EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 29, 2003 relating to the
financial statements, which appears in the 2002 Annual Report to Shareholders of
Kellogg Company, which is incorporated by reference in Kellogg Company's Annual
Report on Form 10-K for the year ended December 28, 2002. We also consent to the
incorporation by reference of our report dated January 29, 2003 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.



/s/ PricewaterhouseCoopers LLP

Battle Creek, Michigan
September 29, 2003