COCA COLA CO — Director's Dealing 2011

Jan 18, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: COCA COLA CO (KO)
CIK: 0000021344
Period of Report: 2010-12-31

Reporting Person: KEOUGH DONALD R /NY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-23	Common Stock, $.25 Par Value	L	55	$63.322	Acquired	419993	Indirect
2010-11-29	Common Stock, $.25 Par Value	L	95	$63.1333	Acquired	420088	Indirect

Holdings (Non-Derivative)

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common Stock, $.25 Par Value (18408.3651)	18408.3651	Direct

Footnotes

F1: 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 two of 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.

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 share unit is economically equivalent to one share of Common Stock.

F4: 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.