Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CAHILLANE STEVEN A
  2. Issuer Name and Ticker or Trading Symbol
COCA COLA CO [KO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Pres/CEO, CC Refreshments USA
(Last)
(First)
(Middle)
THE COCA-COLA COMPANY, ONE COCA-COLA PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2011
(Street)

ATLANTA, GA 30313
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.25 Par Value 02/17/2011   A   30,016 (1) A $ 0 196,077 D  
Common Stock, $.25 Par Value 02/17/2011   A   57,448 (2) A $ 0 253,525 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 63.995 02/17/2011   A   243,800     (3) 02/16/2021 Common Stock, $.25 Par Value 243,800 $ 0 243,800 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CAHILLANE STEVEN A
THE COCA-COLA COMPANY
ONE COCA-COLA PLAZA
ATLANTA, GA 30313
      Pres/CEO, CC Refreshments USA

Signatures

 /s/ Steven A. Cahillane   02/21/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares represent the common stock of The Coca-Cola Company issuable upon vesting of performance share units granted on October 31, 2007 when the reporting person was employed by Coca-Cola Enterprises Inc. ("CCE"). Pursuant to the Business Separation and Merger Agreement dated February 25, 2010 by and among CCE, International CCE, Inc., The Coca-Cola Company and Cobalt Subsidiary LLC (the "Merger Agreement"), outstanding restricted stock units and performance share units held by the reporting person were cancelled as of October 2, 2010 at 12:01 a.m. (the "Effective Time") and converted to that number of restricted stock units and performance share units of The Coca-Cola Company obtained by multiplying the number of restricted stock units and performance share units granted by CCE by 0.53788904.
(2) These shares represent the common stock of The Coca-Cola Company issuable upon vesting of performance share units granted on November 4, 2009 when the reporting person was employed by CCE. Pursuant to the Merger Agreement, outstanding restricted stock units and performance share units held by the reporting person were cancelled as of the Effective Time and converted to that number of restricted stock units and performance share units of The Coca-Cola Company obtained by multiplying the number of restricted stock units and performance share units granted by CCE by 0.53788904.
(3) Option (with tax withholding right) granted on February 17, 2011 under The Coca-Cola Company 2008 Stock Option Plan. One-fourth of grant becomes exercisable on each of the first, second, third and fourth anniversaries of the grant date.

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