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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------

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, 1998

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

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 $8,225,111,147 as determined by the
March 1, 1999 closing price of $37.75 for one share of common stock on the New
York Stock Exchange.

As of March 1, 1999, 405,090,425 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, 1998, are incorporated by reference into Part I, II, and Part
IV of this Report.

Portions of the registrant's definitive Proxy Statement, dated March 12, 1999,
for the Annual Meeting of Stockholders to be held April 23, 1999, are
incorporated by reference into Part III of this Report.

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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 grain-based 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.

Financial Information About Segments. The information called for by this
Item is incorporated herein by reference from Note 13 to the Consolidated
Financial Statements on pages 31 and 32 of the Company's Annual Report.

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 more than 160 countries. The Company's products are
generally marketed under the KELLOGG'S(R) name and are sold principally to the
grocery trade through direct sales forces for resale to consumers. The Company
uses broker and distribution arrangements for certain products as well as in
less developed market areas. Additional information pertaining to the relative
sales of ready-to-eat cereals and the Company's other convenience food products
is found in Note 13 to the Consolidated Financial Statements on pages 31 and 32
of the Company's Annual Report.

Other Convenience Food Products. In the United States and Canada, in
addition to ready-to-eat cereals, the Company produces and distributes toaster
pastries, bagels, frozen waffles, crispy marshmallow squares, and cereal bars.
The Company also markets these and 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 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, bagels, frozen waffles, and cereal
bars, the Company may use flour, shortening, sweeteners, dairy products, eggs,
fruit, and other filling ingredients, 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 material costs.
Refer to Note 11 to the Consolidated Financial Statements contained in the
Company's Annual Report on page 30.

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

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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(R), Bran Buds(R), Complete(R) Bran Flakes, Cocoa Krispies(R),
Common Sense(R), Cruncheroos(R), 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(TM), Muesli(R), Nutri-Grain(R), Corn Pops(R), Product
19(R), Kellogg's(R) Two Scoops(R) Raisin Bran, Rice Krispies(R), Rice Krispies
Treats(R), Smacks(R), Smart Start(R), Special K(R), Kellogg's Cocoa Frosted
Flakes(TM), Razzle Dazzle Rice Krispies(TM), and Kellogg's(R) Honey Crunch Corn
Flakes(TM). Additional Company trademarks are the names of certain combinations
of Kellogg's(R) ready-to-eat cereals, including Breakfast Mates(TM),
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
Pastry Swirls(TM) for toaster danish; Pop-Tarts(R) for toaster pastries;
Eggo(R), Special K(R) and Nutri-Grain(R) for frozen waffles; Lender's(R) for
Bagels; and Rice Krispies Treats(TM) for crispy marshmallow squares.

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), Razzle Dazzle Rice Krispies(TM), and Rice Krispies(R);
Tony the Tiger(TM) for Kellogg's Frosted Flakes(R) and Kellogg's Cocoa Frosted
Flakes(TM); Toucan Sam(R)for Froot Loops(R); Dig 'Em!(R) for Smacks(R); Coco(TM)
for Cocoa Krispies(R); and Cornelius(R) and Corny(TM) for Kellogg's Corn
Flakes(R).

The slogans "The Best To You Each Morning"(R), "The Original and Best(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 themes "Better Breakfast"(TM), "Get A Taste For The Healthy
Life"(TM), and "Cereal...Eat It For Life"(TM) represent 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 on 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 generally 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 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 new product introductions, product quality, composition and
nutritional value, price, advertising, and promotion.

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4

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 W.K. Kellogg Institute for Food and Nutrition Research in Battle Creek,
Michigan, and at other locations around the world. The Company's expenditures
for research and development were approximately $121.9 million in 1998, $106.1
million in 1997, and $84.3 million in 1996.

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

Employees. At December 31, 1998, the Company had 14,498 employees.

Financial Information About Geographic Areas. The information called for by
this Item is incorporated herein by reference from Note 13 to the Consolidated
Financial Statements on pages 31 and 32 of the Company's Annual 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 totaling 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. The Company's
other convenience foods plants are located in San Jose, California; New Haven,
Connecticut; West Haven, Connecticut; Atlanta, Georgia; Mattoon, Illinois;
Pikeville, Kentucky; Blue Anchor, New Jersey; West Seneca, New York; Muncy,
Pennsylvania; and Rossville, Tennessee.

Outside the United States, the Company has additional manufacturing
locations, some with warehousing facilities, in Argentina, Australia, Brazil,
Canada, China, Colombia, Ecuador, Germany, Great Britain, Guatemala, India,
Japan, Malaysia, Mexico, South Africa, South Korea, Spain, Thailand, and
Venezuela.

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 February 28, 1999, 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.

Arnold G. Langbo
Chairman of the Board and Chief Executive Officer.............................61
Mr. Langbo has been employed by the Company since 1956. He was named
President and Chief Operating Officer in 1990 and became Chairman of the Board
and Chief Executive Officer in 1992. In June of 1998, Mr. Carlos M. Gutierrez
was named President and Chief Operating Officer. Mr. Langbo retained his
positions as Chairman of the Board and Chief Executive Officer.

Carlos M. Gutierrez
President and Chief Operating Officer.........................................45
Mr. Gutierrez joined Kellogg de Mexico in 1975. In 1993, Mr. Gutierrez was
promoted to Executive Vice President, Kellogg USA Inc. and General Manager,
Kellogg USA Cereal Division. He was appointed Executive Vice President and
President, Kellogg Asia-Pacific in 1994, and Executive Vice President - Business
Development in 1996. In June of 1998, Mr. Gutierrez was named President and
Chief Operating Officer.

John D. Cook
Executive Vice President, President, Kellogg North America....................45
Mr. Cook joined Kellogg Company as Executive Vice President, President,
Kellogg North America in February of 1999. From 1988 to 1999 Mr. Cook was a
director with McKinsey and Company, Inc., a leading corporate strategy group.

Jean-Louis Gourbin
Executive Vice President, President, Kellogg Europe...........................51
Mr. Gourbin joined Kellogg France in 1983. He was promoted to President and
CEO - Kellogg Canada Inc. in 1990. In 1995, he was named Managing
Director - Kellogg (Aust.) Pty. Ltd. Mr. Gourbin was appointed Executive Vice
President and President, Kellogg Asia-Pacific in 1996. Mr. Gourbin was appointed
President, Kellogg Europe in September of 1998.

Jacobus Groot
Executive Vice President, President, Kellogg Asia Pacific.....................48
Mr. Groot joined Kellogg Company as Executive Vice President, President,
Kellogg Asia Pacific in January of 1999. Prior to joining Kellogg Company, Mr.
Groot was employed by The Procter and Gamble Company for 17 years. His most
recent position was Group Vice President (President-Asia, North, and President,
Paper Products-Asia, Procter and Gamble Asia), a position he held since 1995.

Alan F. Harris
Executive Vice President, President, Kellogg Latin America....................44
Mr. Harris joined Kellogg Company of Great Britain Limited in 1984. In
1993, he was appointed President, Kellogg Canada Inc. In 1994, he was promoted
to Executive Vice President - Marketing and Sales - Kellogg USA Inc. Mr. Harris
was promoted to Executive Vice President and President, Kellogg Latin America in
1997.

John R. Hinton
Executive Vice President - Administration and Chief Financial Officer.........53
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 1995, Mr. Hinton was named Senior
Vice President - Administration and Chief Financial Officer. In 1997, Mr. Hinton
was named Executive Vice President - Administration and Chief Financial Officer

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6

Donald W. Thomason
Executive Vice President - Services and Technology............................55
Mr. Thomason has been employed by the Company since 1966. He was named
Executive Vice President - Services and Technology in 1990.

Donna J. Banks
Senior Vice President - Research and Development..............................42
Dr. Banks joined the Company in 1983. In 1991, she was promoted to Vice
President - Research and Development Dr. Banks became Senior Vice
President - Research and Development in 1997.

Richard M. Clark
Senior Vice President, General Counsel and Secretary..........................61
Mr. Clark joined the Company as Senior Vice President, General Counsel and
Secretary in 1989.

Robert L. Creviston
Senior Vice President - Human Resources.......................................57
Mr. Creviston joined the Company as Vice President - Employee Relations in
1982. He was named Senior Vice President - Human Resources in 1991.

Jay W. Shreiner
Senior Vice President.........................................................49
Mr. Shreiner joined the Company as Assistant Treasurer in 1983. He was
named Vice President - Information Services in 1990 and Senior Vice President
and Chief Information Officer in 1995. In January of 1999, Mr. Shreiner accepted
an interim assignment as Chief Financial Officer of Kellogg Europe.

Joseph M. Stewart
Senior Vice President - Corporate Affairs.....................................56
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 - Global Supply Chain...................................54
Mr. Teale joined Kellogg Company of Great Britain Limited in 1966. He was
named Vice President - Cereal Manufacturing of the Company's U.S. Food Products
Division in 1990, Senior Vice President - Worldwide Operations and Technology in
1994, and Senior Vice President - Global Supply Chain in February of 1999.

Alan Taylor
Vice President - Corporate Controller.........................................47
Mr. Taylor has been employed by the Company 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 on page 31 of the
Company's Annual Report 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 the chart entitled "Selected Financial Data" on pages 14 and 15 of the
Company's Annual Report. Such information should be read in conjunction with the
Consolidated Financial Statements of the Company and Notes thereto included in
Item 8 of this Report.
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7

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 21 of the Company's Annual Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information called for by this Item is incorporated herein by reference
from pages 33 and 34 of the Company's Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by this Item is incorporated herein by reference
from pages 22 through 32 of the Company's Annual Report. Supplementary quarterly
financial data, also incorporated herein by reference, is set forth in Note 12
to the Consolidated Financial Statements on page 31 of the Company's Annual
Report.

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

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors -- Refer to the Company's Proxy Statement dated March 12, 1999,
for the Annual Meeting of Stockholders to be held on April 23, 1999, under the
caption "Election of Directors" on pages 4 through 6, which information is
incorporated herein by reference.

Executive Officers of the Registrant -- Refer to "Executive Officers of the
Registrant" under Item 4A at pages 5 through 6 of this Report.

For information concerning Section 16(a) of the Securities Exchange Act of
1934, refer to the Company's Proxy Statement dated March 12, 1999, for the
Annual Meeting of Stockholders to be held on April 23, 1999, under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance" at page 3, which
information is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Refer to the Company's Proxy Statement dated March 12, 1999, for the Annual
Meeting of Stockholders to be held on April 23, 1999, under the caption
"Executive Compensation" at pages 7 through 11, which information is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Refer to the Company's Proxy Statement dated March 12, 1999, for the Annual
Meeting of Stockholders to be held on April 23, 1999, under the caption
"Security Ownership" at pages 2 through 3, which information is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

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 PricewaterhouseCoopers LLP dated January 29, 1999,
appearing on pages 22 through 33 of the Company's
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8

Annual Report to Stockholders for the fiscal year ended December 31, 1998, are
incorporated herein by reference:

(A)1. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Earnings for the years ended December 31, 1998,
1997, and 1996.
Consolidated Statement of Shareholders' Equity for the years ended December
31, 1998, 1997, and 1996.
Consolidated Balance Sheet at December 31, 1998 and 1997.
Consolidated Statement of Cash Flows for the years ended December 31, 1998,
1997, and 1996.
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............................ 11
Report of Independent Accountants........................... 12

This Consolidated Financial Statement Schedule should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
included in the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1998.

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

(A)3. EXHIBITS

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

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9

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

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, 1997,
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.*
10.08 Kellogg Company Key Employee Long Term Incentive Plan,
incorporated by reference to Exhibit 10.08 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, 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, incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, Commission file number 1-4171.*
10.11 Stock Compensation Program for Non-Employee Directors of
Kellogg Company, as amended.*
10.12 Kellogg Company Bonus Replacement Stock Option Plan,
incorporated by reference to Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171.*
10.13 Kellogg Company Executive Compensation Deferral Plan, ,
incorporated by reference to Exhibit 10.13 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171.*
10.14 Agreement between the Company and T. A. Knowlton dated
October 1, 1998.*
10.15 Agreement between the Company and D. G. Fritz dated October
1, 1998.*
13.01 Pages 14 through 34 of the Company's Annual Report to
Stockholders for the fiscal year ended December 31, 1998.
21.01 Domestic and Foreign Subsidiaries of the Company.
23.01 Consent of PricewaterhouseCoopers LLP.
23.02 Consent of PricewaterhouseCoopers LLP.

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

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, 1998, 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, 1998.
99.02 Kellogg Company Salaried Savings and Investment Plan Annual
Report on Form 11-K for the fiscal year ended October 31,
1998.

- -------------------------
* 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) REPORTS ON FORM 8-K

The Company filed a Form 8-K on October 16, 1998, and on December 7, 1998.

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SCHEDULE II -- VALUATION RESERVES

(in millions)

1998 1997 1996
---- ---- ----

ACCOUNTS RECEIVABLE
Balance at January 1........................................ $ 7.5 $ 6.6 $ 6.4
Additions charged to cost and expenses...................... 5.7 2.4 0.7
Doubtful accounts charged to reserve........................ (0.5) (1.0) (0.4)
Currency translation adjustments............................ 0.2 (0.5) (0.1)
------ ------- -------
Balance at December 31...................................... $ 12.9 $ 7.5 $ 6.6
====== ======= =======

1998 1997 1996
---- ---- ----

NON-RECURRING CHARGES
Balance at January 1........................................ $ 51.9 $ 54.3 $ 94.0
Additions charged to cost and expenses...................... 70.5 161.1 121.1
Amounts utilized............................................ (70.9) (163.5) (160.8)
------ ------- -------
Balance at December 31...................................... $ 51.5 $ 51.9 $ 54.3
====== ======= =======

1998 1997 1996
---- ---- ----

DEFERRED INCOME TAX ASSET VALUATION ALLOWANCE
Balance at January 1........................................ $ 45.9 $ 31.6 $ 32.7
Additions charged to cost and expenses...................... 23.0 25.5 2.5
Deductions credited to cost and expenses.................... (0.3) (11.2) (3.6)
------ ------- -------
Balance at December 31...................................... $ 68.6 $ 45.9 $ 31.6
====== ======= =======

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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 January 29, 1999, appearing in the 1998 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.

/s/ PRICEWATERHOUSECOOPERS LLP

PRICEWATERHOUSECOOPERS LLP

Battle Creek, Michigan
January 29, 1999

12
13

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 25th day of March
1999.
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 25, 1999
--------------------------------------------- Executive Officer; Director
Arnold G. Langbo (Principal Executive Officer)

/s/ JOHN R. HINTON Executive Vice March 25, 1999
--------------------------------------------- President-Administration and Chief
John R. Hinton Financial Officer (Principal
Financial Officer)

/s/ ALAN TAYLOR Vice President and Corporate March 25, 1999
--------------------------------------------- Controller (Principal Accounting
Alan Taylor Officer)

Director
---------------------------------------------
Benjamin S. Carson

Director
---------------------------------------------
Carleton S. Fiorina

Director
---------------------------------------------
Claudio X. Gonzalez

Director
---------------------------------------------
Gordon Gund

Director
---------------------------------------------
Carlos M. Gutierrez

Director
---------------------------------------------
Dorothy A. Johnson

Director
---------------------------------------------
William E. LaMothe

Director
---------------------------------------------
Ann McLaughlin

Director
---------------------------------------------
J. Richard Munro

Director
---------------------------------------------
Harold A. Poling

Director
---------------------------------------------
William C. Richardson

Director
---------------------------------------------
Donald H. Rumsfeld

Director
---------------------------------------------
John L. Zabriskie

By: /s/ RICHARD M. CLARK March 25, 1999
---------------------------------------
Richard M. Clark
As Attorney-in-Fact

13
14

EXHIBIT INDEX

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

3.01 Amended Restated Certificate of Incorporation of Kellogg
Company, incorporated by reference to Exhibit 3.01 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, Commission file number 1-4171. IBRF
3.02 Bylaws of Kellogg Company, as amended, incorporated by
reference to Exhibit 3.02 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995,
Commission file number 1-4171. IBRF
4.01 Fiscal Agency Agreement dated as of January 29, 1997,
between the Company and Citibank, N.A., Fiscal Agent,
incorporated by reference to Exhibit 4.01 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171. IBRF
4.02 Form of Debt Security related to the Fiscal Agency Agreement
described in Exhibit 4.01 above, incorporated by reference
to Exhibit 4.02 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, Commission file
number 1-4171. IBRF
4.03 Indenture dated as of August 5, 1997, between the Company
and Citibank, N.A., Trustee and Collateral Agent,
incorporated by reference to Exhibit 4.03 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171. IBRF
4.04 Form of Debt Security related to the Indenture described in
Exhibit 4.03 above, incorporated by reference to Exhibit
4.04 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, Commission file number
1-4171. IBRF
4.05 Indenture dated August 1, 1993 between the Company and
Harris Trust and Savings Bank, incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form
S-3, Commission file number 33-49875. IBRF
4.06 Kellogg Company 4 7/8% Notes Due 2005; US $200,000,000. E
4.07 Kellogg Company 5 3/4% Extendible Notes Due 2001; US
$200,000,000. E
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, 1997,
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

14
15

ELECTRONIC(E)
PAPER(P)
INCORP. BY
EXHIBIT NO. DESCRIPTION REF.(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
10.08 Kellogg Company Key Employee Long Term Incentive Plan,
incorporated by reference to Exhibit 10.08 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171.* IBRF
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, incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, Commission file number 1-4171.* IBRF
10.11 Stock Compensation Program for Non-Employee Directors of
Kellogg Company, as amended.* E
10.12 Kellogg Company Bonus Replacement Stock Option Plan,
incorporated by reference to Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171.* IBRF
10.13 Kellogg Company Executive Compensation Deferral Plan,
incorporated by reference to Exhibit 10.13 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, Commission file number 1-4171.* IBRF
10.14 Agreement between the Company and T. A. Knowlton dated
October 1, 1998.* E
10.15 Agreement between the Company and D. G. Fritz dated October
1, 1998.* E
13.01 Pages 14 through 34 of the Company's Annual Report to
Stockholders for the fiscal year ended December 31, 1998. E
21.01 Domestic and Foreign Subsidiaries of the Company. E
23.01 Consent of PricewaterhouseCoopers LLP. E
23.02 Consent of PricewaterhouseCoopers 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, 1998, 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, 1998. E
99.02 Kellogg Company Salaried Savings and Investment Plan Annual
Report on Form 11-K for the fiscal year ended October 31,
1998. E

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