EXHIBIT 31.2

                                  CERTIFICATION

     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 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 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 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-15(a) and 15d-15(e)) for the registrant and have:

          a.) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, 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 report is being
     prepared;

          b). Evaluated the effectiveness of the registrant's disclosure
     controls and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of the end of
     the period covered by this report based on such evaluation; and

          c). Disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter (the registrant's fourth fiscal quarter in the case
     of an annual report) that has materially affected, or is reasonably likely
     to materially affect, the registrant's internal control over financial
     reporting; and

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design
     or operation of internal controls over financial reporting which could
     adversely affect the registrant's ability to record, process, summarize and
     report financial data; 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.



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



Date: March 9, 2004