DFAN14A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant [  ]
Filed by a Party other than the Registrant [x]

Check the appropriate box:

[  ]  Preliminary Proxy Statement
[  ]  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
      RULE 14A-6(E)(2))
[  ]  Definitive Proxy Statement
[  ]  Definitive Additional Materials
[X ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                              KEEBLER FOODS COMPANY
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                (Name of Registrant as Specified In Its Charter)

                                 KELLOGG COMPANY
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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

      1)   Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------

      2)   Aggregate number of securities to which transaction applies:
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      3)   Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
           filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------

      4)   Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------

      5)   Total fee paid:
- --------------------------------------------------------------------------------

[ ]   Fee paid previously with preliminary materials.

[  ]  Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
      paid previously. Identify the previous filing by registration statement
      number, or the Form or Schedule and the date of its filing.





      1)   Amount Previously Paid:
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      2)   Form, Schedule or Registration Statement No.:
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      3)   Filing Party:
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      4)   Date Filed:
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                       Information Concerning Participants
                       -----------------------------------


The senior executive officers and directors of Kellogg Company may be deemed to
be participants in the solicitation of stockholders of Flowers Industries, Inc.
("Flowers") and stockholders of Keebler Foods Company ("Keebler") in connection
with the proposed mergers of subsidiaries of Kellogg Company and Flowers with
Flowers and Keebler, respectively. Additional information concerning the
interests of such participants in the proposed transactions, if any, will be
included in a proxy statement or statements and other relevant documents
expected to be filed with the SEC by Flowers and Keebler.

INVESTORS ARE URGED TO READ THE PROXY STATEMENT OR STATEMENTS WHEN AVAILABLE AND
ANY OTHER RELEVANT DOCUMENTS FILED BY FLOWERS OR KEEBLER WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE PROPOSED TRANSACTIONS.
Investors will be able to obtain free copies of these documents at the SEC's
website at www.sec.gov. In addition, it is expected that documents filed with
the SEC by Flowers and Keebler will be available free of charge by contacting,
respectively, Flowers Industries, Inc., US Highway 19 South, P.O. Box 1338,
Thomasville, GA 31792, Attention: Marta Jones Turner, Vice President of
Corporate Communications & Investor Relations, Tel. (912) 227-2348, or Mary
Krier, Director of Communications, Tel. (912) 227-2333 (or visiting Flowers'
website at www.flowersindustries.com), and Keebler Foods Company, 677 Larch
Avenue, Elmhurst, IL 60126, Attention: E. Nichol McCully, Senior Vice President
and Chief Financial Officer, Tel. (630) 782-2690 or Lori P. Marin, Vice
President and Treasurer, Tel. (630) 782-2690 (or visiting Keebler's website at
www.keebler.com).

INVESTORS SHOULD READ THE PROXY STATEMENT OR STATEMENTS CAREFULLY WHEN AVAILABLE
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION CONCERNING THE PROPOSED
TRANSACTIONS.

CERTAIN STATEMENTS CONTAINED IN THIS MATERIAL CONTAIN "FORWARD-LOOKING
STATEMENTS" AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED AS A RESULT OF CERTAIN
RISKS AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO THOSE DETAILED FROM TIME
TO TIME IN KELLOGG COMPANY'S, FLOWERS INDUSTRIES, INC.'S AND KEEBLER FOODS
COMPANY'S SEC FILINGS. SUCH RISKS AND UNCERTAINTIES ALSO INCLUDE: MATERIALLY
ADVERSE CHANGES IN ECONOMIC CONDITIONS IN THE MARKETS IN WHICH THE COMPANIES
OPERATE; COSTS RELATED TO THE TRANSACTIONS; SUBSTANTIAL DELAY IN THE EXPECTED
CLOSING OF THE TRANSACTIONS; AND THE RISK THAT THE COMPANIES' BUSINESSES WILL
NOT BE INTEGRATED SUCCESSFULLY.





                                  EXHIBIT INDEX

            EXHIBIT

99.1   Press Release dated November 2, 2000

EX-99.1

                                                                    Exhibit 99.1



REED, VERMYLEN APPOINTMENTS ANNOUNCED BY KELLOGG

    BATTLE CREEK, Mich., Nov. 2 -- Kellogg Company (NYSE: K), which announced
last week that it has reached agreement to acquire Keebler Foods Company, today
announced appointments involving two top Keebler executives.  These appointments
are effective with the closing of the acquisition, expected during the first
quarter of 2001.
    Sam K. Reed, currently president and CEO of Keebler, has been elected to the
Kellogg Company Board of Directors and appointed vice chairman. He will help
drive the integration of Kellogg and Keebler.
    David Vermylen, currently president of the Keebler Brands Division, has been
appointed senior vice president of Kellogg and president and chief executive
officer of Keebler.
    "Under Sam K. Reed's leadership, Keebler has established a superb record of
growth," said Carlos M. Gutierrez, Kellogg's chairman of the board and chief
executive officer. "Sam has built a great team and I look forward to working in
partnership with him as we integrate Kellogg and Keebler and build on the
strengths of both.
    "David Vermylen has provided strong leadership in the Keebler organization,"
Gutierrez said. "We are especially pleased to have David as a part of the
Kellogg-Keebler team as we focus on executing our growth strategy in the United
States."

    Company Information
    With annual sales of nearly $7 billion, Kellogg Company is the world's
leading producer of cereal and a leading producer of convenience foods,
including toaster pastries, cereal bars, frozen waffles, wholesome snacks, and
meat alternatives. The company's brands include Kellogg's, Special K, Rice
Krispies, Eggo, Pop-Tarts, Nutri-Grain, Morningstar Farms, and Kashi. For more
information, visit Kellogg's web site at http://www.kelloggs.com .

    Keebler Foods Company and its subsidiaries constitute the second largest
cookie and cracker maker in the United States with annual sales of $2.8 billion.
Keebler markets its products under well-recognized brands such as Keebler,
Cheez-It, Carr's, Ready Crust, Famous Amos, Murray, Austin, and Plantation. For
more information, visit Keebler's web site at http://www.keebler.com.