- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549
------------------------------

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION
Annual Report Pursuant to Section 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OFor 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER
For the Fiscal Year Ended December 31, 1998

COMMISSION FILE NUMBER1999
Commission File Number 1-4171
---------------------------

KELLOGG COMPANY
(Exact
(Exact Name of Registrant as Specified in its
Charter)

DELAWARE

Delaware 38-0710690

State of Incorporation
I.R.S. Employer Identification No.

ONE KELLOGG SQUARE
BATTLE CREEK, MICHIGANOne Kellogg Square
Battle Creek, Michigan 49016-3599
(Address
(Address of Principal Executive Offices)

REGISTRANT'S TELEPHONE NUMBER:
Registrant’s Telephone Number: (616) 961-2000
---------------------------

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:
Name of each exchange on which registered:
COMMON STOCK,
Common Stock, $0.25 PAR VALUE PER SHARE NEW YORK STOCK EXCHANGEpar value per share New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
NONE
---------------------------None

Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X][X] No [ ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the
registrant'sregistrant’s knowledge in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of the common stock held by
non-affiliates of the registrant (assuming only for purposes of
this computation that directors and executive officers may be
affiliates) was $8,225,111,147$5,352,547,238 as determined by the March 1,
19992000, closing price of $37.75$23.75 for one share of common stock on
the New York Stock Exchange.

As of March 1, 1999, 405,090,4252000, 405,459,024 shares of the common stock
of the registrant were issued and outstanding.

Portions of the registrant'sregistrant’s Annual Report to StockholdersShare Owners
for the fiscal year ended December 31, 1998,1999, are
incorporated by reference into Part I, II, and Part IV
of this Report.

Portions of the registrant'sregistrant’s definitive Proxy Statement,
dated March 12, 1999,17, 2000, for the Annual Meeting of StockholdersShare Owners
to be held April 23, 1999,28, 2000, are incorporated by reference
into Part III of this Report.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2

PART I

ITEM
Item 1. BUSINESS

Business
The Company. Kellogg Company, incorporated in Delaware in
1922, and its subsidiaries are engaged in the manufacture and
marketing of ready-to-eat cereal and other grain-based convenience food products on
a worldwide basis. The address of the principal business office
of Kellogg Company is One Kellogg Square, P.O. Box 3599, Battle
Creek, Michigan 49016-3599. Unless otherwise indicated by the
context, the term "Company"“Company” as used in this report
means Kellogg Company, its divisions and subsidiaries.

Financial Information About Segments. The information
called for by this Item is incorporated herein by reference from
Note 1314 to the Consolidated Financial Statements on pages 3133
and 3234 of the Company'sCompany’s Annual Report.

Principal Products. The principal products of the Company
are ready-to-eat cereals and other convenience food products which are
manufactured in 20 countries and distributed in more than 160
countries. The Company'sCompany’s products are generally marketed
under the KELLOGG'S(R) nameKELLOGG’S® and MORNINGSTAR FARMS® names
and are sold principally to the grocery trade through direct
sales forces for resale to consumers. The Company uses broker and
distribution arrangements for certain products as well as in
less developedless-developed market areas. Additional information pertaining to
the relative sales of ready-to-eat cereals and the
Company's otherCompany’s convenience food products is found in Note 1314 to
the Consolidated Financial Statements on pages 3133
and 3234 of the Company'sCompany’s Annual Report.

Other
Convenience Food Products. In the United States, and Canada, in
addition to ready-to-eat cereals, the Company produces and
distributes toaster pastries, bagels, frozen waffles, frozen pancakes,
crispy marshmallow squares, cereal bars, and cereal bars.meat alternatives.
The Company also markets these and other convenience food
products in various locations throughout the world.

world, including
Canada, Mexico, Europe, and Australia.

Raw Materials. Agricultural commodities are the principal
raw materials used in the Company'sCompany’s products. Cartonboard,
corrugated, and plastic are the principal packaging materials
used by the company. World supplies and prices of such
commodities and materials are constantly monitored, as are
government trade policies. The cost of raw materials may
fluctuate widely due to government policy and regulation, weather
conditions, or other unforeseen circumstances. Continuous
efforts are made to maintain and improve the qualities and
supplies of raw materials for purposes of the Company'sCompany’s
short-term and long-term requirements.
The principal ingredients in the products produced by the Company
in the United States include corn grits, oats, rice, soy beans,
various fruits, sweeteners, wheat, and wheat derivatives.
Ingredients are purchased principally from sources in the United
States. In producing toaster pastries, bagels, frozen waffles, and cereal
bars, the Company may use flour, shortening, sweeteners, dairy
products, eggs, fruit, and other filling ingredients, which
ingredients are obtained from various sources.

Although the
The Company both enters into some long-term contracts the
bulk of suchfor raw
materials are purchasedand purchases raw materials on the open market.market,
depending on the Company’s view of possible price
fluctuations, supply levels, and the Company’s relative
negotiating power. While the cost of raw materials may increase
over time, the Company believes that it will be able to purchase
an adequate supply of such raw materials as needed. The Company
also uses commodity futures and options to hedge some of its raw
material costs. Refer to Note 1112 to the Consolidated
Financial Statements contained in the Company'sCompany’s Annual
Report on page 30.pages 32 and 33.

Raw materials and packaging needed for internationally based
operations are available in adequate supply and are sometimes
imported from countries other than those where used in
manufacture.
Cereal processing ovens at major domestic and international
facilities are regularly fueled by natural gas or propane
obtained from local utilities or other local suppliers.
Short-term standby propane storage exists at several plants for
use in the event of interruption in natural gas supplies.
Additionally, oil may be used to fuel certain plant operations at
various plants in the event of natural gas shortages at various plants or when its
use presents economic advantages.

Trademarks and Technology. Generally, the Company'sCompany’s
products are marketed under trademarks owned by the Company. The
Company'sCompany’s principal trademarks are its housemark, brand
names, slogans, and designs
2

related to cereals and other convenience food products
manufactured and marketed by the Company.Company as well as licensed uses
of these marks on various goods. These

2
3 trademarks include
Kellogg's(R)Kellogg’s®, for cereals and other products of the
Company and the brand names of certain ready-to-eat cereals,
including All-Bran(R)All-Bran®, Kellogg's Squares(TM)Kellogg’s Squares™, Apple
Jacks(R), Apple Raisin Crisp(R), Apple Cinnamon
Rice Krispies(R)Jacks®, Bran Buds(R)Buds®, Complete(R)Complete® Bran Flakes,
Complete® Wheat Flakes, Cocoa Krispies(R)Krispies®, Common
Sense(R)Sense®, Cruncheroos(R)Country Inn Specialties™, Kellogg'sCruncheroos®,
Kellogg’s Corn Flakes(R)Flakes®, Cracklin'Cracklin’ Oat Bran(R)Bran®,
Kellogg's(R) Cinnamon Mini-Buns, Crispix(R), Double Dip Crunch(R)Crispix®, Froot Loops(R)Loops®, Kellogg'sKellogg’s Frosted
Bran(R), Kellogg's Frosted Flakes(R)Flakes®, Frosted Krispies(R), Frosted Mini-Wheats(R), Fruitful Bran(R), Fruity Marshmallow
Krispies(R)Mini-Wheats®, Just Right(R)Right®,
Kellogg's(R)Kellogg’s® Low Fat Granola, Nut && Honey
Crunch(R)Crunch®, Nut && Honey Crunch O's(TM)O’s™,
Muesli(R)Muesli®, Nutri-Grain(R)Nutri-Grain®, Corn Pops(R)Pops®,
Product 19(R)19®, Kellogg's(R)Kellogg’s® Two Scoops(R)Scoops®
Raisin Bran, Rice Krispies(R)Krispies®, Rice Krispies Treats(R)Treats®,
Smacks(R)Raisin Bran Crunch™, Smacks®, Smart Start(R)Start®,
Special K(R)K®, Kellogg'sSpecial K Plus™, Kellogg’s
Cocoa Frosted Flakes(TM)Flakes™, Razzle Dazzle Rice Krispies(TM)Krispies™,
and Kellogg's(R)Kellogg’s® Honey Crunch Corn Flakes(TM)Flakes™.
Additional Company trademarks are the names of certain
combinations of Kellogg's(R)Kellogg’s® ready-to-eat cereals,
including Breakfast Mates(TM)Mates™, Handi-Pak(R)Handi-Pak®,
Snack-Pak(R)Snack-Pak®, Fun Pak(R)Pak®, Jumbo(R)Jumbo® and Variety(R)Variety®
Pak. Other Company brand names include Kellogg's(R)Kellogg’s® Corn
Flake Crumbs; Croutettes(R)Croutettes® for herb season stuffing mix;
Kellogg's(R) Nutri-Grain(R)Kellogg’s® Nutri-Grain® for cereal bars; Pop-Tarts
Pastry Swirls(TM)Swirls™ for toaster danish; Pop-Tarts(R)Pop-Tarts® for
toaster pastries; Eggo(R)Eggo®, Special K(R)K® and
Nutri-Grain(R)Nutri-Grain® for frozen waffles; Lender's(R) for
Bagels;waffles and pancakes; Rice Krispies
Treats(TM)Treats™ for crispy marshmallow squares.squares; and Morningstar
Farms®, Loma Linda®, Natural Touch® and
Worthington® for certain meat alternatives.
Company trademarks also include depictions of certain animated
characters in conjunction with the Company'sCompany’s products,
including Snap!(R)®Crackle!(R)®Pop!(R)® for
Kellogg's(R) Frosted Krispies(R), Fruity
Marshmallow Krispies(R),Kellogg’s® Razzle Dazzle Rice Krispies(TM),Krispies™ and Rice
Krispies(R)Krispies®; Tony the Tiger(TM)Tiger™ for Kellogg'sKellogg’s Frosted
Flakes(R)Flakes® and Kellogg'sKellogg’s Cocoa Frosted Flakes(TM)Flakes™;
Toucan Sam(R)Sam® for Froot Loops(R)Loops®; Dig 'Em!(R)’Em!®
for Smacks(R)Smacks®; Coco(TM)
Coco™for Cocoa Krispies(R)Krispies®; and
Cornelius(R)Cornelius® and Corny(TM)Corny™ for Kellogg'sKellogg’s Corn
Flakes(R)Flakes®.
The slogans "The“The Best To You Each Morning"(R)Morning”®,
"The“The Original and Best(R)Best®”," and "They're“They’re
Gr-r-reat!"(R)”® used in connection with the Company’s
ready-to-eat cereals, along with “L’ Eggo my
Eggo”™, used in connection with the Company's ready-to-eat
cereals,Company’s
frozen waffles and pancakes, are also important Company
trademarks. The Company'sCompany’s use of the advertising themes
"Better Breakfast"(TM)“Better Breakfast”™, "Get“Get A Taste For The
Healthy Life"(TM)Life”™, and "Cereal...Eat“Cereal...Eat It For
Life"(TM)Life”™ represent part of its effort to establish
throughout the United States and the world the concept of a
nutritious breakfast.
The Company considers that, taken as a whole, the rights under
its various patents, which expire from time to time, are a
valuable asset, but the Company does not believe that its
businesses are materially dependent on any single patent or group
of related patents. The Company'sCompany’s activities under licenses
or other franchises or concessions are not material.

Seasonality. Demand for the Company'sCompany’s products is
approximately level throughout the year.

Working Capital. Although terms vary around the world, in
the United States the Company generally requires payment for
goods sold eleven days subsequent to the date of invoice, with a
2% discount allowed for payment within ten days. Receipts from
goods sold, supplemented as required by borrowings, provide for
the Company'sCompany’s payment of dividends, capital expansion, and
for other operating expenses and working capital needs.

Customers. The Company is not dependent on any single
customer or a few customers for a material part of its sales.
However, in the United States, the Company’s top four
customers account for over 20% of net sales. There has been
significant worldwide consolidation in the grocery industry in
recent years and the Company believes that this trend is likely
to continue. Although the loss of any large customer for an
extended length of time could negatively impact the
Company’s sales and profits, the Company does not anticipate
that this will occur due to the consumer demand for our products
and our relationships with our customers. Products of the
Company are sold through its own sales forces and through broker
and distributor arrangements and are generally resold to
consumers in retail stores, restaurants, and other food service
establishments.

Backlog. For the most part, orders are filled within a few
days of receipt and are subject to cancellation at any time
prior to shipment. The backlog of any unfilled orders at any
particular time is not material to the Company.

Competition. The Company has experienced intense
competition for sales of all of its principal products in its
major markets, both domestically and internationally. The
Company'sCompany’s products compete with advertised and branded
products of a similar nature as well as unadvertised and private
label products, which are typically distributed at lower prices,
and generally with other food products with different
characteristics. Principal methods and factors of competition
include new product introductions, product quality, composition
and nutritional value, price, advertising, and promotion.

3
4

Research and Development. Research to support and expand
the use of the Company'sCompany’s existing products and to develop
new food products is carried on at the W.K. Kellogg
Institute for Food and Nutrition Research in Battle Creek,
Michigan, and at other locations around the world. The
Company'sCompany’s expenditures for research and development were
approximately $104.1 million in 1999, $121.9 million in
1998, and $106.1 million in 1997, and $84.3 million in 1996.

1997.

Environmental Matters. The Company'sCompany’s facilities are
subject to various foreign, federal, state, and local laws and
regulations regarding the discharge of material into the
environment and the protection of the environment in other ways.
The Company is not a party to any material proceedings arising
under these regulations. The Company believes that compliance
with existing environmental laws and regulations will not
materially affect the financial condition or the competitive
position of the Company. The Company is currently in substantial
compliance with all material environmental regulations affecting
the Company and its properties.

Employees. At December 31, 1998,1999, the Company had
14,49815,051 employees.

Financial Information About Geographic Areas. The
information called for by this Item is incorporated herein by
reference from Note 1314 to the Consolidated Financial Statements
on pages 3133 and 3234 of the Company'sCompany’s Annual Report.

ITEM
Item 2. PROPERTIES Properties
The Company'sCompany’s corporate headquarters and principal research
and development facilities are located in Battle Creek, Michigan.

The Company operates manufacturing plants and warehouses totaling
more than tentwelve million (10,000,000)(12,000,000) square feet of building
area in the United States and other countries. The Company'sCompany’s
plants have been designed and constructed to meet its specific
production requirements, and the Company periodically invests
money for capital and technological improvements. At the time of
its selection, each location was considered to be favorable,
based on the location of markets, sources of raw materials,
availability of suitable labor, transportation facilities,
location of other Company plants producing similar products, and
other factors. Manufacturing facilities of the Company in the
United States include four cereal plants and warehouses located
in Battle Creek, Michigan; Lancaster, Pennsylvania; Memphis,
Tennessee; and Omaha, Nebraska. The Company's
otherCompany’s United States
convenience foods plants are located in San Jose, California;
New Haven,
Connecticut; West Haven, Connecticut; Atlanta, Georgia; Mattoon, Illinois;Rome, Georgia; Pikeville, Kentucky; Blue
Anchor, New Jersey; West Seneca, New York;Worthington, Ohio; Zanesville, Ohio; Muncy,
Pennsylvania; and Rossville, Tennessee.
Outside the United States, the Company has additional
manufacturing locations, some with warehousing facilities, in
Argentina, Australia, Brazil, Canada, China, Colombia, Ecuador,
Germany, Great Britain, Guatemala, India, Japan, Malaysia,
Mexico, South Africa, South Korea, Spain, Thailand, and
Venezuela.

The principal properties of the Company, including its major
office facilities, are held in feeowned by the Company and none is subject
to any major lien or other encumbrance. Distribution centers and
offices of non-plant locations typically are leased. The Company
considers its facilities generally suitable, adequate, and of
sufficient capacity for its current operations.

ITEM
4

Item 3. LEGAL PROCEEDINGS Legal Proceedings
The Company is not a party to any pending legal proceedings
which, if decided adversely, would be material to the Company on
a consolidated basis, nor are any of the Company'sCompany’s
properties or subsidiaries subject to any such proceedings.

ITEM
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Submission of Matters to a Vote of Security
Holders
Not applicable.

4
5

ITEM
Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT Executive Officers of the Registrant
The names, ages as of February 28, 1999,29, 2000, and positions of
the executive officers of the Company are listed below together
with their business experience. Executive officers are elected
annually by the Board of Directors at the meeting immediately
following the Annual Meeting of Stockholders.Share Owners.

Arnold G. Langbo

Chairman of the Board and Chief Executive Officer.............................6162

Mr. Langbo has been employed
by the Company since 1956. He was named President and Chief
Operating Officer in 1990 and became Chairman of the Board and
Chief Executive Officer in 1992. In June of 1998, Mr. Carlos M.
Gutierrez was named President and Chief Operating Officer. In
April of 1999, Mr. Gutierrez was named Chief Executive
Officer. Mr. Langbo retained his positionsposition as Chairman of the
BoardBoard.

Carlos M. Gutierrez

President and Chief Executive Officer.

Carlos M. Gutierrez
President and Chief Operating Officer.........................................45Officer 46

Mr. Gutierrez joined Kellogg
de Mexico in 1975. In 1993, Mr. Gutierrez was promoted to
Executive Vice President, Kellogg USA Inc. and General
Manager, Kellogg USA Cereal Division. He was appointed Executive
Vice President and President, Kellogg Asia-Pacific in 1994, and
Executive Vice President -– Business Development in
1996. In June of 1998, Mr. Gutierrez was named President and Chief
Operating Officer, and in April of 1999 he was named Chief
Executive Officer.

John D. Cook

Executive Vice President, President, Kellogg North America....................45America 46

Mr. Cook joined Kellogg
Company as Executive Vice President, President, Kellogg North
America in February of 1999. From 1988 to 1999, Mr. Cook was
a director with McKinsey and Company, Inc., a leading corporate
strategy group.
Jean-Louis Gourbin

Jacobus Groot

Executive Vice President, President, Kellogg Europe...........................51
Mr. Gourbin joined Kellogg France in 1983. He was promoted to President and
CEO - Kellogg Canada Inc. in 1990. In 1995, he was named Managing
Director - Kellogg (Aust.) Pty. Ltd. Mr. Gourbin was appointed Executive Vice
President and President, Kellogg Asia-Pacific in 1996. Mr. Gourbin was appointed
President, Kellogg Europe in September of 1998.

Jacobus Groot
Executive Vice President, President, Kellogg Asia Pacific.....................4849

Mr. Groot joined Kellogg
Company as Executive Vice President, President, Kellogg
Asia PacificAsia-Pacific in January of 1999. Prior to joining Kellogg
Company, Mr. Groot was employed by The Procter and Gamble
Company for 17 years. His most recent position was Group
Vice President (President-Asia, North, and President, Paper
Products-Asia, Procter and Gamble Asia), a position he held since
1995.
Alan F. Harris

Executive Vice President, President, Kellogg Latin America....................44Europe 45

Mr. Harris joined Kellogg
Company of Great Britain Limited in 1984. In 1993, he was
appointed President, Kellogg Canada Inc. In 1994, he was promoted
to Executive Vice President -– Marketing and Sales, -
Kellogg USA Inc. Mr. Harris was promoted to Executive
Vice President and President, Kellogg Latin America in 1997. John R. Hinton
Executive Vice President - Administration and Chief Financial Officer.........53
Mr. Hinton joined the Company as Assistant to the Vice President - Finance
in 1979. He
was appointed Executive Vice President - Financial Administration
and Treasurer forPresident, Kellogg
USA Inc.Europe in 1993. In 1995, Mr. Hinton was namedMarch of 1999.
5

Janet L. Kelly

Executive Vice President – Corporate Development,
General Counsel and Secretary 42

Ms. Kelly joined Kellogg
Company as Executive Vice President – Corporate
Development, General Counsel and Secretary in September of 1999.
Prior to joining Kellogg Company, Ms. Kelly served as Senior
Vice President, - AdministrationSecretary and Chief Financial Officer. In 1997, Mr. HintonGeneral Counsel for Sara Lee
Corporation. Before joining Sara Lee, Ms. Kelly was nameda
partner at the law firm Sidley & Austin.

Thomas J. Webb

Executive Vice President, - AdministrationChief Financial Officer 47

Mr. Webb joined Kellogg
Company as Executive Vice President and Chief Financial Officer
5
6

Donald W. Thomason
Executive Vice President - Services and Technology............................55in January of 2000. Prior to joining Kellogg Company,
Mr. Thomason has been employed by theWebb served in a variety of executive positions at Ford
Motor Company since 1966. He was named
Executive Vice President - Services and Technology in 1990.for over 22 years, including three years as
Chief Financial Officer of Visteon, an $18 billion
enterprise of Ford.

Donna J. Banks

Senior Vice President - Research and Development..............................42– Global Innovation 43

Dr. Banks joined the Company
in 1983. In 1991, she was promoted to Vice President -–
Research and DevelopmentDevelopment. Dr. Banks became Senior Vice
President -– Research and Development in 1997.

Richard M. Clark
Senior Vice President, General Counsel and Secretary..........................61
Mr. Clark joined the Company as Senior Vice President, General Counsel and
Secretary in 1989.

Robert L. Creviston
Senior Vice President - Human Resources.......................................57
Mr. Creviston joined the Company as Vice President - Employee Relations in
1982. He was named Senior Vice President - Human Resources in 1991.

Jay W. Shreiner
Senior Vice President.........................................................49
Mr. Shreiner joined the Company as Assistant Treasurer in 1983. He was
named Vice President - Information Services in 19901997, and
Senior Vice President and Chief Information Officer– Global Innovation in 1995. In JanuaryJune of
1999, Mr. Shreiner accepted
an interim assignment as Chief Financial Officer of Kellogg Europe.1999.

Joseph M. Stewart

Senior Vice President -– Corporate Affairs.....................................56Affairs 57

Mr. Stewart has been employed
by the Company since 1980. He was named Senior Vice
President -– Corporate Affairs in 1988.
Michael J. Teale

Senior Vice President -– Global Supply Chain...................................54Chain 55

Mr. Teale joined Kellogg
Company of Great Britain Limited in 1966. He was named Vice
President -– Cereal Manufacturing of the Company'sCompany’s
U.S. Food Products Division in 1990, Senior Vice
President -– Worldwide Operations and Technology in
1994, and Senior Vice President -– Global Supply Chain
in February of 1999.
Alan Taylor

Jeffrey M. Boromisa

Vice President, - Corporate Controller.........................................47Controller 44

Mr. Taylor has been employed by theBoromisa joined Kellogg
Company since 1982.in 1981 as a senior auditor. He served as
Director - Financein various
financial positions until he was named Vice President –
Purchasing of Kellogg (Aust.) Pty. Ltd. from 1988 until 1993. He becameNorth America in 1997. In November of
1999, Mr. Boromisa was promoted to Vice President and
Corporate Controller of the Company in 1993, and was named a Vice President in 1994.

Kellogg Company.

PART II

ITEM
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS Market for the Registrant’s Common
Stock and Related Stockholder Matters
The information called for by this Item is set forth on page 3133
of the Company'sCompany’s Annual Report in Note 1213 to the
Consolidated Financial Statements of the Company, which is
incorporated by reference into Item 8 of this Report.

ITEM
Item 6. SELECTED FINANCIAL DATA Selected Financial Data
The information called for by this Item is incorporated herein by
reference from the chart entitled "Selected“Selected Financial
Data"Data” on pages 1420 and 1521 of the Company'sCompany’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.

6
7

ITEM
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS Management’s Discussion and Analysis
of Financial Condition and Results of Operations
The information called for by this Item is incorporated herein by
reference from pages 1613 through 2119 of the
Company'sCompany’s Annual Report.

ITEM
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Quantitative and Qualitative Disclosures
About Market Risk.
The information called for by this Item is incorporated herein by
reference from pages 3335 and 3436 of the Company'sCompany’s
Annual Report.

ITEM
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial Statements and Supplementary Data
The information called for by this Item is incorporated herein by
reference from pages 22 through 3234 of the
Company'sCompany’s Annual Report. Supplementary quarterly financial
data, also incorporated herein by reference, is set forth in
Note 1213 to the Consolidated Financial Statements on
page 3133 of the Company'sCompany’s Annual Report.

ITEM
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
None.

PART III

ITEM
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors --and Executive Officers of the
Registrant
Directors — Refer to the Company'sCompany’s Proxy Statement
dated March 12, 1999,17, 2000, for the Annual Meeting of StockholdersShare
Owners to be held on April 23, 1999,28, 2000, under the caption
"Election“Election of Directors"Directors” on pages 45 through 6,7, which
information is incorporated herein by reference.

Executive Officers of the Registrant --— Refer to
"Executive“Executive Officers of the Registrant"Registrant” under
Item 4A at pages 5 through 6 of this Report.
For information concerning Section 16(a) of the Securities
Exchange Act of 1934, refer to the Company'sCompany’s Proxy Statement
dated March 12, 1999,17, 2000, for the Annual Meeting of StockholdersShare
Owners to be held on April 23, 1999,28, 2000, under the caption
"Section“Section 16(a) Beneficial Ownership Reporting
Compliance"Compliance” at page 3,4, which information is incorporated
herein by reference.

ITEM
Item 11. EXECUTIVE COMPENSATION Executive Compensation
Refer to the Company'sCompany’s Proxy Statement dated March 12, 1999,17,
2000, for the Annual Meeting of StockholdersShare Owners to be held on
April 23, 1999,28, 2000, under the caption "Executive Compensation"“Executive
Compensation” at pages 78 through 11,12, which information is
incorporated herein by reference.

ITEM
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Security Ownership of Certain Beneficial
Owners and Management
Refer to the Company'sCompany’s Proxy Statement dated March 12, 1999,17,
2000, for the Annual Meeting of StockholdersShare Owners to be held on
April 23, 1999,28, 2000, under the caption "Security Ownership"“Security
Ownership” at pages 23 through 3,4, which information is
incorporated herein by reference.

ITEM
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Certain Relationships and Related
Transactions
None.

PART IV

ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES, AND REPORTS
ON FORM
Item 14. Exhibits, Consolidated Financial Statements and Schedules, and
Reports on Form 8-K
The following Consolidated Financial Statements and related
Notes, together with the Report thereon of
PricewaterhouseCoopers LLP dated January 29, 1999,27, 2000,
appearing on pages 22 through 3335 of the Company's
7
8Company’s Annual
Report to StockholdersShare Owners for the fiscal year ended
December 31, 1998,1999, are incorporated herein by reference:
(A)1. CONSOLIDATED FINANCIAL STATEMENTS
(a)1. Consolidated Financial Statements
Consolidated Statement of Earnings for the years ended
December 31, 1999, 1998, 1997, and 1996.1997.

Consolidated Statement of Shareholders'Shareholders’ Equity for the years
ended December 31, 1999, 1998, 1997, and 1996.1997.
Consolidated Balance Sheet at December 31, 19981999 and 1997.1998.
Consolidated Statement of Cash Flows for the years ended
December 31, 1999, 1998, 1997, and 1996.1997.
Notes to Consolidated Financial Statements.
(A)2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
(a)2. Consolidated Financial Statement Schedule
The Financial Schedule and related Report of Independent
Accountants filed as part of this Report are as follows:

PAGE
----
Page

Schedule II --— Valuation Reserve............................ 11Reserves 9

Report of Independent Accountants........................... 12Accountants 10

This Consolidated Financial Statement Schedule should be read in
conjunction with the Consolidated Financial Statements and Notes
thereto included in the Company'sCompany’s Annual Report to StockholdersShare
Owners for the fiscal year ended December 31, 1998.1999.

All other financial statement schedules are omitted because they
are not applicable.
(A)3. EXHIBITS

EXHIBIT NO. DESCRIPTION
- ----------- -----------
(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 12-14 of
this Report.
(b) Reports on Form 8-K
The Company filed a Form 8-K on October 4, 1999,
pertaining to the acquisition of Worthington Foods, Inc., and on
September 28, 1999, the Company filed a Form 8-K
pertaining to the disposition of the Lender’s Bagels
business.

SCHEDULE II — VALUATION RESERVES
(in millions)

1999 1998 1997
Accounts Receivable

Balance at January 1 $ 12.9 $ 7.5 $ 6.6

Additions charged to cost and expenses 0.6 5.7 2.4

Doubtful accounts charged to reserve (4.2 ) (0.5 ) (1.0 )

Currency translation adjustments (0.7 ) 0.2 (0.5 )

Balance at December 31 $ 8.6 $ 12.9 $ 7.5
1999 1998 1997
Deferred Income Tax Asset Valuation Allowance

Balance at January 1 $ 68.6 $ 45.9 $ 31.6

Additions charged to income tax expense 15.6 23.0 25.5

Deductions credited to income tax expense (22.4 ) (0.3 ) (11.2 )

Balance at December 31 $ 61.8 $ 68.6 $ 45.9
9

Report of Independent Accountants on Financial Statement
Schedule

To the Shareholders and Board of Directors

of Kellogg Company
Our audits of the consolidated financial statements referred to
in our report dated January 27, 2000, appearing in the 1999
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 14(a) 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

PRICEWATERHOUSECOOPERS LLP

Battle Creek, Michigan

January 27, 2000
10

SIGNATURES
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 24th day of March 2000.

KELLOGG COMPANY
By:
/s/ CARLOS M. GUTIERREZ
Carlos M. Gutierrez
President
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.

Name Capacity Date

/s/ CARLOS M. GUTIERREZ
Carlos M. Gutierrez
President, Chief Executive Officer; Director (Principal Executive
Officer) March 24, 2000

/s/ THOMAS J. WEBB
Thomas J. Webb
Executive Vice President and Chief Financial Officer (Principal
Financial Officer) March 24, 2000

/s/ JEFFREY M. BOROMISA
Jeffrey M. Boromisa
Vice President and Corporate Controller (Principal Accounting
Officer) March 24, 2000

Arnold G. Langbo
Chairman of the Board

Benjamin S. Carson Sr.
Director

Carleton S. Fiorina
Director

Claudio X. Gonzalez
Director

Gordon Gund
Director

Dorothy A. Johnson
Director

William E. LaMothe
Director

Ann McLaughlin
Director

J. Richard Munro
Director

William D. Perez
Director

Harold A. Poling
Director

William C. Richardson
Director

John L. Zabriskie
Director

By: /s/ JANET L. KELLY
Janet L. Kelly

As Attorney-in-Fact March 24, 2000 11

EXHIBIT INDEX
Electronic(E)
Paper(P)
Incorp. By
Exhibit No. Description Ref.(IBRF)
3.01
Amended Restated Certificate of Incorporation of Kellogg Company,
incorporated by reference to Exhibit 3.01 to the
Company'sCompany’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, Commission file
number 1-4171. IBRF
3.02
Bylaws of Kellogg Company, as amended, incorporated by reference
to Exhibit 3.02 to the Company'sCompany’s Annual Report on
Form 10-K for the fiscal year ended December 31, 1995,
Commission file number 1-4171. IBRF
4.01
Fiscal Agency Agreement dated as of January 29, 1997,
between the Company and Citibank, N.A., Fiscal Agent,
incorporatedIncorporated by reference to Exhibit 4.01 to the
Company'sCompany’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, Commission file
number 1-4171. IBRF
4.02
Form of Debt Security related to the Fiscal Agency Agreement
described in Exhibit 4.01 above, incorporated by reference
to Exhibit 4.02 to the Company'sCompany’s Annual Report on
Form 10-K for the fiscal year ended December 31, 1997,
Commission file number 1-4171. IBRF
4.03
Indenture dated as of August 5, 1997, between the Company
and Citibank, N.A., Trustee and Collateral Agent, incorporatedIncorporated by
reference to Exhibit 4.03 to the Company'sCompany’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171. IBRF
4.04
Form of Debt Security related to the Indenture described in
Exhibit 4.03 above, incorporated by reference to
Exhibit 4.04 to the Company'sCompany’s Annual Report on
Form 10-K for the fiscal year ended December 31, 1997,
Commission file number 1-4171. IBRF
4.05
Indenture dated August 1, 1993 between the Company and
Harris Trust and Savings Bank, incorporated by reference to
Exhibit 4.1 to the Company'sCompany’s Registration Statement on
Form S-3, Commission file number 33-49875. IBRF
4.06
Kellogg Company 4 7/8% Notes Due 2005;
US $200,000,000.
$200,000,000. IBRF
4.07
Kellogg Company 5 3/4% Extendible Notes Due 2001;
US $200,000,000.

8
9

EXHIBIT NO. DESCRIPTION
- ----------- -----------
IBRF
10.01
Kellogg Company Excess Benefit Retirement Plan, incorporated by
reference to Exhibit 10.01 to the Company'sCompany’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 1983, Commission file number 1-4171.* IBRF
10.02
Kellogg Company Supplemental Retirement Plan, incorporated by
reference to Exhibit 10.05 to the Company'sCompany’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 1990, Commission file number 1-4171.* IBRF
10.03
Kellogg Company Supplemental Savings and Investment Plan,
incorporatedIncorporated by reference to Exhibit 10.03 to the
Company'sCompany’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, Commission file
number 1-4171.* IBRF
10.04
Kellogg Company 1982 Stock Option Plan, as amended on
December 7, 1990, incorporated by reference to Exhibit 10.07 to the Company'sCompany’s Annual Report on Form 10-K for
the fiscal year ended December 31, 1990, Commission file
number 1-4171.* IBRF
10.05
Kellogg Company International Retirement Plan, incorporated by
reference to Exhibit 10.05 to the Company'sCompany’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171.* IBRF
10.06
Kellogg Company Executive Survivor Income Plan, incorporated by
reference to Exhibit 10.06 to the Company'sCompany’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 1985, Commission file number 1-4171.* IBRF 12

Electronic(E)
Paper(P)
Incorp. By
Exhibit No. Description Ref.(IBRF)
10.07
Kellogg Company Key Executive Benefits Plan, incorporated by
reference to Exhibit 10.09 to the Company'sCompany’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 1991, Commission file number 1-4171.* IBRF
10.08
Kellogg Company Key Employee Long Term Incentive Plan,
incorporatedIncorporated by reference to Exhibit 10.08 to the
Company'sCompany’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, Commission file
number 1-4171.* IBRF
10.09
Deferred Compensation Plan for Non-Employee Directors,
incorporatedIncorporated by reference to Exhibit 10.10 to the
Company'sCompany’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, Commission file
number 1-4171.* IBRF
10.10
Kellogg Company Senior Executive Officer Performance Bonus Plan,
incorporated by reference to Exhibit 10.10 to the
Company'sCompany’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, Commission file
number 1-4171.* IBRF
10.11
Stock Compensation Program for Non-Employee Directors of Kellogg
Company, as amended.* IBRF
10.12
Kellogg Company Bonus Replacement Stock Option Plan, incorporatedIncorporated
by reference to Exhibit 10.12 to the Company'sCompany’s Annual
Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171.* IBRF
10.13
Kellogg Company Executive Compensation Deferral Plan,
,
incorporatedIncorporated by reference to Exhibit 10.13 to the
Company'sCompany’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, Commission file
number 1-4171.* IBRF
10.14
Agreement between the Company and T. A. KnowltonJohn Cook dated October 1, 1998.January
26, 1999. Incorporated by reference to Exhibit 10.03 to the
Company’s Quarterly Report on Form 10-Q for the Quarter
ended March 31, 1999.* IBRF
10.15
Agreement between the Company and D. G. FritzJacobus Groot dated
October
1,December 17, 1998. Incorporated by reference to
Exhibit 10.02 to the Company’s Quarterly Report on
Form 10-Q for the Quarter ended March 31, 1999.* IBRF
10.16
Agreement between the Company and Janet Langford Kelly dated
August 30, 1999. Incorporated by reference to Exhibit
10.01 to the Company’s Quarterly Report on Form 10-Q
for the Quarter ended September 30, 1999.* IBRF
10.17
Agreement between the Company and Thomas Webb dated
December 30, 2000.* E
10.18
Agreement between the Company and Alan F. Harris dated
March 19, 1999.* E
13.01
Pages 1413 through 3436 of the Company'sCompany’s Annual Report to
StockholdersShare Owners for the fiscal year ended December 31, 1998.
1999. E
21.01
Domestic and Foreign Subsidiaries of the Company. E
23.01
Consent of PricewaterhouseCoopers LLP.
23.02 Consent of PricewaterhouseCoopers LLP.

9
10

EXHIBIT NO. DESCRIPTION
- ----------- -----------
E
24.01
Powers of Attorney authorizing Richard M. ClarkJanet Langford Kelly to execute
the Company'sCompany’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1998,1999, on behalf of the Board of
Directors, and each of them. E
27.01
Financial Data Schedule.
99.01 Kellogg Company American Federation of Grain Millers Savings
and Investment Plan Annual Report on Form 11-K for the
fiscal year ended October 31, 1998.
99.02 Kellogg Company Salaried Savings and Investment Plan Annual
Report on Form 11-K for the fiscal year ended October 31,
1998. E

- -------------------------
*
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 stockholdersshare owners a copy of any of
the above Exhibits not included herein upon the written request
of such stockholdershare owner and the payment to the Company of the
reasonable expenses incurred by the Company in furnishing such
copy or copies.

(B) REPORTS ON FORM 8-K

The Company filed a Form 8-K on October 16, 1998, and on December 7, 1998.

10
11

SCHEDULE II -- VALUATION RESERVES

(in millions)

1998 1997 1996
---- ---- ----

ACCOUNTS RECEIVABLE
Balance at January 1........................................ $ 7.5 $ 6.6 $ 6.4
Additions charged to cost and expenses...................... 5.7 2.4 0.7
Doubtful accounts charged to reserve........................ (0.5) (1.0) (0.4)
Currency translation adjustments............................ 0.2 (0.5) (0.1)
------ ------- -------
Balance at December 31...................................... $ 12.9 $ 7.5 $ 6.6
====== ======= =======

1998 1997 1996
---- ---- ----

NON-RECURRING CHARGES
Balance at January 1........................................ $ 51.9 $ 54.3 $ 94.0
Additions charged to cost and expenses...................... 70.5 161.1 121.1
Amounts utilized............................................ (70.9) (163.5) (160.8)
------ ------- -------
Balance at December 31...................................... $ 51.5 $ 51.9 $ 54.3
====== ======= =======

1998 1997 1996
---- ---- ----

DEFERRED INCOME TAX ASSET VALUATION ALLOWANCE
Balance at January 1........................................ $ 45.9 $ 31.6 $ 32.7
Additions charged to cost and expenses...................... 23.0 25.5 2.5
Deductions credited to cost and expenses.................... (0.3) (11.2) (3.6)
------ ------- -------
Balance at December 31...................................... $ 68.6 $ 45.9 $ 31.6
====== ======= =======

11
12

REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE

To the Stockholders and Board of Directors
of Kellogg Company

Our audits of the consolidated financial statements referred to in our
report dated January 29, 1999, appearing in the 1998 Annual Report to
Stockholders 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 14(a)
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

PRICEWATERHOUSECOOPERS LLP

Battle Creek, Michigan
January 29, 1999

12
13

SIGNATURES

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 25th day of March
1999.
KELLOGG COMPANY

By: /s/ ARNOLD G. LANGBO

------------------------------------
Arnold G. Langbo
Chairman of the Board
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.

NAME CAPACITY DATE
---- -------- ----

/s/ ARNOLD G. LANGBO Chairman of the Board, Chief March 25, 1999
--------------------------------------------- Executive Officer; Director
Arnold G. Langbo (Principal Executive Officer)

/s/ JOHN R. HINTON Executive Vice March 25, 1999
--------------------------------------------- President-Administration and Chief
John R. Hinton Financial Officer (Principal
Financial Officer)

/s/ ALAN TAYLOR Vice President and Corporate March 25, 1999
--------------------------------------------- Controller (Principal Accounting
Alan Taylor Officer)

Director
---------------------------------------------
Benjamin S. Carson

Director
---------------------------------------------
Carleton S. Fiorina

Director
---------------------------------------------
Claudio X. Gonzalez

Director
---------------------------------------------
Gordon Gund

Director
---------------------------------------------
Carlos M. Gutierrez

Director
---------------------------------------------
Dorothy A. Johnson

Director
---------------------------------------------
William E. LaMothe

Director
---------------------------------------------
Ann McLaughlin

Director
---------------------------------------------
J. Richard Munro

Director
---------------------------------------------
Harold A. Poling

Director
---------------------------------------------
William C. Richardson

Director
---------------------------------------------
Donald H. Rumsfeld

Director
---------------------------------------------
John L. Zabriskie

By: /s/ RICHARD M. CLARK March 25, 1999
---------------------------------------
Richard M. Clark
As Attorney-in-Fact

13
14
EXHIBIT INDEX

ELECTRONIC(E)
PAPER(P)
INCORP. BY
EXHIBIT NO. DESCRIPTION REF.(IBRF)
- ----------- ----------- -------------

3.01 Amended Restated Certificate of Incorporation of Kellogg
Company, incorporated by reference to Exhibit 3.01 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, Commission file number 1-4171. IBRF
3.02 Bylaws of Kellogg Company, as amended, incorporated by
reference to Exhibit 3.02 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995,
Commission file number 1-4171. IBRF
4.01 Fiscal Agency Agreement dated as of January 29, 1997,
between the Company and Citibank, N.A., Fiscal Agent,
incorporated by reference to Exhibit 4.01 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171. IBRF
4.02 Form of Debt Security related to the Fiscal Agency Agreement
described in Exhibit 4.01 above, incorporated by reference
to Exhibit 4.02 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, Commission file
number 1-4171. IBRF
4.03 Indenture dated as of August 5, 1997, between the Company
and Citibank, N.A., Trustee and Collateral Agent,
incorporated by reference to Exhibit 4.03 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171. IBRF
4.04 Form of Debt Security related to the Indenture described in
Exhibit 4.03 above, incorporated by reference to Exhibit
4.04 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, Commission file number
1-4171. IBRF
4.05 Indenture dated August 1, 1993 between the Company and
Harris Trust and Savings Bank, incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form
S-3, Commission file number 33-49875. IBRF
4.06 Kellogg Company 4 7/8% Notes Due 2005; US $200,000,000. E
4.07 Kellogg Company 5 3/4% Extendible Notes Due 2001; US
$200,000,000. E
10.01 Kellogg Company Excess Benefit Retirement Plan, incorporated
by reference to Exhibit 10.01 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1983,
Commission file number 1-4171.* IBRF
10.02 Kellogg Company Supplemental Retirement Plan, incorporated
by reference to Exhibit 10.05 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1990,
Commission file number 1-4171.* IBRF
10.03 Kellogg Company Supplemental Savings and Investment Plan,
incorporated by reference to Exhibit 10.03 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, Commission file number 1-4171.* IBRF
10.04 Kellogg Company 1982 Stock Option Plan, as amended on
December 7, 1990, incorporated by reference to Exhibit 10.07
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1990, Commission file number
1-4171.* IBRF
10.05 Kellogg Company International Retirement Plan, incorporated
by reference to Exhibit 10.05 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997,
Commission file number 1-4171.* IBRF
10.06 Kellogg Company Executive Survivor Income Plan, incorporated
by reference to Exhibit 10.06 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1985,
Commission file number 1-4171.* IBRF

14
15

ELECTRONIC(E)
PAPER(P)
INCORP. BY
EXHIBIT NO. DESCRIPTION REF.(IBRF)
- ----------- ----------- -------------

10.07 Kellogg Company Key Executive Benefits Plan, incorporated by
reference to Exhibit 10.09 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991,
Commission file number 1-4171.* IBRF
10.08 Kellogg Company Key Employee Long Term Incentive Plan,
incorporated by reference to Exhibit 10.08 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171.* IBRF
10.09 Deferred Compensation Plan for Non-Employee Directors,
incorporated by reference to Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, Commission file number 1-4171.* IBRF
10.10 Kellogg Company Senior Executive Officer Performance Bonus
Plan, incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, Commission file number 1-4171.* IBRF
10.11 Stock Compensation Program for Non-Employee Directors of
Kellogg Company, as amended.* E
10.12 Kellogg Company Bonus Replacement Stock Option Plan,
incorporated by reference to Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171.* IBRF
10.13 Kellogg Company Executive Compensation Deferral Plan,
incorporated by reference to Exhibit 10.13 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171.* IBRF
10.14 Agreement between the Company and T. A. Knowlton dated
October 1, 1998.* E
10.15 Agreement between the Company and D. G. Fritz dated October
1, 1998.* E
13.01 Pages 14 through 34 of the Company's Annual Report to
Stockholders for the fiscal year ended December 31, 1998. E
21.01 Domestic and Foreign Subsidiaries of the Company. E
23.01 Consent of PricewaterhouseCoopers LLP. E
23.02 Consent of PricewaterhouseCoopers LLP. E
24.01 Powers of Attorney authorizing Richard M. Clark to execute
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, on behalf of the Board of
Directors, and each of them. E
27.01 Financial Data Schedule. E
99.01 Kellogg Company American Federation of Grain Millers Savings
and Investment Plan Annual Report on Form 11-K for the
fiscal year ended October 31, 1998. E
99.02 Kellogg Company Salaried Savings and Investment Plan Annual
Report on Form 11-K for the fiscal year ended October 31,
1998. E

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

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






Title of each class:		Name of each exchange on which registered: ~~COMMON STOCK,~~




Common Stock, $0.25 ~~PAR VALUE PER SHARE NEW YORK STOCK EXCHANGE~~par value per share		New York Stock Exchange


	Page

Schedule II --— Valuation ~~Reserve............................ 11~~Reserves		9




Report of Independent ~~Accountants........................... 12~~Accountants		10






Delaware		38-0710690
State of Incorporation		I.R.S. Employer Identification No.


Item 14.	Exhibits, Consolidated Financial Statements and Schedules, and Reports on Form 8-K


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


	1999			1998			1997

Accounts Receivable




Balance at January 1	$	12.9		$	7.5		$	6.6




Additions charged to cost and expenses		0.6			5.7			2.4




Doubtful accounts charged to reserve		(4.2	)		(0.5	)		(1.0	)




Currency translation adjustments		(0.7	)		0.2			(0.5	)

Balance at December 31	$	8.6		$	12.9		$	7.5


Name	Capacity	Date

/s/ CARLOS M. GUTIERREZ Carlos M. Gutierrez	President, Chief Executive Officer; Director (Principal Executive Officer)		March 24, 2000
/s/ THOMAS J. WEBB Thomas J. Webb	Executive Vice President and Chief Financial Officer (Principal Financial Officer)		March 24, 2000
/s/ JEFFREY M. BOROMISA Jeffrey M. Boromisa	Vice President and Corporate Controller (Principal Accounting Officer)		March 24, 2000
Arnold G. Langbo	Chairman of the Board
Benjamin S. Carson Sr.	Director
Carleton S. Fiorina	Director
Claudio X. Gonzalez	Director
Gordon Gund	Director
Dorothy A. Johnson	Director
William E. LaMothe	Director
Ann McLaughlin	Director
J. Richard Munro	Director
William D. Perez	Director
Harold A. Poling	Director
William C. Richardson	Director
John L. Zabriskie	Director
By: /s/ JANET L. KELLY Janet L. Kelly As Attorney-in-Fact			March 24, 2000


			Electronic(E)
			Paper(P)
			Incorp. By
Exhibit No.		Description	Ref.(IBRF)

	3.01	Amended Restated Certificate of Incorporation of Kellogg Company, incorporated by reference to Exhibit 3.01 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996, Commission file number 1-4171.		IBRF
	3.02	Bylaws of Kellogg Company, as amended, incorporated by reference to Exhibit 3.02 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Commission file number 1-4171.		IBRF
	4.01	Fiscal Agency Agreement dated as of January 29, 1997, between the Company and Citibank, N.A., Fiscal Agent, ~~incorporated~~Incorporated by reference to Exhibit 4.01 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, Commission file number 1-4171.		IBRF
	4.02	Form of Debt Security related to the Fiscal Agency Agreement described in Exhibit 4.01 above, incorporated by reference to Exhibit 4.02 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, Commission file number 1-4171.		IBRF
	4.03	Indenture dated as of August 5, 1997, between the Company and Citibank, N.A., Trustee and Collateral Agent, ~~incorporated~~Incorporated by reference to Exhibit 4.03 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, Commission file number 1-4171.		IBRF
	4.04	Form of Debt Security related to the Indenture described in Exhibit 4.03 above, incorporated by reference to Exhibit 4.04 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, Commission file number 1-4171.		IBRF
	4.05	Indenture dated August 1, 1993 between the Company and Harris Trust and Savings Bank, incorporated by reference to Exhibit 4.1 to the ~~Company's~~Company’s Registration Statement on Form S-3, Commission file number 33-49875.		IBRF
	4.06	Kellogg Company 4 7/8% Notes Due 2005; US ~~$200,000,000.~~ $200,000,000.		IBRF
	4.07	Kellogg Company 5 3/4% Extendible Notes Due 2001; US $200,000,000.

	IBRF
10.01		Kellogg Company Excess Benefit Retirement Plan, incorporated by reference to Exhibit 10.01 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1983, Commission file number 1-4171.*	IBRF
10.02		Kellogg Company Supplemental Retirement Plan, incorporated by reference to Exhibit 10.05 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission file number 1-4171.*	IBRF
10.03		Kellogg Company Supplemental Savings and Investment Plan, ~~incorporated~~Incorporated by reference to Exhibit 10.03 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Commission file number 1-4171.*	IBRF
10.04		Kellogg Company 1982 Stock Option Plan, as amended on December 7, 1990, incorporated by reference to Exhibit 10.07 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission file number 1-4171.*	IBRF
10.05		Kellogg Company International Retirement Plan, incorporated by reference to Exhibit 10.05 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, Commission file number 1-4171.*	IBRF
10.06		Kellogg Company Executive Survivor Income Plan, incorporated by reference to Exhibit 10.06 to the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1985, Commission file number 1-4171.*	IBRF

	E
24.01		Powers of Attorney authorizing ~~Richard M. Clark~~Janet Langford Kelly to execute the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~1998,~~1999, on behalf of the Board of Directors, and each of them.	E
27.01		Financial Data Schedule. 99.01 Kellogg Company American Federation of Grain Millers Savings and Investment Plan Annual Report on Form 11-K for the fiscal year ended October 31, 1998. 99.02 Kellogg Company Salaried Savings and Investment Plan Annual Report on Form 11-K for the fiscal year ended October 31, 1998.	E


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


	(a)1. Consolidated Financial Statements