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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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) 09/28/2005 (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 09/28/2005   M   30,000 A $ 35.625 57,305 (1) D   Common Stock, $.25 par value 09/28/2005   F(2)   858 D $ 42.58 56,447 D   Common Stock, $.25 par value 09/28/2005   F(3)   14,176 D $ 42.58 42,271 D   Common Stock, $.25 par value               4,498 (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 (6)

(7)

(7)

Common Stock, $.25 par value

3,919

3,919 (8)

I

By Supplemental Benefit Plan

Employee Stock Option (right to buy)

$ 35.625

09/28/2005

M

30,000

(5)

10/17/2005

Common Stock, $.25 par value

30,000

$ 0

0

D

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/ Fayard, Gary P.		09/30/2005
**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)	Includes 126 shares issued pursuant to dividend reinvestment plans.
(2)	Shares delivered to pay the option exercise price with respect to 1,026 options.
(3)	Includes 12,422 shares delivered to pay the option exercise price with respect to 14,848 options and 1,754 shares withheld by Issuer for payment of taxes on the exercise of 28,974 options.
(4)	Shares credited to my account under The Coca-Cola Company Thrift & Investment Plan, a tax-qualified 401(k) plan, as of September 28, 2005.
(5)	Grant (with tax withholding right) was awarded on October 18, 1995. One-third of grant became exercisable one year after date of grant, with the remainder becoming exercisable in equal monthly installments over the next 24 months.
(6)	Each hypothetical share is equal to one share of Common Stock of The Coca-Cola Company.
(7)	There is no data applicable with respect to the hypothetical shares.
(8)	As of September 28, 2005.

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