8-K

                                  UNITED STATES
                       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): November 29, 2004

                                 Kellogg Company
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

                1-4171                                  38-0710690
       (Commission File Number)            (IRS Employer Identification Number)

                               One Kellogg Square
                       Battle Creek, Michigan 49016-3599
          (Address of Principal Executive Offices, Including Zip Code)
                                  269-961-2000
              (Registrant's Telephone Number, Including Area Code)





Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))








Item 8.01.  Other Events.

         On November 29, 2004, Kellogg Company (the "Company") issued a press
release to announce that its Chairman of the Board and Chief Executive Officer,
Carlos Gutierrez, has accepted the invitation of President Bush to serve as
Secretary of the United States Department of Commerce. The nomination is subject
to U.S. Senate confirmation. The Company also announced that at a special
meeting of its Board of Directors, the Board accepted Gutierrez' resignation as
chairman of the board and chief executive officer effective upon confirmation
and swearing in to office. The Company's Board then elected James M. Jenness,
58, as the Company's chief executive officer and chairman. David Mackay, 49,
president and chief operating officer, was also elected to the board of
directors. Both elections are subject to Mr. Gutierrez' confirmation and
swearing in to office.

         The press release is attached hereto as Exhibit 99.01 and is
incorporated by reference.

Item 9.01.  Financial Statements and Exhibits.

         Exhibit 99.01 - Press release, dated November 29, 2004, issued by
Kellogg Company.










                                   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
                                  (Registrant)

Date:  November 29, 2004                 By:  s/ Jeffrey M. Boromisa
                                            ----------------------------------
                                         Name:     Jeffrey M. Boromisa
                                         Title:    Senior Vice President and
                                                   Chief Financial Officer








                                  EXHIBIT INDEX


         99.01 Press release, dated November 29, 2004, issued by Kellogg
Company.

EX-99.1

                              Kellogg Company News

                         For release: November 29, 2004
              Media Contact: Celeste A. Clark, Ph.D. (269)961-3799
               Analysts' Contact: Simon Burton, CFA (269)961-6636

                 JAMES M. JENNESS TO SUCCEED CARLOS M. GUTIERREZ
                           AS KELLOGG CHAIRMAN AND CEO


         BATTLE CREEK, Mich. -- Kellogg Company's (NYSE:K) Chairman of the Board
and Chief Executive Officer, Carlos Gutierrez, announced today that he has
accepted the invitation of President Bush to serve as Secretary of the United
States Department of Commerce. The nomination is subject to U.S. Senate
confirmation.
         Mr. Gutierrez, 51, joined Kellogg Company in 1975 and has served in a
variety of senior management positions in Latin America, Canada, United States
and Asia Pacific. Since becoming chairman and chief executive officer, he
developed and executed a strategy that restored top-line and bottom-line growth
to the Company.
         Gordon Gund, chairman of the nominating and governance committee of
Kellogg Company's Board of Directors, said, "Kellogg's Board of Directors and
the Company's 25,000 employees around the world are proud and honored that
President Bush has extended an invitation to Carlos to join his Administration.
He has led the Company through a critical period of change that resulted in
several years of exceptional results. The nation will be fortunate to have him
at the helm of the Commerce Department."
         At a special meeting of Kellogg's Board of Directors, the board
accepted Gutierrez' resignation as chairman of the board and chief executive
officer effective upon confirmation and swearing in to office. The Kellogg board
then elected James M. Jenness, 58, as the Company's chief executive officer and
chairman. David Mackay, 49, president and chief operating officer, was also
elected to the board of directors. Both elections are subject to Mr. Gutierrez'
confirmation and swearing in to office.
         "Jim is a strong leader with world-class marketing skills. During his
30-year relationship with the Company, he has been directly involved with
building Kellogg brands around the world and most recently served as chairman of
the Consumer Marketing Committee of the Kellogg Board of Directors. Jim has a
unique relationship with the Company. He has been instrumental in setting and
implementing the Company's current strategy; he knows our business, our culture,
and our people well. His experience and knowledge of our Company make him an
excellent choice for this role," commented Mr. Gutierrez.



         Mr. Gutierrez continued, "David Mackay has played a key role in
delivering the Company's results. He has demonstrated leadership and knowledge
of our operations worldwide throughout his 14 years with Kellogg. He will
continue to contribute greatly to our business momentum and future growth."
         "Jim and David have known each other and worked together for many
years. The transition will be very smooth," added Mr. Gutierrez.
         Mr. Jenness has served as a member of Kellogg Company's Board of
Directors since July 2000. In addition to being chair of the Consumer Marketing
Committee, he also serves on the Executive Committee, the Finance Committee, and
the Social Responsibility Committee. He most recently served as chief executive
officer of Integrated Merchandising Systems LLC, a market leader in outsource
management for retail promotion and branded merchandising. Prior to joining
Integrated Merchandising Systems LLC, Mr. Jenness was vice chairman and chief
operating officer of Leo Burnett Company, Kellogg's major advertising agency
partner. His 30-year business career includes domestic and international
experience covering a wide range of clients in highly competitive industries
such as food, quick-service restaurants, financial services, automotive, and
telecommunications.
         The company reaffirmed its 2004 earnings outlook of $2.11 - $2.13 and
its 2005 earnings outlook of $2.28 - $2.32 per share.

                              About Kellogg Company
         With 2003 sales of nearly $9 billion, Kellogg Company is the world's
leading producer of cereal and a leading producer of convenience foods,
including cookies, crackers, toaster pastries, cereal bars, frozen waffles, and
meat alternatives. The Company's brands include Kellogg's, Keebler, Pop-Tarts,
Eggo, Cheez-It, Nutri-Grain, Rice Krispies, Murray, Austin, Morningstar Farms,
Famous Amos, Carr's, Plantation, Ready Crust, and Kashi. Kellogg products are
manufactured in 17 countries and marketed in more than 180 countries around the
world. For more information, visit Kellogg's web site at
http://www.kelloggcompany.com.