COCA COLA CO — Director's Dealing 2002

Dec 20, 2002

4 1 hey8.htm STEVEN J. HEYER FORM 4 SEC Form 4

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . . . 0.5

1. Name and Address of Reporting Person * Heyer, Steven J. (Last) (First) (Middle) The Coca-Cola Company One Coca-Cola Plaza (Street) Atlanta, GA 30313 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol THE COCA-COLA COMPANY (KO) 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Year) December 18, 2002 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer Other Officer/Other Description President and Chief Operating Officer 7. Individual or Joint/Group Filing (Check Applicable Line) X Individual Filing Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	5. Amount of Securities Beneficially Owned at End ofMonth (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.25 par value	5,000	D
Common Stock, $.25 par value	129 (1)	I	By 401(k) plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). (over) SEC 1474 (3-99)

Heyer, Steven J. - December 2002

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code | V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) | (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	9. Number of Derivative Securities Beneficially Owned at End of Month (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership (Instr.4)
Employee Stock Option (right to buy)	$44.6550	12/18/2002	A |	(A) 450,000	(2) | 12/17/2017	Common Stock, $.25 par value - 450,000	450,000	D
Hypothetical shares						Common Stock, $.25 par value - 1,122	1,122 (3)	I	By Supplemental Benefit Plan

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. /s/ Steven J. Heyer ________ 12-19-2002 ** Signature of Reporting Person Date Page 2 SEC 1474 (3-99)

Heyer, Steven J. - December 2002

Form 4 (continued)

FOOTNOTE Descriptions for THE COCA-COLA COMPANY (KO) Form 4 - December 2002 Steven J. Heyer The Coca-Cola Company One Coca-Cola Plaza Atlanta, GA 30313 Explanation of responses: (1) Shares credited to my account under The Coca-Cola Company Thrift & Investment Plan, a tax-qualified 401(k) plan, as of December 17, 2002. (2) Option (with tax withholding right) granted on December 18, 2002 under The Coca-Cola Company 2002 Stock Option Plan. One-fourth of grant becomes exercisable on each of the first, second, third and fourth anniversaries of the grant date. (3) As of June 30, 2002.

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