1

                                  FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 1994 (Amendment No. 1)

                                       OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _______ to _______


                         Commission file number 1-4171


                                KELLOGG COMPANY


State of Incorporation--Delaware       IRS Employer Identification No.38-0710690

         One Kellogg Square, P.O. Box 3599, Battle Creek, MI 49016-3599

                  Registrant's telephone number: 616-961-2000


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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____       No __________
                            
         Common Stock outstanding October 31, 1994 - 222,324,578 shares

   2


                                KELLOGG COMPANY

                          PART II - OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits:
                   4 - There is no instrument with respect to long-term
                   debt of the Company that involves indebtedness or securities
                   authorized thereunder exceeding ten percent of the total
                   assets of the Company and its subsidiaries on a consolidated
                   basis.  The Company agrees to file a copy of any instrument
                   or agreement defining the rights of holders of long-term
                   debt of the Company upon request of the Securities and
                   Exchange Commission.

                   27 - Financial Data Schedule

        (b) Reports on Form 8-K:
                   No reports on Form 8-K were filed during the quarter
                   for which this report is filed.


   3


                                KELLOGG COMPANY

                                   SIGNATURES


Pursuant to the requirements 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.




                                       KELLOGG COMPANY


                                       /s/ C. W. Elliott              
                                       ----------------------------
                                       C.W. Elliott
                                       Principal Financial Officer;
                                       Executive Vice President - Administration



                                       /s/ A. Taylor                  
                                       ----------------------------
                                       A. Taylor
                                       Principal Accounting Officer;
                                       Vice-President and Corporate Controller

Date:  March 28, 1995

   4


                                KELLOGG COMPANY

                                 EXHIBIT INDEX




 Number         Description                         Page
 ------         -----------                         ----
                                              
   27            Financial Data Schedules            12