AMENDED 1991 STOCK OPTION PLAN

EXHIBIT 10.2


THE COCA-COLA COMPANY
1991 STOCK OPTION PLAN
as amended through April 20, 1999

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 Related Companies (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 Related
Companies. In addition, the Plan is intended to aid the Company and its
Related Companies 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 Related Companies.

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") or in
accordance with Section 7, Article III of the By-Laws of the Company (as
amended through October 17, 1996) 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 Related Companies (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 Related
Companies, the Committee, the Board, officers and the affected employees of
the Company and/or its Related Companies 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 59,551,338 shares
(subject to adjustment as described below). 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 and subsequently
for a 2-for-1 stock split which occurred on May 1, 1996 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 October 1,
1996. 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 Related Companies. The terms "Related Company" or "Related Companies"
shall mean corporation(s) or other business organization(s) in which the
Company owns, directly or indirectly, 20% 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 a Related Company
which is not a corporation or to any employee of a Related Company which is
not at least 50% owned, directly or indirectly, by the Company. Any ISOs
held by an optionee of a Related Company which ceases to be 50% owned will
become NSOs three (3) months after the date that the Company's ownership of
the Related Company falls below 50%. If ownership falls below 20% an
optionee will be considered terminated for purposes of Section 8 on the
date that the Company's ownership of the Related Company falls below 20%.
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, except as provided in the next sentence. For
exercises of ISOs granted on or after October 15, 1998, and
exercises of NSOs, if such exercises are executed by Merrill Lynch,
Pierce, Fenner & Smith using the cashless method, the exercise
price shall be paid in full no later than the close of business on
the third business day following the exercise. "Business day"
means a day on which the New York Stock Exchange is open for
securities trading.

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.

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If shares are delivered to pay the option price or if shares are
withheld for U.S. taxpayers to satisfy such tax liabilities, the
value of the shares delivered or withheld shall be computed on the
basis of the reported market price at which a share of Stock most
recently traded prior to the time the exercise order was processed.
Such price will be determined by reference to 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" or disability of the optionee, as both are defined in
Section 8, or death of the optionee 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 in 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 Related Company 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 Related Company 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

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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. 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 Related Companies shall be terminated by reason of death or
disability or in the event of a Change in Control, all Options held by the
optionee shall become exercisable. If an optionee's employment with the
Company and/or its Related Companies shall be terminated by reason of
Retirement (as defined below), all Options held by the optionee for at
least twelve full calendar months prior to Retirement shall become
exercisable. Death or disability of the optionee occurring after
termination of employment with the Company and/or its Related Companies
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 Employee
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 Related Companies 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.

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If an optionee shall become disabled while an employee of the
Company or any Related Company or within six (6) months after the date of
termination of employment with the Company or any Related Company 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 Related Company or within six (6) months from the date of termination
of employment with the Company or any Related Company 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.

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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.

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