COCA COLA CO — Director's Dealing 2011

Feb 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COCA COLA CO (KO)
CIK: 0000021344
Period of Report: 2011-02-17

Reporting Person: KEOUGH DONALD R /NY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-01	Common Stock, $.25 Par Value	G	53338	—	Disposed	420088	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-17	Phantom Stock Units	$0	A	3300.5281	Acquired		Common Stock, $.25 Par Value (3300.5281)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.25 Par Value	4484000	Direct
Common Stock, $.25 Par Value	6000	Indirect

Footnotes

F1: Represents separate gifts of the economic interest in a limited liability company to the reporting person's children.

F2: The reporting person and his wife have investment control over the shares held by three limited liability companies. A majority of the economic interest in these limited liability companies 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 these limited liability companies except to the extent of his pecuniary interest therein.

F3: 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.

F4: Each phantom share unit is economically equivalent to one share of Common Stock.

F5: Phantom share units credited to the reporting person as a result of achieving the performance goal for the 2008-2010 performance period under the Compensation Plan for Non-Employee Directors of The Coca-Cola Company, as amended and restated on December 13, 2007.

F6: 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 (i) 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.