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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ALLEN HERBERT A
2. Issuer Name and Ticker or Trading Symbol

COCA COLA CO [ KO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

711 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2020
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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         12000000 D  
Common Stock, $.25 Par Value         37531 I By family member (1)
Common Stock, $.25 Par Value         6000000 I Allen & Company Incorporated (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units $0 (3)4/1/2020  A   4680.5523 (4)    (5) (5)Common Stock, $.25 Par Value 4680.5523 $42.73 108563.159 (6)D  

Explanation of Responses:
(1) The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(2) Shares owned by Allen & Company Incorporated, an affiliate of Allen Holding Inc., of which the reporting person is a principal shareholder. The filing of this statement shall not be deemed an admission that the reporting person is for purposes of Section 16 of the 1934 Act or otherwise, the beneficial owner of such securities.
(3) Each phantom share unit is economically equivalent to one share of Common Stock.
(4) Phantom share units credited to the reporting person under The Coca-Cola Company Directors' Plan effective January 1, 2020 (the "Directors' Plan") for 2020 compensation, which may include voluntary deferred compensation.
(5) The phantom share units credited under the Directors' Plan 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.
(6) This number includes phantom share units accrued through April 1, 2020 under the Directors' Plan as result of crediting phantom dividends.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ALLEN HERBERT A
711 FIFTH AVENUE
NEW YORK, NY 10022
X



Signatures
/s/ Karen V. Danielson, attorney-in-fact for Herbert A. Allen4/3/2020
**Signature of Reporting PersonDate

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