COCA COLA CO — Director's Dealing 2008

Oct 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COCA COLA CO ((KO))
CIK: 0000021344
Period of Report: 2008-10-01

Reporting Person: KEOUGH DONALD R /NY (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-10-01	Phantom Stock Units	$	A	26.7652	Acquired		Common Stock, $.25 par value (26.7652)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.25 par value	4687338	Direct
Common Stock, $.25 par value	216600	Indirect
Common Stock, $.25 par value	6000	Indirect

Footnotes

F1: The reporting person and his wife have investment control over the shares held by the limited liability company. A majority of the economic interest in the limited liability company is held by the reporting person's children. The reporting person disclaims beneficial ownership of the shares of common stock of The Coca-Cola Company held by the limited liability company except to the extent of his pecuniary interest therein.

F2: These shares are held in a trust for the benefit of the reporting person's children. A management company in which the reporting person has a significant interest is the trustee and also owns one percent of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F3: Each phantom stock unit is economically equivalent to one share of Common Stock.

F4: Phantom stock units accrued as a result of crediting phantom dividends.

F5: 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 cash after the reporting person leaves the Board.