GIBSON, DUNN & CRUTCHER LLP
LAWYERS
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
200 Park Avenue, New York, New York 10166-0193
(212) 351-4000
www.gibsondunn.com
BBecker@gibsondunn.com
November 9, 2009
Direct Dial | Client Matter No. | |
(212) 351-4062 | C 50615-00002 |
Fax No.
(212) 351-6202
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re: | Kraft Foods Inc. |
Preliminary Proxy Statement on Schedule 14A |
Ladies and Gentlemen:
Pursuant to Rule 14a-6(a) under the Securities Exchange Act of 1934, Kraft Foods Inc. (the “Company”) hereby files a preliminary proxy statement on Schedule 14A in connection with a special meeting of stockholders (the “Special Meeting”) at which the Company’s stockholders will be voting on two matters: (1) a proposal to approve issuing up to a specified number of shares of the Company’s Class A common stock, which will be determined before the definitive proxy statement on Schedule 14A is filed, in connection with the Company’s proposed acquisition of Cadbury plc, including any issuance of shares of the Company’s Class A common stock to finance the acquisition, and (2) a proposal to approve any adjournments of the Special Meeting, including, if necessary, to solicit additional proxies in favor of the issuance of up to the specified number of shares of the Company’s Class A common stock if there are not sufficient votes for such proposal.
The Company wishes to file its proxy materials in definitive form as soon as practicable. We would appreciate any assistance that the SEC staff can provide in facilitating the release of the Company’s definitive proxy materials.
If there are any questions, please do not hesitate to contact me at the telephone number provided above, or, in my absence, Andrew L. Fabens of Gibson, Dunn & Crutcher LLP at (212) 351-4034 or James J. Moloney of Gibson, Dunn & Crutcher LLP at (949) 451-4343.
GIBSON, DUNN & CRUTCHER LLP
November 9, 2009
Page 2
Sincerely, |
/s/ Barbara L. Becker |
Barbara L. Becker |
cc: | Andrew L. Fabens, Gibson, Dunn & Crutcher LLP |
James J. Moloney, Gibson, Dunn & Crutcher LLP |