<PAGE> 1
Form 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549-1004
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KEEBLER FOODS COMPANY
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-1894790
- -------------------------------------------------------------------------------
(State of incorporation of organization) (I.R.S. Employer Identification No.)
677 Larch Avenue
Elmhurst, Illinois 60126
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- -------------------------------
Common Stock, $.01 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
- --------------------------------------------------------------------------------
(Title of class)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The securities to be registered hereunder are Shares of Common Stock,
$.01 par value (the "Common Stock"), of Keebler Foods Company
(the "Registrant"). A description of the Common Stock is contained
under the caption "Description of Capital Stock", at page 46 of the
Preliminary Prospectus contained in the Registraton Statement on Form S-1 as
filed with the Securities and Exchange Commission on December 11, 1997.
Such description is incorporated by reference herein.
Item 2. Exhibit
Pursuant to Subpart I of "Instruction as to Exhibits" of Form 8-A, the
following documents are filed as exhibits to this Registration Statement:
1.1* Form of Amended and Restated Certificate of Incorporation of the
Registrant
1.2* Form of Amended and Restated Bylaws of the Registrant
_______________
* to be filed by amendment
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
KEEBLER FOODS COMPANY
By: /s/ Sam K. Reed
---------------------------------------
Its: President and Chief Executive Officer
December 11, 1997
<PAGE> 4
LIST OF EXHIBITS
Exhibit Page
- ------- ----
1.1* Form of Amended and Restated Certificate of Incorporation
of the Registrant
1.2* Form of Amended and Restated Bylaws of the Registrant
________________
* to be filed by amendment
