1
                                EXHIBIT 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, 1994

            ON BEHALF OF THE BOARD OF DIRECTORS, AND EACH OF THEM
   2

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M. Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ Charles W. Elliott 
                                       --------------------------------
                                            Director



Dated: January 30, 1995
   3

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ Claudio X. Gonzalez 
                                       --------------------------------
                                              Director



Dated: January 21, 1995
   4

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ Gordon Gund 
                                       --------------------------------
                                             Director



Dated: February 1, 1995
   5

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ W. E. LaMothe     
                                       --------------------------------
                                            Director



Dated: January 31, 1995
   6

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ A. G. Langbo 
                                       --------------------------------
                                            Director



Dated: January 18, 1995
   7

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ Russell G. Mawby 
                                       --------------------------------
                                            Director



Dated: January 19, 1995
   8

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ Ann McLaughlin 
                                       --------------------------------
                                            Director



Dated: January 23, 1995
   9

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ J. R. Munro 
                                       --------------------------------
                                            Director



Dated: January 20, 1995
   10

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ Harold A. Poling 
                                       --------------------------------
                                            Director



Dated: January 20, 1995
   11

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ Donald Rumsfeld 
                                       --------------------------------
                                            Director



Dated: January 30, 1995
   12

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ T. P. Smucker 
                                       --------------------------------
                                             Director



Dated: January 24, 1995
   13

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ Dolores D. Wharton 
                                       --------------------------------
                                            Director



Dated: January 25, 1995
   14

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned Director of
Kellogg Company, a Delaware corporation, hereby appoint Richard M.  Clark,
Senior Vice President, General Counsel and Secretary of Kellogg Company, as my
lawful attorney-in-fact and agent, to act on my behalf, with full power of
substitution, in preparing, executing and filing the Company's Annual Report on
Form 10-K for fiscal year ended December 31, 1994, and any exhibits, amendments
and other documents related thereto, with the Securities and Exchange
Commission.  Said filing shall be for the purpose of fulfilling applicable
legal requirements.

         Whereupon, I grant unto said Richard M. Clark full power and authority
to perform all necessary and appropriate acts in connection therewith, and
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute, may lawfully do, or cause to be done, by virtue hereof.



                                        s/ John L. Zabriskie 
                                       --------------------------------
                                            Director



Dated: January 20, 1995