1
                                EXHIBIT 23.02

                       CONSENT OF PRICE WATERHOUSE LLP
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                                                                   EXHIBIT 23.02



                      CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration 
Statement on Form S-8 (No. 33-27294) of Kellogg Company of our report dated 
March 3, 1995 which appears on page 1 of Exhibit 99.01 of this Form 10-K and
to the incorporation by reference in the Registration Statement on Form S-8
(No. 33-27293) of Kellogg Company of our report dated March 3, 1995 which 
appears on page 1 of Exhibit 99.02 of this Form 10-K.


PRICE WATERHOUSE LLP

Battle Creek, Michigan
March 22, 1995