EXHIBIT 5.2

                 [Letterhead of Richards, Layton & Finger, P.A.]

                                October 26, 2001

Kellogg Company Capital Trust I, Kellogg Company Capital Trust II
Kellogg Company Capital Trust III & Kellogg Company Capital Trust IV
c/o Kellogg Company
One Kellogg Square
P.O. Box 3599
Battle Creek, Michigan 49016-3599

      Re: Kellogg Company Capital Trust I, Kellogg Company Capital Trust II,
          Kellogg Company Capital Trust III and Kellogg Company Capital Trust IV

Ladies and Gentlemen:

                We have acted as special Delaware counsel for Kellogg Company
Capital Trust I, a Delaware business trust ("Trust I"), Kellogg Company Capital
Trust II, a Delaware business trust ("Trust II"), Kellogg Company Capital Trust
III, a Delaware business trust ("Trust III") and Kellogg Company Capital Trust
IV, a Delaware business trust ("Trust IV") (Trust I, Trust II, Trust III and
Trust IV are hereinafter collectively referred to as the "Trusts" and sometimes
hereinafter individually referred to as a "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.

                For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                (a) The Certificate of Trust of Trust I, as filed with the
Secretary of State of Delaware (the "Secretary of State") on October 22, 2001;

                (b) The Certificate of Trust of Trust II, as filed with the
Secretary of State on October 22, 2001;

                (c) The Certificate of Trust of Trust III, as filed with the
Secretary of State on October 22, 2001;




                (d) The Certificate of Trust of Trust IV, as filed with the
Secretary of State on October 22, 2001;

                (e) The Declaration of Trust of Trust I, dated as of October 22,
2001, between the Kellogg Company, a Delaware corporation (the "Company"), and
The Bank of New York (Delaware), as Trustee (the "Delaware Trustee");

                (f) The Declaration of Trust of Trust II, dated as of October
22, 2001, between the Company and the Delaware Trustee;

                (g) The Declaration of Trust of Trust III, dated as of October
22, 2001, between the Company and the Delaware Trustee;

                (h) The Declaration of Trust of Trust IV, dated as of October
22, 2001, between the Company and the Delaware Trustee;

                (i) The Registration Statement (the "Registration Statement") on
Form S-3, including a preliminary prospectus (the "Prospectus") relating to the
Preferred Securities of the Trusts representing preferred undivided beneficial
interests in the assets of the Trusts (each, a "Preferred Security" and
collectively, the "Preferred Securities"), in the form to be filed by the
Company and the Trusts with the Securities and Exchange Commission on or about
October 26, 2001;

                (j) A form of Amended and Restated Declaration of Trust for each
of the Trusts, to be entered into among the Company, the trustees of the Trust
named therein and the holders, from time to time, of the Preferred Securities
(collectively, the "Declarations of Trust" and individually, a "Declaration of
Trust"), attached as an exhibit to the Registration Statement; and

                (k) A Certificate of Good Standing for each of the Trusts, dated
October 23, 2001, obtained from the Secretary of State.

                Initially capitalized terms used herein and not otherwise
defined are used as defined in the Declarations of Trust.

                For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (k) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (k) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that bears upon or is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.




                For purposes of this opinion, we have assumed (i) that each of
the Declarations of Trust will constitute the entire agreement among the parties
thereto with respect to the subject matter thereof, including with respect to
the creation, operation and termination of the applicable Trust, and that the
Declarations of Trust and the Certificates of Trust will be in full force and
effect and have not been amended, and no amendment of the Declarations of Trust
or the Certificates of Trust is pending or has been proposed, (ii) except to the
extent provided in paragraph 1 below, the due creation or due organization or
due formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its organization or formation, (iii) the legal capacity of natural
persons who are parties to the documents examined by us, (iv) that each of the
parties to the documents examined by us has the power and authority to execute
and deliver, and to perform its obligations under, such documents, (v) the due
authorization, execution and delivery by all parties thereto of all documents
examined by us, (vi) the receipt by each Person to whom a Preferred Security is
to be issued by the Trusts (collectively, the "Preferred Security Holders") of a
Preferred Security Certificate for such Preferred Security and the payment for
such Preferred Security, in accordance with the Declarations of Trust and the
Registration Statement, and (vii) that the Preferred Securities are
authenticated, issued and sold to the Preferred Security Holders in accordance
with the Declarations of Trust and the Registration Statement. We have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.

                This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.

                Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                1. Each of the Trusts has been duly created and is validly
existing in good standing as a business trust under the Delaware Business Trust
Act, 12 Del. C.ss.3801, et. seq.

                2. The Preferred Securities of each Trust, will represent valid
and, subject to the qualifications set forth in paragraph 3 below, fully paid
and nonassessable beneficial interests in the assets of the applicable Trust.

                3. The Preferred Security Holders, as beneficial owners of the
applicable Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the
Declarations of Trust.

                We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, to the use of
our name under the heading "Legal Opinions" in the Prospectus. In giving the
foregoing consents, we do not thereby admit that we come within the category of
Persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.

                                             Very truly yours,

                                             /s/ Richards, Layton & Finger, P.A.