COCA COLA CO — Director's Dealing 2002

Oct 3, 2002

4 1 mch13.htm DONALD F.MCHENRY 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 * McHenry, Donald F. (Last) (First) (Middle) The IRC Group, LLC 1320 19th Street, N.W., Suite 410 (Street) Washington, DC 20036 (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) October 1, 2002 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer Other Officer/Other Description 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)
Common Stock, $.25 par value	25,285 (1)	D

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)

McHenry, Donald F. - October 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)	8. Price of Derivative Security (Instr.5)	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)
Phantom Stock Units	1-for-1	10/01/2002	A |	(A) 415.3654	(2) | (2)	Common Stock - 415.3654	$49.175	8,793.2975 (3)	D

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/ Donald F. McHenry ________ 10-02-2002 ** Signature of Reporting Person Date Page 2 SEC 1474 (3-99)

McHenry, Donald F. - October 2002

Form 4 (continued)

FOOTNOTE Descriptions for The Coca-Cola Company KO Form 4 - October 2002 Donald F. McHenry The IRC Group, LLC 1320 19th Street, N.W., Suite 410 Washington, DC 20036 Explanation of responses: (1) Includes 188 shares acquired under The Coca-Cola Company Dividend and Cash Investment Plan. (2) The phantom stock units were accrued under The Coca-Cola Company Deferred Compensation Plan for Non-Employee Directors and are to be settled 100% in common stock of The Coca-Cola Company after the Reporting Person leaves the Board. (3) Includes 91.7374 phantom stock units accrued from January 1, 2002 to October 1, 2002 as a result of crediting phantom dividends. Also includes 360.8892 phantom stock units awarded on April 1, 2002 at $51.995 per share and 330.8337 phantom stock units awarded July 1, 2002 at $56.675 per share.

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