6

A. D. David Mackay
Executive Vice President and President, Kellogg USA 47Chief Operating Officer 48

Alan F. Harris
Executive Vice President and President, Kellogg International 48Chief Marketing and Customer Officer 49

Janet Langford KellyJeffrey W. Montie
Executive Vice President —
Corporate Development and Administration, General Counsel and Secretary 45President, Morning Foods, Kellogg North America 42

King T. Pouw
Executive Vice President — Operations and Technology 5152

John A. Bryant
Executive Vice President and Chief Financial Officer 3738

Lawrence J. Pilon
Executive Vice President — Human Resources 5455

7

Gary Pilnick
Senior Vice President, General Counsel and Secretary 39

Celeste Clark
Senior Vice President, Corporate Affairs 50

Jeffrey M. Boromisa
Senior Vice President and Corporate Controller 4748

7

     The information called for by this Item is set forth belowon pages 48 and on page 4549 of the Company’s Annual Report in Note 13 to the Consolidated Financial Statements of the Company, which is incorporated by reference into Item 8 of this Report.

Approximately 14,000 shares of Kellogg Company common stock were sold to 5 members of senior management under the Kellogg Company Executive Stock Purchase Plan in February 2002 in a private placement. The Kellogg Company Executive Stock Purchase Plan allows selected senior level employees to elect to use all or part of their annual bonus, on an after-tax basis, to purchase shares of the Company’s common stock at fair market value (as determined over a thirty-day trading period). Kellogg Company received approximately $465,000 under this Plan in 2002, which it used for general corporate purposes.

     The information called for by this Item is incorporated herein by reference from the chart entitled “Selected Financial Data” on page 2931 of the Company’s Annual Report. Such information should be read in conjunction with the Consolidated Financial Statements of the Company and Notes thereto included in Item 8 of this Report.

     The information called for by this Item is incorporated herein by reference from pages 2122 through 2830 of the Company’s Annual Report.

     The information called for by this Item is incorporated herein by reference from pages 50 through 5226 and 27 of the Company’s Annual Report.

     The information called for by this Item is incorporated herein by reference from pages 3032 through 4952 of the Company’s Annual Report. Supplementary quarterly financial data, also incorporated herein by reference, is set forth in Note 13 to the Consolidated Financial Statements on page 45pages 48 and 49 of the Company’s Annual Report.

8

     None.

     Directors — Refer to the information in the Company’s Proxy Statement to be filed with the Securities and Exchange Commission for the Annual Meeting of Share Owners to be held on April 25, 2003 (the “Proxy Statement”), under the caption “Election of Directors,” which information is incorporated herein by reference.

     Executive Officers of the Registrant — Refer to “Executive Officers of the Registrant” under Item 4A at pages 6 and 7 of this Report.

     For information concerning Section 16(a) of the Securities Exchange Act of 1934, refer to the information under the caption “Security Ownership — Section 16(a) Beneficial Ownership Reporting Compliance” of the Proxy Statement, which information is incorporated herein by reference.

8

Refer to the information under the captions “Executive Compensation” and “About the Board of Directors — Non-Employee Director Compensation and Benefits” of the Proxy Statement, which is incorporated herein by reference. See also the information under the caption “Report of the Compensation Committee on Executive Compensation” of the Proxy Statement, which information is not incorporated by reference.

     Refer to the information under the captions “Security Ownership — Five Percent Holders”, “Security Ownership — Officer and Director Stock Ownership” and “Securities Authorized for Issuance under Equity Compensation Plans” of the Proxy Statement, which information is incorporated herein by reference.

Item 13.     Certain Relationships and Related Transactions

     None.

Item 14.     Controls and Procedures

     The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure based on management’s interpretation of the definition of “disclosure controls and procedures,” in Rule 13a-14(c)Rules 13a-15(e) and 15d-15(e). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

     Within 90 days prior to the dateAs of this report,December 27, 2003, management carried out an evaluation under the supervision and with the participation of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.effective at a reasonable level of assurance.

     ThereDuring the last fiscal quarter, there have been no significant changes in the Company’s internal controlscontrol over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART III

     Directors — Refer to the information in the other factors that could significantly affectCompany’s Proxy Statement to be filed with the internal controls subsequentSecurities and Exchange Commission for the Annual Meeting of Share Owners to be held on April 23, 2004 (the “Proxy Statement”), under the caption “Election of Directors,” which information is incorporated herein by reference.

     Audit Committee Financial Expert — Refer to the dateinformation in the Proxy Statement under the caption “About the Board of Directors,” which information is incorporated herein by reference.

     Executive Officers of the Registrant — Refer to “Executive Officers of the Registrant” under Item 4A at pages 6, 7 and 8 of this Report.

     For information concerning Section 16(a) of the Securities Exchange Act of 1934, refer to the information under the caption “Security Ownership — Section 16(a) Beneficial Ownership Reporting Compliance” of the Proxy Statement, which information is incorporated herein by reference.

Code of Ethics for Chief Executive Officer, Chief Financial Officer and Controller — The Company completedhas adopted a Global Code of Ethics which applies to its evaluation. Therefore, no corrective actions were taken.chief executive officer, chief financial officer, corporate controller and all its other employees, and which can be found at www.kelloggcompany.com. Any amendments or waivers to the Global Code of Ethics applicable to the Company’s chief executive officer, chief financial officer or corporate controller may also be found at www.kelloggcompany.com.

     Refer to the information under the captions “Executive Compensation” and “About the Board of Directors — Non-Employee Director Compensation and Benefits” of the Proxy Statement, which is incorporated herein by reference. See also the information under the caption “Report of the Compensation

9

     (a) Refer to the information under the captions “Security Ownership — Five Percent Holders” and “Security Ownership — Officer and Director Stock Ownership” of the Proxy Statement, which information is incorporated herein by reference.

     (b) Securities Authorized for Issuance Under Equity Compensation Plans

(Millions, except per share data)

     Four plans (including one individual compensation arrangement) are included in “Equity compensation plans not approved by security holders”: the Kellogg Share Incentive Plan, which was adopted in 2002 and is available to most U.K. employees of specified Kellogg Company subsidiaries; a somewhat similar plan which is available to employees in the Republic of Ireland; the Kellogg Company Executive Stock Purchase Plan, which was adopted in 2002 and is available to selected senior level employees of the Company; and a non-qualified stock option granted in 2000 to James Jenness, one of the Company’s directors.

     Under the Kellogg Share Incentive Plan, eligible U.K. employees may contribute up to 1500 pounds annually to the Plan through payroll deductions. The trustees of the Plan use those contributions to buy shares at fair market value on the open market, with the Company matching those contributions on a 1:1 basis. Shares must be withdrawn from the Plan when employees cease employment. Under current law, eligible employees generally receive specified income and other tax benefits if those shares are held in the Plan for five years. A somewhat similar plan is also available to employees in the Republic of Ireland. As these Plans are open market plans with no set overall maximum, no amounts for these Plans are included in the above table. However, approximately 94,000 shares were purchased by eligible employees under the Kellogg Share Incentive Plan, the somewhat similar plan in the Republic of Ireland and somewhat similar predecessor plans during 2003, with approximately an additional 94,000 shares being provided as matched shares.

     Under the Kellogg Company Executive Stock Purchase Plan, selected senior level employees may elect to use all or part of their annual bonus, on an after-tax basis, to purchase shares of the Company’s common stock at fair market value (as determined over a thirty-day trading period). No more than 500,000 treasury shares are authorized for use under the Plan.

     James Jenness, a director, was granted a non-qualified stock option in 2000 to purchase 300,000 shares of the Company’s common stock. In connection with this option, which was to vest over three annual installments, he agreed to devote fifty percent of his working time to consulting with the Company, with further vesting to immediately stop if he was no longer willing to devote such amount of time to consulting with the Company or if the Company decided that it no longer wishes to receive such services. During 2001, the Company and Mr. Jenness agreed to terminate the consulting relationship, which immediately terminated the unvested 200,000 shares. This option contains the AOF feature described in the Summary Compensation Table of the Proxy Statement.

10

None.

Refer to the information under the captions “Report of the Audit Committee — Audit Fees,” “Report of the Audit Committee — Audit-Related Fees,” “Report of the Audit Committee — Tax Fees,” “Report of the Audit Committee — All Other Fees,” and “Report of the Audit Committee — Pre-Approval Policies and Procedures” of the Proxy Statement, which information is incorporated herein by reference.

PART IV

     The following Consolidated Financial Statements and related Notes, together with the Report thereon of PricewaterhouseCoopers LLP dated January 29, 2003,28, 2004, appearing on pages 3032 through 4952 of the Company��sCompany’s Annual Report to Share Owners for the fiscal year ended December 28, 2002,27, 2003, are incorporated herein by reference:

     (a) 1. Consolidated Financial Statements

	Consolidated Statement of Earnings for the years ended December 27, 2003, December 28, 2002, and December 31, 2001, and 2000. 2001.
	Consolidated Statement of Shareholders’ Equity for the years ended December 28, 2002, and December 31, 2001, and 2000. Consolidated Balance Sheet at27, 2003, December 28, 2002, and December 31, 2001.

9

	Consolidated Balance Sheet at December 27, 2003 and December 28, 2002.
	Consolidated Statement of Cash Flows for the years ended December 27, 2003, December 28, 2002, and December 31, 2001, and 2000. 2001.
	Notes to Consolidated Financial Statements.
	Report of Independent Auditors.

     (a) 2. Consolidated Financial Statement Schedule

     The Financial Schedule and related Report of Independent Accountants on Financial Statement Schedule filed as part of this Report are as follows:

     This Consolidated Financial Statement Schedule should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report to Share Owners for the fiscal year ended December 28, 2002.27, 2003.

     All other financial statement schedules are omitted because they are not applicable.

     (a) 3. Exhibits required to be filed by Item 601 of Regulation S-K

     The information called for by this Item is incorporated herein by reference from the Exhibit Index on pages 1716 through 1918 of this Report.

     (b) Reports on Form 8-K

     NoneThe Company furnished Reports on Form 8-K dated November 3, 2003 for its third quarter 2003 results and January 29, 2004 for its full year results in which it furnished press releases announcing those results under item 12 of such Reports.

1011

1112

To the Board of Directors

     Our audits of the consolidated financial statements referred to in our report dated January 29, 2003,28, 2004, appearing in the 20022003 Annual Report to Shareholders of Kellogg Company (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

	/s/ PRICEWATERHOUSECOOPERS LLP

Battle Creek, Michigan

1213

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, this 14th9th day of March, 2003.2004.

	KELLOGG COMPANY

	By:	/s/ CARLOS M. GUTIERREZ

	Carlos M. Gutierrez
	Chairman of the Board President and
	Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

1314

14

     I, Carlos M. Gutierrez, certify that:

     1. I have reviewed this annual report on Form 10-K of Kellogg Company;

     2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

     3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

     4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
	c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

     5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

     6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ CARLOS M. GUTIERREZ
	Carlos M. Gutierrez
	Chairman of the Board, President and
	Chief Executive Officer of Kellogg Company

Date: March 14, 2003

15

     I, John A. Bryant, certify that:

     1. I have reviewed this annual report on Form 10-K of Kellogg Company;

     2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

     3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

     4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

	a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
	c. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

     5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

     6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

	/s/ JOHN A. BRYANT
	John A. Bryant
	Executive Vice President and
	Chief Financial Officer of Kellogg Company

Date: March 14, 2003EXHIBIT INDEX

16

17

18

*	A management contract or compensatory plan required to be filed with this Report.

     The Company agrees to furnish to the Securities and Exchange Commission, upon its request, a copy of any instrument defining the rights of holders of long-term debt of the Company and its Subsidiaries and any of its unconsolidated Subsidiaries for which Financial Statements are required to be filed.

     The Company will furnish any of its share owners a copy of any of the above Exhibits not included herein upon the written request of such share owner and the payment to the Company of the reasonable expenses incurred by the Company in furnishing such copy or copies.

1918