COCA COLA CO — Director's Dealing 2009

Feb 23, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COCA COLA CO ((KO))
CIK: 0000021344
Period of Report: 2009-02-19

Reporting Person: WILLIAMS JAMES B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-19	Phantom Stock Units	$	A	4587.1068	Acquired		Common Stock, $.25 par value (4587.1068)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.25 par value	50000	Direct

Footnotes

F1: Each phantom share unit is economically equivalent to one share of Common Stock.

F2: Phantom share units credited to the reporting person as a result of achieving the performance goal for the 2006-2008 performance period under the Compensation Plan for Non-Employee Directors of The Coca-Cola Company, as amended and restated on December 13, 2007.

F3: The phantom share units credited under The Coca-Cola Company Compensation and Deferred Compensation Plan for Non-Employee Directors are settled in cash the later of (1) January 15 of the year following the year in which the reporting person leaves the Board, or (ii) six months following the date on which the reporting person leaves the Board.