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) 10/22/2012 (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 10/22/2012   G(1) V 187,900 D $ 0 187,900 (2) I By Investments LLLP (3) Common Stock, $.25 Par Value 11/07/2012   G(4) V 142,600 D $ 0 142,600 (2) I By Holdings LLLP (5) Common Stock, $.25 Par Value               78,544 (2) D   Common Stock, $.25 Par Value               4,054 (2) I By wife Common Stock, $.25 Par Value               21,029 (2) (6) 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 (7)

(8)

(8)

Common Stock, $.25 Par Value

28,895 (2)

28,895 (2) (9)

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		12/18/2012
**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)	The reporting person's wife transferred her limited partnership interest in a limited liability limited partnership ("Investments LLLP") to two trusts for the benefit of the reporting person's children.
(2)	This number reflects The Coca-Cola Company's two-for-one stock split paid on August 10, 2012.
(3)	These shares are held by 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)	The reporting person transferred his limited partnership interest in a limited liability limited partnership ("Holdings LLLP") to a trust for the benefit of the reporting person's wife and their children (the "Family Trust").
(5)	These shares are held by Holdings LLLP of which the Family LLC is the sole general partner and Family Trust is the sole limited partner. The reporting person's wife is trustee of the Family Trust.
(6)	Shares credited to my account under The Coca-Cola Company 401(k) Plan, as of December 7, 2012.
(7)	Each hypothetical share is equal to one share of common stock of The Coca-Cola Company.
(8)	There is no data applicable with respect to the hypothetical shares.
(9)	As of December 7, 2012.

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