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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 19)
Kellogg Co.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
487836108
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(Cusip Number)
Check the following 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).
(Continued on the following page(s))
Page 1 of 5
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CUSIP No. 487836108 13G Page 2 OF 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KeyCorp
I.R.S. Employer Identification No. 14-1538208
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2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) / /
Not Applicable (b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio
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5 SOLE VOTING POWER 221,312
Number of
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Shares 6 SHARED VOTING
Beneficially POWER 7,252,465
Owned By
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Each Reporting 7 SOLE DISPOSITIVE
Person With POWER 18,111,222
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8 SHARED DISPOSITIVE 1,020,952
POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
25,321,999
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
12%
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12 TYPE OF REPORTING PERSON*
HC
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SEC 1745 (6-80) *SEE INSTRUCTIONS BEFORE FILLING OUT
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 19)
ITEM 1 (A). NAME OF ISSUER:
Kellogg Company
ITEM 1 (B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
P.O. Box 3599
One Kellogg Square
Battle Creek, Michigan 49016-3599
ITEM 2 (A). NAME OF PERSON FILING:
KeyCorp
ITEM 2 (B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
127 Public Square
Cleveland, Ohio 44114-1306
ITEM 2 (C). PLACE OF ORGANIZATION:
State of Ohio
ITEM 2 (D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2 (E). CUSIP NUMBER:
487836108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B),
OR 13D - 2 (B), INDICATE TYPE OF PERSON FILING:
Person filing is a Parent Holding Company, in accordance with
240.13d 1(b)(ii)(G)
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ITEM 4. OWNERSHIP:
<TABLE>
<S> <C>
(a) Amount of beneficially owned: 25,321,999 shares
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(b) Percent of class: 12%
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(c) Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote 221,312
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(ii)Shared power to vote or to direct the vote 7,252,465
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(iii)Sole power to dispose or to direct the disposition of 18,111,222
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(iv)Shared power to dispose or to direct the disposition of 1,020,952
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</TABLE>
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:
Other persons are known to have the right to receive or the
power to direct the receipt of dividends or the proceeds
from the sale of these securities. Those persons whose
interest relates to more than five percent of the class are:
None
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Identification: Key Trust Company of Ohio, Key Trust
Company-Indiana, Key Trust Company,
Key Trust Company-Northwest, Key
Trust Company-Maine, Key Trust
Company-Florida
Classification: (B) Banks as defined by Section 3 (A)(6) of the
Act.
Identification: Society Asset Management, Inc.
Classification: Registered investment advisor
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
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ITEM 10. CERTIFICATION
The undersigned expressly declares that the filing of the Schedule 13G shall not
be construed as an admission that the undersigned is, for purposes of Section
13(d) and 13(g) of the Securities Exchange Act of 1934, the beneficial owner of
any securities covered by this Schedule 13G.
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
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.
Date: February 14, 1997
KeyCorp
By: /s/ Trace Swisher
Trace Swisher
Executive Vice President and Chief Fiduciary Officer
Key PrivateBank
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