KELLOGG CO
8-K, 1998-10-16
GRAIN MILL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

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

                                    FORM 8-K
                                        
                                 CURRENT REPORT
                                        
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                        
                                        
        Date of Report (Date of earliest event reported):  October 16, 1998
                                        
                                KELLOGG COMPANY
             (Exact name of registrant as specified in its charter)
                                        
                          Commission File No.:  1-4171

State of Incorporation:  Delaware   IRS Employee Indentification No.: 38-0710690




                               One Kellogg Square
                          Battle Creek, MI  49016-3599
           (Address of primary executive offices, including ZIP Code)
                                        
      Registrant's telephone number, including area code:  (616) 961-2000
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Item 5: Other Events

The Company issued a press release today in the form attached as Exhibit 99.01.
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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.




                                     KELLOGG COMPANY




                                     By:   /s/ Alan Taylor
                                        --------------------------
                                        Vice President-Corporate Controller



Date:  October 16, 1998  
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                               INDEX TO EXHIBITS




EXHIBIT NO.                   DESCRIPTION                   
- -----------                   -----------
  99.01                       Press Release

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                                                            EXHIBIT 99.01
[KELLOGG'S LOGO]

                             NEWS RELEASE 

                                        FOR RELEASE:  OCTOBER 16, 1998
                                        CONTACT:      RICHARD E. LOVELL
                                                      (616) 961-3799

     KELLOGG REVISES 1998 EARNINGS PER SHARE PROJECTION

     BATTLE CREEK, MI - Kellogg Company announced today it expects that 
full-year earnings per share for 1998 may decline in the range of 20
percent from 1997's $1.70.  On July 31, the company had projected a
full-year decline of up to 15 percent.

     The revised projection is due in part to continuing unpredictability
in currency exchange rates, unsettled global economic conditions, and 
cereal category softness in Kellogg's two largest markets, the United
States and United Kingdom.  In response to increased investment, Kellogg's 
global cereal market share is rising, and Kellogg's shares in the eight
major markets that comprise 80 percent of its cereal business are either
stable or increasing; however, investments in category growth remain 
essential to drive volume increases in the U.S. and U.K.

     Today's projection is also influenced by Kellogg's accelerated roll
out of new products, including the recent introduction of Kellogg's(R)
Nutri-Grain(R) Cereal Bars and Kellogg's(R) Rice Krispies Treats(TM)
Squares in both France and Germany.

     Kellogg plans to release third quarter financial results October 30.


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