1
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


                                                       B.S. Carson
                                                  -----------------------------
                                                         Director



Dated: 1/22/99
       -------
   2
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


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



Dated: 1/27/99
       -------
   3
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


                                                      Claudio Gonzalez
                                                  -----------------------------
                                                         Director



Dated: 1/27/99
       -------
   4
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


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



Dated: 1/29/99
       -------
   5
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


                                                      C. M. Gutierrez
                                                  -----------------------------
                                                         Director



Dated: 1/28/99
       -------
   6
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


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



Dated: 2/1/99
       ------
   7
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


                                                       W. E. LaMothe
                                                  -----------------------------
                                                         Director



Dated: 1/23/99
       -------
   8
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


                                                       A.G. Langbo
                                                  -----------------------------
                                                         Director



Dated:  2/3/99
       -------
   9
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


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



Dated: 1/22/99
       -------
   10
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


                                                        J.R. Munro
                                                  -----------------------------
                                                         Director



Dated: 1/22/99
       -------
   11
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


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



Dated: 1/22/99
       -------
   12
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


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



Dated: 1/22/99
       -------
   13
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


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



Dated: 1/27/99
       -------
   14
                                                                   EXHIBIT 24.01





                              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 1O-K for fiscal year ended December 31, 1998, 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.


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



Dated: 1/22/99
       -------