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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                 SCHEDULE 14D-9
                                 (RULE 14D-101)

                      SOLICITATION/RECOMMENDATION STATEMENT
                          UNDER SECTION 14(d)(4) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 1)

                                  ODWALLA, INC.
                            (Name of Subject Company)

                                  ODWALLA, INC.
                      (Name of Person(s) Filing Statement)

                      COMMON STOCK, NO PAR VALUE PER SHARE
                         (Title of Class of Securities)


                            676111107 (Common Stock)
                      (CUSIP Number of Class of Securities)


                            D. STEPHEN C. WILLIAMSON
                             CHIEF EXECUTIVE OFFICER
                                  ODWALLA, INC.
                               120 STONE PINE ROAD
                             HALF MOON BAY, CA 94019

                                 (650) 726-1888

       (Name, Address and Telephone Number of Person Authorized to Receive
     Notices and Communications on Behalf of the Person(s) Filing Statement)

                                   Copies to:

                            ROBERT S. TOWNSEND, ESQ.
                             P. RUPERT RUSSELL, ESQ.
                             MORRISON & FOERSTER LLP
                                425 MARKET STREET
                         SAN FRANCISCO, CALIFORNIA 94105
                                 (415) 268-7000


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        This Amendment No. 1 (the "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and
supplemented, the "Schedule 14D-9") filed with the Securities and Exchange
Commission (the "SEC") on November 6, 2001 by Odwalla, Inc., a California
corporation ("Odwalla" or the "Company"), relating to the tender offer by TCCC
Acquisition Corp., a California corporation ("Merger Sub") and a wholly-owned
subsidiary of The Coca-Cola Company, a Delaware corporation, disclosed in a
Tender Offer Statement on Schedule TO, dated November 6, 2001 to purchase all of
the issued and outstanding shares of the Company's common stock, no par value
per share ("Common Stock"), at a purchase price of $15.25 per share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 6, 2001 (the "Offer
to Purchase") and in the related Letter of Transmittal (which, together with the
Offer to Purchase, as amended or supplemented from time to time, constitute the
"Offer"). This Amendment is being filed on behalf of Odwalla. Capitalized terms
used and not defined herein shall have the meanings assigned to such terms in
the Schedule 14D-9.


ITEM 8. ADDITIONAL INFORMATION.

        Item 8, under the subsection "Antitrust" is hereby amended and
supplemented by adding the following:

        The FTC deemed that TCCC filed notification and report forms under the
HSR Act with the FTC and the Antitrust Division on November 2, 2001. The waiting
period under the HSR Act expired at 11:59 p.m., Eastern Standard Time, on
November 19, 2001.



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                                    SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.

        Dated: November 20, 2001



                                       By: /s/ D. Stephen C. Williamson
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                                           D. Stephen C. Williamson
                                           Chief Executive Officer





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