AMENDED EXECUTIVE PERF. INCENTIVE PLAN

EXHIBIT 10.5


EXECUTIVE PERFORMANCE INCENTIVE PLAN

OF THE COCA-COLA COMPANY

as amended and restated effective April 21, 1999


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 and senior 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 20% of the voting stock or capital.

d. "Board of Directors" means the Board of Directors of The Coca-Cola
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" will 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 or senior 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 will be
automatically entitled to participate in the Plan in any Plan Year. Any person
who has been designated a Participant for a particular Plan Year will be
ineligible to participate in the Annual Performance Incentive Plan of the
Company for such Plan Year.


The fact that an executive or senior officer has been designated eligible
to participate in the Plan in one Plan Year does not assure that such 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
such officer will receive an Award in any Plan Year.

The Committee will determine an executive or senior officer's participation
in the Plan prior to the time when substantial services as an executive or
senior officer relating to the Plan Year are rendered. In the case of an
employee who becomes an executive or senior 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 or senior
officer.


V. DETERMINATION OF GOALS

a. Within 90 days after the beginning of each Plan Year, the Committee will
determine a dollar amount for each Participant which will represent a percentage
of the Participant's annual salary and level of responsibility (the
"Opportunity") for that Plan Year. The Opportunity cannot be increased for the
Plan Year. The Committee will also, at the time the Opportunity is determined,
construct a matrix in which one axis will consist of volume growth as compared
to budget and the other axis will consist of the change in earnings per share of
the Common Stock of The Coca-Cola Company from the immediately prior Plan Year
to the current Plan Year. These factors are given approximate equal weight. The
Committee will construct a matrix pairing volume growth, although the actual
targets for performance may vary, for each of (i) the Company as a whole, and
(ii) other operating groups of the Company as specified by the Committee in each
case, with earnings per share change. For each matrix, the intersection of axes
on each matrix will be a percentage which will 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 or senior 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 or
senior 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 will be calculated for the Company and for operating groups
as required for the appropriate period, and applied to the appropriate matrices.
The resulting percentage will then be multiplied against the Opportunity. The
resulting dollar amount will 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
Company or the operating group 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 will be
performed only on the matrix relating to the Company's consolidated results. For
the executive or senior officers whose responsibilities fall under the specified
operating groups of the Company, the Award will 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 relevant operating groups. Participants who change
executive positions during the Plan Year and who retain the Opportunity
initially set for them will 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 or senior
position, the portion of his Award relating to the new position will be
determined with reference to the matrix for the Company's consolidated results.

b. Attainment of performance goals for a particular Plan Year will 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 will be determined by the

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Committee. The date on which the Committee certifies the attainment of
performance goals and determines the Awards is called the "Award
Certification Date."


VI. LIMITATION ON AWARDS

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


VII. METHOD OF PAYMENT OF AWARDS

All Awards will be paid in cash within 60 days of the Award Certification
Date unless the Committee has, no later than the grant of an Award, received
and, in its sole discretion, approved 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 Award Certification Date nor
more than one year after the Award Certification Date.

Any request to defer receipt of an Award will specify the particular option
chosen. Any amount deferred in accordance with the above options will bear
interest at the prime rate of SunTrust Bank, Atlanta 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 will in no
case constitute interest which is "above-market" as set forth in Item 402 of
Regulation S-K (or any successor provision) promulgated by the Securities and
Exchange Commission.

The Company will have 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 will 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 will 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 Employee
Retirement Plan, Overseas Retirement Plan and other retirement plans maintained
by the Company under which the Participant may be covered and the Thrift and
Investment Plan, subject to all applicable laws and in accordance with the
provisions of those plans.

Awards will 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 will, 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 will make determinations and will take such

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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 will 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 at any time. From time to
time the Committee may suspend the Plan, in whole or in part. From time to time,
the Board or the Committee may amend the Plan, 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
will 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
prior to the end of the Plan Year 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 will 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 will be the number of full calendar months he
is an employee of the Company during such Plan Year and the denominator of which
will 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 will 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, will 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 January 1, 1999, provided that
such a change in control will 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 as in effect on January 1, 1999) is or becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act as in effect on January 1, 1999)
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 will 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

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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 will 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 will 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.

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