Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
GUTIERREZ CARLOS M
 2. Issuer Name and Ticker or Trading Symbol
KELLOGG CO [K] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
Former Chairman and CEO / Former Co-Trste-Trst holds>10%
(Last)
(First)
(Middle)

P O BOX 3599		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


BATTLE CREEK, MI 49016-3599		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2004   J(1) 7,673.117 A $ 0 324,494.702 (2) D  
Common Stock 12/31/2004   J(3) 34.2614 A $ 0 7,573.7514 I By 401(k) Profit Sharing Plan
Common Stock 12/31/2004   J(1) 1,474.851 A $ 0 61,942.321 I By Spouse in Trust
Common Stock 12/31/2004   J(1) 60.513 A $ 0 2,541.498 I By Adult Child Living at Home
Common Stock 12/31/2004   J(1) 121.026 A $ 0 5,082.996 I By Spouse as Custodian

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units $ 0 12/31/2004   J(4) 4     (5)   (5) Common Stock
4 (5)
$ 0 798.84
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GUTIERREZ CARLOS M
P O BOX 3599
BATTLE CREEK, MI 49016-3599		   X     Former Chairman and CEO Former Co-Trste-Trst holds>10%

Signatures

James K. Markey, Attorney-in-Fact 02/14/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares acquired under the Company's Dividend Reinvestment Plan in 2004
(2) Includes share acquired under the Company's 2002 Employee Stock Purchase Plan in 2004.
(3) Shares increased to the filer's Company Stock Fund account under the Kellogg Company Savings and Investment Plan during 2004.
(4) Reflects dividend equivalents from automatic reinvestment of dividends.
(5) According to the terms of the Executive compensation Deferral Plan, the final value of phantom stock units is to be determined as of the last day of a reporting person's employment and may be paid only in cash.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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