COCA COLA CO — Director's Dealing 2008

Dec 19, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COCA COLA CO ((KO))
CIK: 0000021344
Period of Report: 2008-12-18

Reporting Person: FAYARD GARY P (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-18	Common Stock, $.25 par value	F	11836	$45.61	Disposed	122010	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.25 par value	7023	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Hypothetical shares	$0		Common Stock, $.25 par value (8505)	8505	Indirect

Footnotes

F1: Represents shares withheld to satisfy tax liabilities upon the vesting of restricted stock issued under the 2004-2006 performance share unit program.

F2: Includes 103 shares acquired from April 2008 through December 2008 under The Coca-Cola Company Dividend and Cash Investment Plan.

F3: Shares credited to my account under The Coca-Cola Company Thrift & Investment Plan, a tax-qualified 401(k) plan, as of December 17, 2008.

F4: Each hypothetical share is equal to one share of Common Stock of The Coca-Cola Company.

F5: There is no data applicable with respect to the hypothetical shares.

F6: As of December 17, 2008.