8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

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                                    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):  December 2, 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.


               SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained in the Company's press release constitute 
"forward looking statements" under the Private Securities Litigation Reform Act.
Projections related to expense reductions and savings forecasts, earnings and 
profitability, and the Companies restructuring efforts involve certain risks 
and uncertainties.  Actual results may differ materially due to factors such as 
the impact of competitive conditions; changes in the levels of spending on 
system initiatives and business opportunities; other streamlining initiatives; 
changes in statutory tax law or generally accepted accounting practices; and 
other items.
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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:  December 2, 1998  
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                               INDEX TO EXHIBITS




EXHIBIT NO.                   DESCRIPTION                   
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  99.01                       Press Release

EX-99.1

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                                                                   EXHIBIT 99.01


                             [KELLOGG'S LETTERHEAD]
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                  KELLOGG COMPLETES WORK ACTIVITIES ANALYSIS,
                     EXPECTS ANNUAL SAVINGS OF $105 MILLION

     BATTLE CREEK, MI -- Kellogg Company today announced that its work activity 
analysis has resulted in the elimination of approximately 525 salaried 
positions and 240 contracted positions at its headquarters and North American 
operations.  Associated with these reductions will be an estimated savings of 
$105 million in annual expense beginning in 1999.

     "Over the past three months we have been engaged in aligning our work 
activities to our growth strategy," said Arnold G. Langbo, chairman of the 
board and chief executive officer of Kellogg Company.  "Our strategy is 
centered on increasing growth in our ready-to-eat cereal business, accelerating 
the expansion of our convenience foods, and continuously improving the 
cost-efficiency of our operations worldwide.  This alignment is the foundation 
for building a more focused, results-oriented organization.

     "We regret the adverse impact on employees leaving the company," Langbo 
said.  "To assist each person in moving forward, the company is providing 
generous severance pay and benefits as well as career transition assistance."

     As a result of this initiative, the company expects to record a 
non-recurring pre-tax charge to earnings of approximately $70 million ($45 
million after tax, or $.11 per share) for the quarter ending December 31, 
1998.  Kellogg plans to report quarterly and full-year 1998 results on January 
29, 1999.

     Kellogg Company is the world's leading producer of ready-to-eat cereal and 
a leading producer of other grain-based convenience foods, including toaster 
pastries, cereal bars, bagels, and frozen waffles.

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