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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

COMMISSION FILE NUMBER 1-4171

---------------------------

KELLOGG COMPANY
(Exact Name of Registrant as Specified in its Charter)

DELAWARE 38-0710690
State of Incorporation I.R.S. Employer Identification No.

ONE KELLOGG SQUARE
BATTLE CREEK, MICHIGAN 49016-3599
(Address of Principal Executive Offices)

REGISTRANT'S TELEPHONE NUMBER: (616) 961-2000

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class: Name of each exchange on which registered:

COMMON STOCK, $0.25 PAR VALUE PER SHARE NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act: NONE

---------------------------

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 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 / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

The aggregate market value of the common stock held by non-affiliates of the
registrant (assuming only for purposes of this computation that directors and
executive officers may be affiliates) was $16,493,839,991 as determined by the
March 1, 1996 closing price of $77 for one share of common stock on the New York
Stock Exchange.

As of March 1, 1996, 215,103,803 shares of the common stock of the registrant
were issued and outstanding.

Portions of the registrant's Annual Report to Stockholders for the fiscal year
ended December 31, 1995, are incorporated by reference into Part II and Part IV
of this Report.

Portions of the registrant's definitive Proxy Statement, dated March 13, 1996,
for the Annual Meeting of Stockholders to be held April 19, 1996, are
incorporated by reference into Part III of this Report.

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2

PART I

ITEM 1. BUSINESS

The Company. Kellogg Company, incorporated in Delaware in 1922, and its
subsidiaries are engaged in the manufacture and marketing of ready-to-eat cereal
and other convenience food products on a worldwide basis. The address of the
principal business office of Kellogg Company is One Kellogg Square, P.O. Box
3599, Battle Creek, Michigan 49016-3599. Unless otherwise indicated by the
context, the term "Company" as used in this report means Kellogg Company, its
divisions and subsidiaries.

Principal Products. The principal products of the Company are ready-to-eat
cereals and other convenience food products which are manufactured in 20
countries and distributed in nearly 160 countries. Ready-to-eat cereals are
marketed under the KELLOGG'S(R) name and are sold principally to the grocery
trade through direct sales forces for resale to consumers and through broker and
distribution arrangements in less developed market areas.

Other Convenience Food Products. In the United States and Canada, in
addition to ready-to-eat cereals, the Company produces or processes and
distributes toaster pastries, frozen waffles and cereal bars. The Company also
markets a variety of other convenience food products in various locations
throughout the world.

Raw Materials. Agricultural commodities are the principal raw materials
used in the Company's products. World supplies and prices of such commodities
are constantly monitored, as are government trade policies. The cost of raw
materials used may fluctuate widely due to government policy and regulation,
weather conditions or other unforeseen circumstances. Continuous efforts are
made to maintain and improve the qualities and supplies of raw materials for
purposes of the Company's short-term and long-term requirements.

The principal ingredients in the products produced by the Company in the
United States include corn grits, oats, rice, various fruits, sweeteners, wheat
and wheat derivatives. Ingredients are purchased principally from sources in the
United States. In producing toaster pastries and frozen waffles, the Company may
use dairy products, eggs, fruit and other filling ingredients, flour, shortening
and sweeteners, which ingredients are obtained from various sources. Although
the Company enters into some long-term contracts, the bulk of such raw materials
are purchased on the open market. While the cost of raw materials may increase
over time, the Company believes that it will be able to purchase an adequate
supply of such raw materials as needed. The Company also uses commodity futures
and options to hedge some of its raw materials costs. See Note 11 to the
Consolidated Financial Statements contained in the Company's Annual Report for
the fiscal year ended December 31, 1995 which Note is incorporated by reference
in Item 8 of this Report.

Raw materials and packaging needed for internationally based operations are
available in adequate supply and are sometimes imported from countries other
than those where used in manufacture.

Cereal processing ovens at major domestic and international facilities are
regularly fueled by natural gas or propane obtained from local utilities or
other local suppliers. Short-term standby propane storage exists at several
plants for use in the event of interruption in natural gas supplies.
Additionally, oil may be used to fuel certain plant operations in the event of
natural gas shortages at various plants or when its use presents economic
advantages.

Trademarks and Technology. Generally, the Company's products are marketed
under trademarks owned by the Company. The Company's principal trademarks are
its housemark, brand names, slogans and designs related to cereals and other
convenience food products manufactured and marketed by the Company. These
trademarks include Kellogg's(R), for cereals and other products of the Company
and the brand names of certain ready-to-eat cereals, including All-Bran(R),
Kellogg's Squares(TM), Apple Jacks(R), Apple Raisin Crisp(R), Apple Cinnamon
Rice Krispies, Bran Buds(R), Complete(R) Bran Flakes, Cocoa Krispies(R), Common
Sense(R), Cruncheroos(TM), Kellogg's Corn Flakes(R), Cracklin' Oat Bran(R),
Kellogg's(R) Cinnamon Mini-Buns, Crispix(R), Double Dip Crunch(R), Froot
Loops(R), Kellogg's Frosted Bran(R), Kellogg's Frosted Flakes(R), Frosted
Krispies(R), Frosted Mini-Wheats(R), Fruitful Bran(R), Fruity Marshmallow
Krispies(R), Just Right(R), Kellogg's(R) Low Fat Granola, Nut & Honey Crunch(R),
Nut & Honey Crunch O's(R), Mueslix(R), Nutri-Grain(R), Pops(R), Product 19(R),
Kellogg's(R) Raisin

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3

Bran, Rice Krispies(R), Rice Krispies Treats(R), Smacks(R), Special K(R) and
Pop-Tarts Crunch(TM). Additional Company trademarks are the names of certain
combinations of Kellogg's(R) ready-to-eat cereals, including Handi-Pak(R),
Snack-Pak(R), Fun Pak(R), Jumbo(R) and Variety(R) Pak. Other Company brand names
include Kellogg's(R) Corn Flake Crumbs; Croutettes(R) for herb season stuffing
mix; Kellogg's(R) Nutri-Grain(R) for cereal bars; Pop-Tarts(R) for toaster
pastries; Eggo(R), Special K(R) and Nutri-Grain(R) for frozen waffles; and
Pop-Tarts Minis(TM) for pastry snacks.

Company trademarks also include depictions of certain animated characters
in conjunction with the Company's products, including Snap!(R) Crackle!(R)
Pop!(R) for Kellogg's(R) Frosted Krispies(R), Fruity Marshmallow Krispies(R) and
Rice Krispies(R); Tony the Tiger(R) for Kellogg's Frosted Flakes(R); Toucan
Sam(R) for Froot Loops(R); Dig 'Em!(R) for Smacks(R); Coco(TM) for Cocoa
Krispies(R); and Cornelius(TM) for Kellogg's Corn Flakes(R).

The slogans "The Best To You Each Morning"(R), and "They're GR-R-REAT!"(R)
used in connection with the Company's ready-to-eat cereals, are also important
Company trademarks. The Company's use of the advertising theme "Get A Taste For
The Healthy Life"(TM) represents part of its effort to establish throughout the
United States and the world the concept of a nutritious breakfast.

The Company considers that, taken as a whole, the rights under its various
patents, which expire from time to time, are a valuable asset, but the Company
does not believe that its businesses are materially dependent upon any single
patent or group of related patents. The Company's activities under licenses or
other franchises or concessions are not material.

Seasonality. Demand for the Company's products is approximately level
throughout the year.

Working Capital. Although terms vary around the world, in the United States
the Company requires payment for goods sold eleven days subsequent to the date
of invoice, with a 2% discount allowed for payment within ten days. Receipts
from goods sold, supplemented as required by borrowings, provide for the
Company's payment of dividends, capital expansion and for other operating
expenses and working capital needs.

Customers. The Company is not dependent on any single customer or a few
customers for a material part of its sales. Products of the Company are sold
through its own sales forces and through broker and distributor arrangements and
are generally resold to consumers in retail stores, restaurants and other food
service establishments.

Backlog. For the most part, orders are filled within a few days of their
receipt and are subject to cancellation at any time prior to shipment. The
backlog of any unfilled orders at any particular time is not material to the
Company.

Competition. The Company has experienced intense competition for sales of
all of its principal products in its major markets, both domestically and
internationally. The Company's products compete with advertised and branded
products of a similar nature as well as unadvertised and private label products,
which are typically distributed at lower prices, and generally with other food
products with different characteristics. Principal methods and factors of
competition include, among others, new product introductions, product quality,
composition and nutritional value, price, advertising and promotion.

Research and Development. Research to support and expand the use of the
Company's existing products and to develop new food products is carried on at
the Company's research laboratories and pilot plant facilities in Battle Creek,
Michigan, and at other plant locations around the world. The Company's
expenditures for research and development were approximately $72.2 million in
1995, $71.7 million in 1994 and $59.2 million in 1993.

Environmental Matters. The Company's facilities are subject to various
foreign, federal, state and local laws and regulations regarding the discharge
of material into the environment and the protection of the environment in other
ways. The Company is not a party to any material proceedings arising under these
regulations. The Company believes that compliance with existing environmental
laws and regulations will not materially affect the financial condition or the
competitive position of the Company. The Company is

3
4

currently in substantial compliance with all material environmental regulations
affecting the Company and its properties.

Employees. At December 31, 1995, the Company had approximately 14,487
employees.

Segment and Geographic Information. The Company operates in a single
industry, which is the manufacture and marketing of convenience food products
throughout the world. Net sales and operating profit for the years 1995, 1994,
and 1993, and identifiable segment assets and corporate assets, consisting
principally of cash and cash equivalents, at the related year-ends are presented
in Note 13 of the Consolidated Financial Statements captioned "Operating
segments" and incorporated by reference in Item 8 of this Report.

ITEM 2. PROPERTIES

The Company's corporate headquarters and principal research and development
facilities are located in Battle Creek, Michigan.

The Company operates manufacturing plants and warehouses totalling more
than ten million (10,000,000) square feet of building area in the United States
and other countries. The Company's plants have been designed and constructed to
meet its specific production requirements, and the Company periodically invests
money for capital and technological improvements. At the time of its selection,
each location was considered to be favorable, based on the location of markets,
sources of raw materials, availability of suitable labor, transportation
facilities, location of other Company plants producing similar products and
other factors. Manufacturing facilities of the Company in the United States
include four cereal plants and warehouses located in Battle Creek, Michigan;
Lancaster, Pennsylvania; Memphis, Tennessee; and Omaha, Nebraska. Other of the
Company's convenience foods are also manufactured in the United States at
various plant locations.

Outside the United States, the Company has additional manufacturing
locations, some with warehousing facilities, in Argentina, Australia, Brazil,
Canada, China, Colombia, Denmark, Germany, Great Britain, Guatemala, India,
Italy, Japan, Latvia, Mexico, South Africa, South Korea, Spain and Venezuela. A
new cereal plant in Thailand is currently under construction and is expected to
commence operation in 1997.

The principal properties of the Company, including its major office
facilities, are held in fee and none is subject to any major encumbrance.
Distribution centers and offices of non-plant locations typically are leased.
The Company considers its facilities generally suitable, adequate and of
sufficient capacity for its current operations.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings which, if
decided adversely, would be material to the Company on a consolidated basis, nor
are any of the Company's properties or subsidiaries subject to any such
proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

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5

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages as of March 1, 1996 and positions of the executive officers
of the Company are listed below together with their business experience.
Executive officers are elected annually by the Board of Directors at the meeting
immediately following the Annual Meeting of Stockholders.

EXECUTIVE OFFICERS

Arnold G. Langbo
Chairman of the Board, President and Chief Executive Officer..................58
Mr. Langbo has been employed by the Company and certain of its subsidiaries
since 1956. He was named President and Chief Operating Officer in 1990 and
became Chairman of the Board and Chief Executive Officer in 1992.

William A. Camstra
Executive Vice President, President -- Kellogg Latin America..................63
Mr. Camstra has been employed by the Company and certain of its
subsidiaries since 1956. He was named Executive Vice President of the Company in
1992 and President, Kellogg Latin America in 1994.

Donald G. Fritz
Executive Vice President, President -- Kellogg Europe.........................48
Mr. Fritz joined Kellogg Canada Inc. in 1979. He was named Executive Vice
President of the Company in 1992, and President, Kellogg Europe in 1994.

Carlos M. Gutierrez
Executive Vice President, President -- Kellogg Asia-Pacific...................42
Mr. Gutierrez joined Kellogg de Mexico in 1975. In 1993, Mr. Gutierrez was
promoted to Executive Vice President, Kellogg USA and General Manager, Kellogg
USA Cereal Division. He was appointed Executive Vice President of the Company
and President, Kellogg Asia-Pacific in 1994.

Thomas A. Knowlton
Executive Vice President, President -- Kellogg North America..................49
Mr. Knowlton joined Kellogg Canada Inc. in 1980. He was named Executive
Vice President of the Company in 1992 and President, Kellogg North America in
1994.

Donald W. Thomason
Executive Vice President -- Corporate Services and Technology.................52
Mr. Thomason has been employed by the Company since 1966. He was named
Executive Vice President -- Corporate Services and Technology in 1990.

Richard M. Clark
Senior Vice President, General Counsel and Secretary..........................58
Mr. Clark joined the Company as Senior Vice President, General Counsel and
Secretary in 1989.

John R. Hinton
Senior Vice President -- Administration and Chief Financial Officer...........50
Mr. Hinton joined the Company as Assistant to the Vice President -- Finance
in 1979. He was appointed Executive Vice President -- Financial Administration
and Treasurer for Kellogg USA Inc. in 1993. In July 1995, Mr. Hinton was named
Senior Vice President -- Administration and Chief Financial Officer.

Robert L. Creviston
Senior Vice President -- Human Resources......................................54
Mr. Creviston joined the Company as Vice President -- Employee Relations in
1982. He was named Senior Vice President -- Human Resources in 1991.

Daryl R. Schaller
Senior Vice President -- Scientific Affairs...................................52
Dr. Schaller has been employed by the Company since 1972. He was named
Senior Vice President -- Research, Quality and Nutrition in 1990, and Senior
Vice President -- Scientific Affairs in 1994.

5
6

Jay W. Shreiner
Senior Vice President and Chief Information Officer...........................46
Mr. Shreiner joined the Company as Assistant Treasurer in 1983. In 1990, he
was named Vice President -- Information Services and was named Senior Vice
President and Chief Information Officer in May 1995.

Joseph M. Stewart
Senior Vice President -- Corporate Affairs....................................53
Mr. Stewart has been employed by the Company since 1980. He was named
Senior Vice President -- Corporate Affairs in 1988.

Michael J. Teale
Senior Vice President -- Worldwide Operations and Technology..................51
Mr. Teale joined Kellogg Company of Great Britain Limited in 1966. In 1990,
he was named Vice President -- Cereal Manufacturing of the Company's U.S. Food
Products Division, and in 1994, he was named Senior Vice President -- Worldwide
Operations and Technology.

Alan Taylor
Vice President and Corporate Controller.......................................44
Mr. Taylor has been employed by the Company and certain of its subsidiaries
since 1982. He served as Director -- Finance of Kellogg (Aust.) Pty. Ltd. from
1988 until 1993. He became Controller of the Company in 1993, and was named a
Vice President in 1994.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The information called for by this Item is set forth in Note 12 to the
Consolidated Financial Statements of the Company which is incorporated by
reference into Item 8 of this Report.

ITEM 6. SELECTED FINANCIAL DATA

The information called for by this Item is incorporated herein by reference
from page 15 of the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1995. Such information should be read in conjunction with the
Consolidated Financial Statements and Notes thereto of the Company included in
Item 8 of this Report, incorporated by reference from the Company's Annual
Report to Stockholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information called for by this Item is incorporated herein by reference
from pages 16 through 19 of the Company's Annual Report to Stockholders for the
fiscal year ended December 31, 1995.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by this Item is incorporated herein by reference
from pages 20 through 28 of the Company's Annual Report to Stockholders for the
fiscal year ended December 31, 1995. Supplementary quarterly financial data,
which is also incorporated herein by reference, is set forth in Note 12 to the
Consolidated Financial Statements on page 27 of the Annual Report to
Stockholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

6
7

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors -- See the Company's Proxy Statement dated March 13, 1996 for the
Annual Meeting of Stockholders to be held on April 19, 1996, under the caption
"Election of Directors" on pages 3 through 7, which information is incorporated
herein by reference.

Executive Officers of the Registrant -- See "Executive Officers of the
Registrant" under Item 4A at pages 5 and 6 of this Report.

Compliance with Section 16(a) of the Securities Exchange Act -- See the
Company's Proxy Statement, dated March 13, 1996, for the Annual Meeting of
Stockholders to be held on April 19, 1996 at page 7, under the caption "About
the Board of Directors," which information is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

See the Company's Proxy Statement dated March 13, 1996 for the Annual
Meeting of Stockholders to be held on April 19, 1996, under the captions
"Executive Compensation" and "Selected Benefit Plans" at pages 8 through 10 and
10 through 11, which information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See the Company's Proxy Statement dated March 13, 1996 for the Annual
Meeting of Stockholders to be held on April 19, 1996, under the caption
"Security Ownership" at pages 2 through 3, which information is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See the Company's Proxy Statement dated March 13, 1996 for the Annual
Meeting of Stockholders to be held on April 19, 1996, under the captions "About
The Board of Directors" at page 7, and "Stock Option Loans and Executive Officer
Indebtedness" at page 11, which information is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES, AND REPORTS
ON FORM 8-K

The following Consolidated Financial Statements and related Notes,
together with the Report thereon of Price Waterhouse LLP dated February 2,
1996, appearing on pages 20 through 28 of the Company's Annual Report to
Stockholders for the fiscal year ended December 31, 1995 are incorporated
herein by reference:

(A)1. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Earnings and Retained Earnings for the years ended December
31, 1995, 1994, and 1993.
Consolidated Balance Sheet at December 31, 1995 and 1994.
Consolidated Statement of Cash Flows for the years ended December 31, 1995,
1994, and 1993.
Notes to Consolidated Financial Statements.

(A)2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

The Financial Schedule and related Report of Independent Accountants filed
as part of this Report are as follows:

PAGE
----

Schedule II -- Valuation Reserve.................................................. 10
Report of Independent Accountants................................................. 11

7
8

This Consolidated Financial Statement Schedule should be read in
conjunction with the Consolidated Financial Statements included in the Company's
Annual Report to Stockholders for the fiscal year ended December 31, 1995.

All other financial statement schedules are omitted because they are not
applicable.

(A)3. EXHIBITS

EXHIBIT NO. DESCRIPTION
- ----------- -----------

3.01 Amended Restated Certificate of Incorporation of Kellogg Company.

3.02 Bylaws of Kellogg Company, as amended.

4.01 Indenture dated as of March 1, 1988 between the Company and Bankers Trust
Company, incorporated by reference to Exhibit 4(a) to the Company's Registration
Statement on Form S-3, Commission file number 33-20731.

4.02 Form of Debt Security, incorporated by reference to Exhibit 4(d) to the
Company's Registration Statement on Form S-3, Commission file number 33-20731.

4.03 Supplemental Indenture, dated January 30, 1989, between the Company and Bankers
Trust Company, incorporated by reference to Exhibit B to the Company's Current
Report on Form 8-K, Commission file number 1-4171, dated January 31, 1989.

4.04 Instrument of Resignation, Acceptance and Appointment, dated as of January 31,
1989, between the Company, Bankers Trust Company and NBD Bank, N.A. (formerly
known as National Bank of Detroit), incorporated by reference to Exhibit A to
the Company's Current Report on Form 8-K, Commission file number 1-4171, dated
January 31, 1989.

4.05 Agency Agreement, dated as of January 31, 1989, between NBD Bank, N.A. (formerly
known as National Bank of Detroit) and Bankers Trust Company, incorporated by
reference to Exhibit C to the Company's Current Report on Form 8-K, Commission
file number 1-4171, dated January 31, 1989.

10.01 Kellogg Company Excess Benefit Retirement Plan, incorporated by reference to
Exhibit 10.01 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1983, Commission file number 1-4171.*

10.02 Kellogg Company Supplemental Retirement Plan, incorporated by reference to
Exhibit 10.05 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, Commission file number 1-4171.*

10.03 Kellogg Company Supplemental Savings and Investment Plan, incorporated by
reference to Exhibit 10.03 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, Commission file number 1-4171.*

10.04 Kellogg Company 1982 Stock Option Plan, as amended on December 7, 1990,
incorporated by reference to Exhibit 10.07 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1990, Commission file number
1-4171.*

10.05 Kellogg Company International Retirement Plan, incorporated by reference to
Exhibit 10.05 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1984, Commission file number 1-4171.*

10.06 Kellogg Company Executive Survivor Income Plan, incorporated by reference to
Exhibit 10.06 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1985, Commission file number 1-4171.*

10.07 Kellogg Company Key Executive Benefits Plan, incorporated by reference to
Exhibit 10.09 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991, Commission file number 1-4171.*

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9

EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------------------------------------------

10.08 Kellogg Company Key Employee Long Term Incentive Plan, incorporated by reference
to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991, Commission file number 1-4171.*
10.09 Deferred Compensation Plan for Non-Employee Directors, incorporated by reference
to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, Commission file number 1-4171.*
10.10 Kellogg Company Senior Executive Officer Performance Bonus Plan.*
13.01 Pages 15 through 28 of the Company's Annual Report to Stockholders for the
fiscal year ended December 31, 1995.
21.01 Domestic and Foreign Subsidiaries of the Company, incorporated by reference to
Exhibit 21.01 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, Commission file number 1-4171.
23.01 Consent of Price Waterhouse LLP.
23.02 Consent of Price Waterhouse LLP.
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, 1995 on behalf of the
Board of Directors, and each of them.
27.01 Financial Data Schedule.
99.01 Kellogg Company American Federation of Grain Millers Savings and Investment Plan
Annual Report on Form 11-K for the fiscal year ended October 31, 1995.
99.02 Kellogg Company Salaried Savings and Investment Plan Annual Report on Form 11-K
for the fiscal year ended October 31, 1995.

- -------------------------
* A management contract or compensatory plan required to be filed with this
Report.

The Company agrees to furnish to the Securities and Exchange Commission,
upon its request, a copy of any instrument defining the rights of holders of
long-term debt of the Company and its Subsidiaries and any of its unconsolidated
Subsidiaries for which Financial Statements are required to be filed.

The Company will furnish any of its Stockholders a copy of any of the above
Exhibits not included herein upon the written request of such Stockholder and
the payment to the Company of the reasonable expenses incurred by the Company in
furnishing such copy or copies.

(B) REPORT ON FORM 8-K

No report on Form 8-K was filed during the Company's fourth quarter for the
fiscal year ended December 31, 1995.

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10

SCHEDULE II -- VALUATION RESERVE

(in millions)

1995 1994 1993
----- ----- -----

Balance at January 1................................................... $ 6.2 $ 6.0 $ 6.2
Addition charged to costs and expenses................................. 0.8 1.8 0.9
Doubtful accounts charged to reserves.................................. (0.5) (0.9) (0.7)
Currency translation adjustments....................................... (0.1) (0.7) (0.4)
Balance at December 31................................................. $ 6.4 $ 6.2 $ 6.0

10
11

REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE

To the Stockholders and Board of Directors
of Kellogg Company

Our audits of the consolidated financial statements referred to in our
report dated February 2, 1996 appearing in the 1995 Annual Report to
Stockholders of Kellogg Company (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item 14(a)
of this Form 10-K. In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

PRICE WATERHOUSE LLP

Battle Creek, Michigan
February 2, 1996

11
12

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, this 29th day of March
1996.

KELLOGG COMPANY

By: /s/ ARNOLD G. LANGBO

--------------------------------------
Arnold G. Langbo
Chairman of the Board
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

NAME CAPACITY DATE
- ---------------------------------------- ----------------------------------- ---------------

/s/ ARNOLD G. LANGBO Chairman of the Board, Chief March 29, 1996
- ---------------------------------------- Executive Officer; Director
Arnold G. Langbo (Principal Executive Officer)
/s/ JOHN R. HINTON Senior Vice President, Chief March 29, 1996
- ---------------------------------------- Financial Officer (Principal
John R. Hinton Financial Officer)
/s/ ALAN TAYLOR Vice President and Corporate March 29, 1996
- ---------------------------------------- Controller (Principal Accounting
Alan Taylor Officer)
Director
- ----------------------------------------
Claudio X. Gonzalez
Director
- ----------------------------------------
Gordon Gund
Director
- ----------------------------------------
William E. LaMothe
Director
- ----------------------------------------
Russell G. Mawby
Director
- ----------------------------------------
Ann McLaughlin
Director
- ----------------------------------------
J. Richard Munro
Director
- ----------------------------------------
Harold A. Poling
Director
- ----------------------------------------
Donald Rumsfeld
Director
- ----------------------------------------
Timothy P. Smucker
Director
- ----------------------------------------
Dolores D. Wharton
Director
- ----------------------------------------
John L. Zabriskie
By: /s/ RICHARD M. CLARK March 29, 1996
- ----------------------------------------
Richard M. Clark
As Attorney-in-Fact

12
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EXHIBIT INDEX

ELECTRONIC(E)
PAPER(P)
INCORP. BY
EXHIBIT NO. DESCRIPTION REF.(IBRF)
- ----------- --------------------------------------------------------------------- -------------

3.01 Amended Restated Certificate of Incorporation of Kellogg Company. E

3.02 Bylaws of Kellogg Company, as amended. E

4.01 Indenture dated as of March 1, 1988 between the Company and Bankers
Trust Company, incorporated by reference to Exhibit 4(a) to the
Company's Registration Statement on Form S-3, Commission file number
33-20731. IBRF

4.02 Form of Debt Security, incorporated by reference to Exhibit 4(d) to
the Company's Registration Statement on Form S-3, Commission file
number 33-20731. IBRF

4.03 Supplemental Indenture, dated January 30, 1989, between the Company
and Bankers Trust Company, incorporated by reference to Exhibit B to
the Company's Current Report on Form 8-K, Commission file number
1-4171, dated January 31, 1989. IBRF

4.04 Instrument of Resignation, Acceptance and Appointment, dated as of
January 31, 1989, between the Company, Bankers Trust Company and NBD
Bank, N.A. (formerly known as National Bank of Detroit), incorporated
by reference to Exhibit A to the Company's Current Report on Form
8-K, Commission file number 1-4171, dated January 31, 1989. IBRF

4.05 Agency Agreement, dated as of January 31, 1989, between NBD Bank,
N.A. (formerly known as National Bank of Detroit) and Bankers Trust
Company, incorporated by reference to Exhibit C to the Company's
Current Report on Form 8-K, Commission file number 1-4171, dated
January 31, 1989. IBRF

10.01 Kellogg Company Excess Benefit Retirement Plan, incorporated by
reference to Exhibit 10.01 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1983, Commission file
number 1-4171.* IBRF

10.02 Kellogg Company Supplemental Retirement Plan, incorporated by
reference to Exhibit 10.05 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1990, Commission file
number 1-4171.* IBRF

10.03 Kellogg Company Supplemental Savings and Investment Plan,
incorporated by reference to Exhibit 10.03 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994,
Commission file number 1-4171.* IBRF

10.04 Kellogg Company 1982 Stock Option Plan, as amended on December 7,
1990, incorporated by reference to Exhibit 10.07 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1990, Commission file number 1-4171.* IBRF

10.05 Kellogg Company International Retirement Plan, incorporated by
reference to Exhibit 10.05 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1984, Commission file
number 1-4171.* IBRF

10.06 Kellogg Company Executive Survivor Income Plan, incorporated by
reference to Exhibit 10.06 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1985, Commission file
number 1-4171.* IBRF

10.07 Kellogg Company Key Executive Benefits Plan, incorporated by
reference to Exhibit 10.09 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991, Commission file
number 1-4171.* IBRF

13
14

ELECTRONIC(E)
PAPER(P)
INCORP. BY
EXHIBIT NO. DESCRIPTION REF.(IBRF)
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10.09 Deferred Compensation Plan for Non-Employee Directors, incorporated
by reference to Exhibit 10.10 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993, Commission file
number 1-4171.* IBRF

10.10 Kellogg Company Senior Executive Officer Performance Bonus Plan.* E

13.01 Pages 15 through 28 of the Company's Annual Report to Stockholders
for the fiscal year ended December 31, 1995. E

21.01 Domestic and Foreign Subsidiaries of the Company, incorporated by
reference to Exhibit 21.01 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, Commission file
number 1-4171. IBRF

23.01 Consent of Price Waterhouse LLP. E

23.02 Consent of Price Waterhouse LLP. E

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, 1995 on behalf of the Board of Directors, and each of
them. E

27.01 Financial Data Schedule. E

99.01 Kellogg Company American Federation of Grain Millers Savings and
Investment Plan Annual Report on Form 11-K for the fiscal year ended
October 31, 1995. E

99.02 Kellogg Company Salaried Savings and Investment Plan Annual Report on
Form 11-K for the fiscal year ended October 31, 1995. E

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* A management contract or compensatory plan required to be filed with this
Report.

The Company will furnish any of its stockholders a copy of any of the above
Exhibits not included herein upon the written request of such stockholder and
the payment to the Company of the reasonable expenses incurred by the Company in
furnishing such copy or copies.