Company Name:Coca-Cola Co.
Public Availability Date: January 16, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

December 14, 2007

BY HAND DELIVERY

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: The Coca-Cola Company - Shareholder Proposal Submitted by William Wardlaw

Ladies and Gentlemen:

We are writing on behalf of The Coca-Cola Company (the "Company") pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934 to notify the Commission of the Company's intention to exclude from its proxy materials for its 2008 annual meeting of shareowners a shareowner proposal (the "Proposal") received from Mr. William Wardlaw (the "Proponent"). We also request confirmation that the staff will not recommend to the Commission that enforcement action be taken if the Company excludes the Proposal from its 2008 proxy materials in reliance on Rule 14a-8(i)(10).

A copy of the Proposal and the Proponent's supporting statement, together with related correspondence received from the Proponent, are attached as Exhibit 1.

In accordance with Rule 14a-8(j), we have enclosed six copies of this letter, including the exhibits. A copy of this letter also is being provided simultaneously to the Proponent.

The Company currently intends to file definitive copies of its proxy materials with the Commission on or about March 3, 2008.

The Proposal

The Proposal requests that the Company's shareowners approve the following resolution:

"RESOLVED:

Shareholders amend the Bylaws, by adding the following new section at the end of Article III:

Section 4. Board Committee on Human Rights. There is established a Board Committee on Human Rights, which is created and authorized to review the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide.

The Board of Directors is authorized in its discretion consistent with these Bylaws, the Articles of Incorporation and applicable law to (1) select the members of the Board Committee on Human Rights, (2) provide said committee with funds for operating expenses, (3) adopt regulations or guidelines to govern said Committee's operations, (4) empower said Committee to solicit public input and to issue periodic reports to shareholders and the public, at reasonable expense and excluding confidential information, including but not limited to an annual report on the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the U.S. and worldwide, and (5) any other measures within the Board's discretion consistent with these Bylaws and applicable law.

Nothing herein shall restrict the power of the Board of Directors to manage the business and affairs of the company. The Board Committee on Human Rights shall not incur any costs to the company except as authorized by the Board of Directors."

Rule 14a-8(i)(10): Substantially Implemented

Rule 14a-8(i)(10) permits a company to exclude a shareholder proposal if "the company has already substantially implemented the proposal." The staff has consistently stated that a proposal has been "substantially implemented" when the company's particular policies, practices and procedures compare favorably with the guidelines in the proposal. See Texaco, Inc. (March 28, 1991) and Exchange Act Release No. 34-20091 (August 16, 1983).

The staff has consistently determined that, in order for a proposal to be "substantially implemented," a company must have only implemented the essential objectives of the proposal and is not required to implement each and every aspect of the proposal. See, e.g., The Gap, Inc. (March 16, 2001) (permitting exclusion of a proposal requesting a report on child labor practices of the company's suppliers where the company had an established code of vendor conduct, monitored compliance, published information relating thereto and discussed labor issues with shareholders); Talbots, Inc. (April 5, 2002) (permitting exclusion of a proposal requesting implementation of a code of conduct based on human rights standards of the United Nations International Labour Organization where the company had already established a code of standards for business practice and a labor law compliance program and code of conduct for suppliers, and implemented a monitoring program of these policies); and Freeport-McMoRan Copper & Gold Inc. (March 5, 2003) (permitting exclusion of a proposal requesting amendment of the company's social and human rights policy and reporting to shareholders on the implementation of the policy where the company had already adopted a human rights policy and annually issued a report on the policy).

The Company believes that it has substantially implemented the essential elements of the Proposal - it has established a committee of the board of directors, the Public Issues and Diversity Review Committee (the "Committee") - authorized to review Company policies and practices relating to significant public issues of concern to shareowners, including Company policies and practices relating to human rights of individuals in the U.S. and worldwide. Further, the Committee's policies and practices, as described below, compare favorably with the guidelines of the Proposal.

Responsibilities of the Public Issues and Diversity Review Committee

The charter of the Committee, a copy of which is attached to this letter as Exhibit 2, charges the Committee with responsibility to consider "significant public issues of concern to shareowners" and directs the Committee to "receive annual or more frequent presentations...on subjects in the public arena," which may include "presentations on international issues affecting the Company" and "other legal issues of particular public interest." The charter also directs the Committee to review management's position on all shareowner proposals to recommend positions to be taken by the board of directors in response to those proposals.

Actual Practices of the Committee

The Committee's charter is purposefully broad enough to encompass all significant public issues of concern to the Company's shareowners, including implications of the Company's policies for the human rights of individuals in the U.S. and worldwide. While the Committee's charter does not expressly mention human rights issues as one of the "international issues" the Committee is authorized to review, human rights clearly fall within the Committee's articulated areas of responsibility, and the Committee has in fact reviewed the Company's positions on human rights and the implications of the Company's policies for human rights worldwide, including three of the human rights "controversies" identified in the Proponent's supporting statement:

issues relating to water stewardship generally, and specifically the Company's activities in India;

issues relating to workplace rights generally, and specifically relating to the Company's bottling partner in Columbia; and

issues relating to workplace accountability generally, and specifically relating to employees of the Company and its suppliers in China.

As noted above, the Committee is charged with reviewing shareowner proposals, many of which have related to human rights issues. In fact, the Committee's review of the Company's workplace accountability issues in China, as noted above, was in connection with a shareowner proposal submitted by the Proponent in connection with the Company's 2004 annual meeting. The Committee has also reviewed the implications of Company policies with respect to other human rights issues, including HIV-AIDS.

In addition, as noted above, the Committee is charged with receiving presentations by the Company's management and others on subjects in the public arena. Because the Company and its management are extensively involved in numerous initiatives focused on corporate social responsibility, the Committee regularly receives reports, and reviews the implication of the Company's policies, on human rights issues. Specifically, these initiatives include:

the Company's participation in the United Nations Global Compact, a voluntary initiative which asks participating companies to embrace, support and enact, with their respective spheres of influence, a set of core values in the areas of human rights and labor standards;

the Company's adoption of a Human Rights Statement to communicate the Company's pledge to manage its business around the world in accordance with the highest standards of integrity, with a specific emphasis on human rights in the workplace;

the Company's adoption of a Workplace Rights Policy to ensure that the Company applies a consistent approach to workplace rights worldwide as an integral part of its culture, strategy and day-to-day operations;

the Company's adoption of Supplier Guiding Principles that emphasize to the Company's suppliers and business partners the importance of responsible workplace policies and practices that comply, at a minimum, with applicable local labor laws and regulations; and

the Company's joining of the Business Leaders Initiative on Human Rights (BLIHR), a group of 14 leading global companies committed to identifying practical ways to uphold human rights in their workplaces.

A description of the Committee's involvement in each of these human rights initiatives, each of which the Committee reviews and monitors, is attached as Exhibit 3 to this letter. Further, the Committee's charter requires the Committee to make regular reports to the Company's full board of directors. Thus, if the concern of the Proponent, as expressed in the supporting statement, is that "...the company's existing governance process does not sufficiently elevate human rights issues within the company," this concern is unfounded.

Solicitation of Public Input and Issuance of Public Reports

The Proposal provides that the Company's board of directors could, "in its discretion," empower the Committee to "solicit public input and to issue periodic reports to shareholders and the public" regarding the implications of the Company's policies for the human rights of individuals in the U.S. and worldwide. The Committee's charter does not expressly refer to the solicitation of "public input" or the issuance of reports to the shareowners or the public, but the Proposal would not require that the newly-formed Board Committee on Human Rights have this power either. The Company's board of directors currently has the discretion to empower the Committee to issues reports to shareowners and the public, but the board has chosen, in its discretion, to retain that authority at the full board level. The Proposal would not add anything new in this regard to the current powers of the Company's board of directors or the Committee. In addition, the Committee is clearly informed of the existence and range of public opinion on the matters it considers.

Substantial Implementation

The Company believes that the creation of an additional board committee to address only human rights issues, as the Proposal would require, would be duplicative and unnecessary. The Company's board of directors has already established a committee with the authority to review the implications of the Company's policies on human rights issues: the Public Issues and Diversity Review Committee. The Committee's charter empowers the Committee to review and address human rights issues, and in practice the Committee has regularly reviewed the Company's policies, procedures and positions relating to human rights. The formation of a new Board Committee on Human Rights, as the Proposal would require, would add nothing to the range of issues currently considered by the Committee and would create an overlap between the oversight responsibilities of the two committees of the board. For these reasons, as well as the others discussed above, we believe that the Proposal has been substantially implemented and therefore is excludable under Rule 14a-8(i)(10).

The Company acknowledges that, in Yahool Inc. (April 16, 2007), the staff disagreed with the company's view that it had substantially implemented a shareholder proposal that was virtually identical to the Proposal. There, however, the company's position was based on the fact that the company's senior management had been involved in numerous initiatives relating to Internet privacy and censorship issues. The Company's position that it has substantially implemented the Proposal is clearly distinguishable in two important respects: (i) the Company has already established a committee of the board of directors to address the implications of the Company's policies on human rights issues; and (ii) the Committee directly addresses the implications of the Company's policies for human rights issues, not just a subset of human rights issues.

Conclusion

For the reasons set forth above, it is our view that the Company may exclude the Proposal from its proxy materials under Rule 14a-8(i)(10), and we request confirmation that the staff will not recommend any enforcement action to the Commission if the Company so excludes the Proposal.

When a written response to this letter becomes available, please fax the letter to me at (202) 637-5910. Should the staff have any questions in the meantime, please feel free to call me at (202) 637-5737.

Sincerely,

/s/

Alan L. Dye

cc: William Wardlaw
Carol C. Hayes
Mark E. Preisinger
A. Jane Kamenz

Enclosures

[INQUIRY LETTER]

November 9, 2007

Office of the Secretary
P.O. Box 1734
Atlanta, GA 30301

Re: Shareholder Resolution

Dear Mr. Secretary:

I believe that our company needs to ensure that our corporate reputation and credibility are secure and that fellow shareholders are protected from deleterious effects of negligent corporate oversight of human rights related issues.

Therefore, I am submitting the enclosed shareholder proposal for inclusion in this year's proxy statement, in accordance with Rule 14a-8 of the General Rules and Regulations of the Securities Exchange Act of 1934. I am the beneficial owner, as defined in Rule 13d-3 of the Securities Exchange Act of 1934, of 200 shares of Coca-Cola. I have held my shares continuously for more than one year and have enclosed verification of my ownership. I will continue to hold the shares through the next stockholders' meeting. My representative or I will attend the shareholders' meeting to move the resolution as required by the SEC rules. Thank you.

Sincerely,

/s/

William C. Wardlaw, III

Encl.

[APPENDIX]

RESOLVED:

Shareholders amend the Bylaws, by adding the following new section at the end of Article III.

Section 4. Board Committee on Human Rights. There is established a Board Committee on Human Rights, which is created and authorized to review the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide.

The Board of Directors is authorized in its discretion consistent with these Bylaws, the Articles of Incorporation and applicable law to (1) select the members of the Board Committee on Human Rights, (2) provide said committee with funds for operating expenses, (3) adopt regulations or guidelines to govern said Committee's operations, (4) empower said Committee to solicit public input and to issue periodic reports to shareholders and the public, at reasonable expense and excluding confidential information, including but not limited to an annual report on the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide, and (5) any other measures within the Board's discretion consistent with these Bylaws and applicable law.

Nothing herein shall restrict the power of the Board of Directors to manage the business and affairs of the company. The Board Committee on Human Rights shall not incur any costs to the company except as authorized by the Board of Directors.

Supporting Statement:

The Coca-Cola Company, its bottlers, and suppliers have been associated with human rights controversies, leading to:

The Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF) divesting the Coca-Cola Co. stock from and banning further investments in its $9 billion CREF Social Choice Account, the nation's largest socially screened fund for individual investors.

A USA Today "cover story" includes a quote claiming that some 45 colleges and universities removing Coke products from their campuses as a result of alleged human rights violations by its Colombian bottler (10/30/07).

BBC News reporting that our company has been accused of benefiting from prison labor in China (5/21/07).

A May 2007 report by The International Environmental Law Research Centre accused the company of detrimental impacts on drinking and agricultural water supplies in India, violating human rights.

In the opinion of the proponents, the company's existing governance process does not sufficiently elevate human rights issues within the company or serve the interests of shareholders in expediting effective solutions. The proposed Bylaw would establish a Board Committee on Human Rights that could review and make policy recommendations regarding human rights issues raised by the company's activities and policies.

In defining "human rights," proponents suggest that the committee could use the US Bill of Rights and the Universal Declaration of Human Rights as nonbinding benchmarks or reference documents.

[STAFF REPLY LETTER]

January 16, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: The Coca-Cola Company
Incoming letter dated December 14, 2007

The proposal resolves to amend the bylaws to establish a board committee that will review the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the United States and worldwide.

We are unable to concur in your view that Coca-Cola may exclude the proposal under rule 14a-8(i)(10). Accordingly, we do not believe that Coca-Cola may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(10).

Sincerely,

/s/

Craig Slivka
Attorney-Adviser