The total number of shares of Stock that
may be issued or transferred under the Plan pursuant to Options and Rights
granted thereunder may not exceed 38,470,628 shares (subject to adjustment as
described below) as of February 20, 1995. This number represents the number of
shares originally authorized in the Plan, adjusted for a 2-for-1 stock split
which occurred on May 1, 1992 in accordance with Section 10, less the number
of shares already issued or subject to outstanding Options or Rights issued
pursuant to the Plan as of February 20, 1995. Such number of shares shall be
subject to adjustment in accordance with Section 10 hereof and this Section
3. Stock subject to any unexercised portion of an Option or Right which
expires or is cancelled, surrendered or terminated for any reason may again
be subject to Options and/or Rights granted under the Plan. Upon surrender of
an Option or stock option granted under any other plan heretofore or hereafter
adopted by the Company and the exercise of a Right, the number of shares of
Stock subject to the surrendered Option or stock option shall be charged
against the maximum number of shares of Stock issuable or transferable
under the Plan or the stock option plan pursuant to which the surrendered
Option or stock option was granted, and such number of shares of Stock shall
not be issuable or transferable under such Plan or plan in the future. The
surrender of any stock option issued other than pursuant to a stock option
plan pursuant to the exercise of a Right shall not result in a charge against
the maximum number of shares issuable or transferable under the Plan or any
other stock option plan.

SECTION 4. ELIGIBILITY

Options and Rights may be granted to employees of the Company and its
Affiliates. The term "Affiliates" shall mean any corporation or other business
organization in which the Company owns, directly or indirectly, 25% or more of
the voting stock or capital at the time of the granting of such Option or Right;
provided, however, that no ISO may be granted to any employee of an Affiliate
which is not a corporation or to any employee of an Affiliate which is not at
least 50% owned, directly or indirectly, by the Company. Any ISOs held by an
optionee of an Affiliate which ceases to be 50% owned will become NSOs three (3)
months after the date that the Company's ownership of the Affiliate falls below
50%. If ownership falls below 25% an optionee will be considered terminated for
purposes of Section 8 on the date that the Company's ownership of the Affiliate
falls below 25%. No employee shall be granted the right to acquire pursuant to
Options granted under the Plan more than 15% of the aggregate number of shares
of Stock originally authorized under the Plan, as adjusted pursuant to Section
10 hereof.

SECTION 5. AWARDS OF OPTIONS

Except as otherwise specifically provided herein, Options granted pursuant
to the Plan shall be subject to the following terms and conditions:



(a) Option Price. The option price shall be 100% of the fair market
value of the Stock on the date of grant. The fair market value of a share
of Stock shall be the average of the high and low market prices at which a
share of Stock shall have been sold on the date of grant, or on the next
preceding trading day if such date was not a trading date, as reported on
the New York Stock Exchange Composite Transactions listing.

(b) Payment. The option price shall be paid in full at the time of
exercise. No shares shall be issued or transferred until full payment has
been received therefor. Payment may be in cash or, with the prior approval
of and upon conditions established by the Committee, by delivery of shares
of Stock owned by the optionee. The optionee, if a U.S. taxpayer, may elect
to satisfy Federal, state and local income tax liabilities due by reason of
the exercise by the withholding or tendering of shares of Stock. If payment
or satisfaction of such tax liabilities is made by the delivery of shares
of Stock, the value of the shares delivered (or withheld in the case of tax
withholding for U.S. taxpayers) shall be computed on the basis of the
average of the high and low market prices at which a share of Stock shall
have been sold on the date the optionee elects to deliver shares of Stock
upon exercise of an Option, or tenders shares of Stock or has shares of
Stock withheld in the case of tax withholding, or on the next preceding
trading day if such date was not a trading day, as reported on the New York
Stock Exchange Composite Transactions listing.

(c) Duration of Options. The duration of Options shall be determined
by the Committee, but in no event shall the duration of an Option exceed
ten (10) years from the date of its grant.

(d) Other Terms and Conditions. Options may contain such other
provisions, not inconsistent with the provisions of the Plan, as the
Committee shall determine appropriate from time to time; provided,
however, that, except in the event of a "Change in Control", death
or disability of the optionee or "Retirement", as defined in Section
8, no Option shall be exercisable in whole or in part for a period of
twelve (12) months from the date on which the Option is granted, and,
subject to the provisions of Section 8 hereof, thereafter the ratio of
the number of shares for which any such Option is exercisable through
any given date may not exceed the ratio of the number of months between
the date on which the Option is granted and such given date to a period
of thirty-six (36) months (or such lesser period as may be then or later
determined by the Committee is its discretion). The grant of an Option
and/or Right to any employee shall not affect in any way the right of
the Company and any Affiliate to terminate the employment of the holder
thereof.

(e) ISOs. The Committee, with respect to each grant of an Option
to an optionee, shall determine whether such Option shall be an ISO,
and, upon determining that an Option shall be an ISO, shall designate
it as such in the written instrument evidencing such Option. If the
written instrument evidencing an Option does not contain a designation
that it is an ISO, it shall not be an ISO.

The aggregate fair market value (determined in each instance on the date on
which an ISO is granted) of the Stock with respect to which ISOs are first
exercisable by any optionee in any calendar year shall not exceed $100,000 for
such optionee. If any subsidiary or Affiliate of the Company shall adopt a stock
option plan under which options constituting incentive stock options (as defined
in Section 422(b) of the Code) may be granted, the fair market value of the



Stock on which any such incentive stock options are granted and the times at
which such incentive stock options will first become exercisable shall be taken
into account in determining the maximum amount of ISOs which may be granted to
the optionee in any calendar year.

SECTION 6. AWARDS OF RIGHTS

The Committee may, at any time and in its discretion, grant to any officer
of the Company who is awarded or who holds an outstanding Option or any other
outstanding stock option granted by the Company the right to surrender such
Option (to the extent any Option or such other stock option is otherwise
exercisable) and to receive from the Company an amount equal to the excess, if
any, of the fair market value of the Stock with respect to which such Option is
surrendered on the date of such surrender over the option price of the Option or
other stock option surrendered. No ISO may be surrendered in connection with the
exercise of a Right unless the fair market value of the Stock subject to the ISO
is greater than the option price for such Stock. Payment by the Company of the
amount receivable upon any exercise of a Right may be made by the delivery of
Stock or cash or any combination of Stock and cash, as determined in the sole
discretion of the Committee from time to time. No fractional shares shall be
used. The Committee may provide for the elimination of fractional shares of
Stock without adjustment or for the payment of the value of such fractional
shares in cash. Shares of Stock of the Company delivered to the optionee upon
the exercise of a Right and the surrender of the Option or stock option shall be
valued at the fair market value of a share of Stock on the date the right is
exercised and the Option or stock option is surrendered. The Committee may limit
the period or periods during which the Rights may be exercised and may provide
such other terms and conditions (which need not be the same with respect to each
optionee) under which a Right may be granted and/or exercised. A Right may be
exercised only as long as the related Option or stock option is exercisable;
provided, however, that no Right may be exercised and cash paid in partial or
complete satisfaction thereof during the first six (6) months following the date
of grant of the Right and related Option. In no event may a Right be exercised
more than ten (10) years after the date of the grant of the Right and the
related Option or stock option. The fair market value of a share of Stock shall
be the average of the high and low market prices at which a share of Stock shall
have been sold on the date the Option or the stock option is surrendered or on
the next preceding trading day, if such date is not a trading day, as reported
on the New York Stock Exchange Composite Transactions listing.

SECTION 7. NONTRANSFERABILITY OF OPTION AND RIGHT

No Option or Right granted pursuant to the Plan shall be transferable
otherwise than by will or by the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined by the Code. During the
lifetime of an optionee, the Option and Right shall be exercisable only by
the optionee personally or by the optionee's legal representative.

SECTION 8. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH, RETIREMENT OR A CHANGE
IN CONTROL

(a) Acceleration. If an optionee's employment with the Company and/or its
Affiliates shall be terminated by reason of death, disability or Retirement or
in the event of a Change in Control, all Options held by the optionee shall
become exercisable. Death or disability of the optionee occurring after



termination of employment with the Company and/or its Affiliates shall not cause
any Options to become exercisable. As used in the Plan, the term "disabled"
shall have the meaning set forth in the Company's Long Term Disability Income
Plan. "Retirement", as used herein, shall mean an employee's termination of
employment on a date which is on or after the earliest date on which such
employee would be eligible for an immediately payable benefit pursuant to (i)
for those employees eligible for participation in the Company's Supplemental
Retirement Plan, the terms of that Plan and (ii) for all other employees, the
terms of the Employees Retirement Plan (the "ERP") assuming such employee were
eligible to participate in the ERP. "Retire" shall mean to enter Retirement.

A "Change in Control" shall mean a change in control of a nature that would
be required to be reported in response to item (6e) of Schedule 14A of
Regulation 14A promulgated under the 1934 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 1934 Act), is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the 1934 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 (2) 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 shareholders
of the Company approve any merger or consolidation as a result of which the
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 shareholders of the Company approve any merger or
consolidation to which the Company is a party as a result of which the persons
who were shareholders 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
times as a Change in Control would otherwise be deemed to have occurred, the
Board of Directors determines otherwise.

(b) Exercise Period. If an optionee's employment with the Company and/or
its Affiliates shall be terminated for any reason, except death, disability or
Retirement to the extent the Option was exercisable by the optionee at the date
of such termination of employment, the optionee shall be entitled to exercise
the Option for the period of six (6) months from the date of such termination of
employment unless the Option by its terms expires prior thereto, except as
otherwise provided herein.

If an optionee shall become disabled while an employee of the Company or
any Affiliate or within six (6) months after the date of termination of
employment with the Company or any Affiliate but prior to the expiration of the
Option, or if an optionee shall Retire, the retired optionee, the transferee of
the Option pursuant to Section 7 or the disabled employee shall have the right
to exercise the Option, and the right to exercise the Option shall terminate as
provided by the terms of the Option. If an optionee shall die while an employee
of the Company or any Affiliate or within six (6) months from the date of
termination of employment with the Company or any Affiliate but prior to the



expiration of the Option, the executor or administrator of the optionee's estate
or a transferee of the Option pursuant to Section 7 shall have the right to
exercise the Option, and the right to exercise the Option shall terminate upon
the earliest of (i) the expiration of twelve (12) months from the date of such
termination of employment, (ii) the expiration of twelve(12) months from the
date of the optionee's death, or (iii) as otherwise provided by the terms of
the Option. The occurrence of a Change in Control shall have no effect on the
duration of the exercise period.

Whether military or other government or eleemosynary service or other leave
of absence will constitute termination of employment shall be determined in each
case by the Committee in its sole discretion.

Notwithstanding the foregoing termination provisions, the Committee may, in
its sole discretion, establish different terms and conditions pertaining to the
effect of an Optionee's termination on the expiration or exercisability of newly
granted options or (with the consent of the affected Optionee) outstanding
options. However, no Option or Right can have a term of more than ten years.

SECTION 9. NO RIGHTS AS A SHAREHOLDER

An optionee or a transferee of an optionee pursuant to Section 7 shall have
no right as a shareholder with respect to any Stock covered by an Option or
receivable upon the exercise of an Option or Right until the optionee or
transferee shall have become the holder of record of such Stock, and no
adjustments shall be made for dividends in cash or other property or other
distributions or rights in respect to such Stock for which the record date is
prior to the date on which the optionee or transferee shall have in fact become
the holder of record of the share of Stock acquired pursuant to the Option or
Right.

SECTION 10. ADJUSTMENT IN THE NUMBER OF SHARES AND IN OPTION PRICE

In the event there is any change in the shares of Stock through the
declaration of stock dividends, or stock splits or through recapitalization or
merger or consolidation or combination of shares or spin-offs or otherwise, the
Committee or the Board shall make such adjustment, if any, as it may deem
appropriate in the number of shares of Stock available for Options and Rights as
well as the number of shares of Stock subject to any outstanding Option or Right
and the option price thereof. Any such adjustment may provide for the
elimination of any fractional shares which might otherwise become subject to any
Option or Right without payment therefor.

SECTION 11. AMENDMENTS, MODIFICATIONS AND TERMINATION OF THE PLAN

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 qualify the Options and/or Rights under the laws of various
countries (including tax laws) and under rules and regulations promulgated by
the Securities and Exchange Commission with respect to employees who are subject
to the provisions of Section 16 of the 1934 Act, or to correct any defect or
supply an omission or reconcile any inconsistency in the Plan or in any Option
or Right granted thereunder, or for any other purpose or to any effect permitted
by applicable laws and regulations, without the approval of the shareholders of



the Company. However, in no event may additional shares of Stock be allocated to
the Plan or any outstanding option be repriced or replaced without shareholder
approval. Without limiting the foregoing, the Board of Directors or the
Committee may make amendments applicable or inapplicable only to participants
who are subject to Section 16 of the 1934 Act.

No amendment or termination or modification of the Plan shall in any manner
affect any Option or Right theretofore granted without the consent of the
optionee, except that the Committee may amend or modify the Plan in a manner
that does affect Options or Rights theretofore granted upon a finding by the
Committee that such amendment or modification is in the best interest of holders
of outstanding Options or Rights affected thereby. Grants may be made until
April 19, 2001. The Plan shall terminate when there are no longer Rights or
Options outstanding under the Plan unless earlier terminated by the Board or by
the Committee.

SECTION 12. GOVERNING LAW

The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.