<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
KELLOGG COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
487836 10 8
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 pages
<PAGE> SCHEDULE 13G
CUSIP NO. 487836 10 8 PAGE 2 OF 4 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GEORGE GUND II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
SOLE VOTING POWER
5
NUMBER OF 112,000
SHARES
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6
EACH 25,076,200
REPORTING
PERSON SOLE DISPOSITIVE POWER
WITH 7
-0-
SHARED DISPOSITIVE POWER
8
6,967,726
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
25,188,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
11.1%
12 TYPE OF REPORTING PERSON* IN The filing of this statement
shall not be construed as an admission that the reporting
person is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of all of the securities covered
by this statement.
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
TEXT OF SCHEDULE 13G
AMENDMENT NO. 15
Item 1(a). Name of Issuer: Kellogg Company
Item 1(b). Address of Issuer's Principal Executive Offices:
235 Porter Street, Battle Creek, Michigan 49106
Item 2(a). Name of Person Filing: George Gund III
Item 2(b). Address of Principal Business Office, or, if none,
Residence: 1821 Union Street, San Francisco,
California 94123
Item 2(c). Citizenship: U.S.A.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 487836 10 8
Item 3. Not Applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned: 25,188,200
(b) Percent of Class: 11.1%
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the
vote: 112,000
(ii) shared power to vote or to direct the
vote: 25,076,200**
(iii) sole power to dispose or direct the
disposition of: -0-
(iv) shared power to dispose or to direct
the disposition of: 6,967,726**
Item 5. Ownership of five percent or less of a class. Not
applicable.
Item 6. Ownership of more than five percent on behalf of
another person. Yes. Society National Bank, as
Trustee of certain trusts.
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Page 4 of 4 pages
Item 7. Identification and classification of the subsidiary
which acquired the security being reported on by the
parent holding company. Not applicable.
Item 8. Identification and classification of members of the
group. Not applicable.
Item 9. Notice of dissolution of group. Not applicable.
Item 10. Certification. Not applicable.
The filing of this statement shall not be construed as
an admission that the reporting person is, for purposes of
Sections 13(d) or 13(g) of the Act, the beneficial owner of all
of the securities covered by this statement.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
**Note: The number of shares noted in Items 4(c)(ii) and
4(c)(iv) includes 6,291,200 shares held by a nonprofit
foundation of which the reporting person is one of six
trustees and one of ten members, as to which shares any
beneficial ownership is hereby disclaimed.
Dated: February 11, 1994 /s/ George Gund III
GEORGE GUND III
