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 *
FAYARD GARY P
  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
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President & CFO
(Last)
(First)
(Middle)
THE COCA-COLA COMPANY, ONE COCA-COLA PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2014
(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 02/18/2014   F(1)   42,434 D $ 37.685 146,510 D  
Common Stock, $.25 Par Value               4,054 I By wife
Common Stock, $.25 Par Value               142,600 I By Holdings LLLP (2)
Common Stock, $.25 Par Value               187,900 I By Investments LLLP (3)
Common Stock, $.25 Par Value               22,931 (4) I By 401(k) Plan

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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
Hypothetical Shares $ 0 (5)               (6)   (6) Common Stock, $.25 Par Value 32,174   32,174 (7) I By Supplemental 401(k) Plan

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FAYARD GARY P
THE COCA-COLA COMPANY
ONE COCA-COLA PLAZA
ATLANTA, GA 30313
      Executive Vice President & CFO  

Signatures

 /s/ Gary P. Fayard   02/19/2014
**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) Represents shares withheld to satisfy tax liabilities upon the vesting of restricted stock units issued under the 2010-2012 performance share unit program.
(2) These shares are held by a limited liability limited partnership ("Holdings LLLP") of which the Family LLC is the sole general partner and a trust for the benefit of the reporting person's wife and their children (the "Family Trust") is the sole limited partner. The reporting person's wife is trustee of the Family Trust.
(3) These shares are held by a limited liability limited partnership ("Investments LLLP") of which a limited liability company (the "Family LLC") is the sole general partner and two trusts for the benefit of the reporting person's children are the sole limited partners. The reporting person's children are the trustees and beneficiaries of their respective trusts. The reporting person and his wife are the sole owners of the Family LLC and the reporting person has investment control over the shares held by the Family LLC. The reporting person disclaims beneficial ownership of the shares of common stock of The Coca-Cola Company held by Investments LLLP except to the extent of his pecuniary interest therein.
(4) Shares credited to my account under The Coca-Cola Company 401(k) Plan, as of February 14, 2014.
(5) Each hypothetical share is equal to one share of common stock of The Coca-Cola Company.
(6) There is no data applicable with respect to the hypothetical shares.
(7) As of February 14, 2014.

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