<PAGE>   1
             As filed with the Securities and Exchange Commission
                            on February 13, 1998
                                                       Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          The Securities Act of 1933
                            ----------------------

                            KEEBLER FOODS COMPANY
            (Exact name of registrant as specified in its charter)

          Delaware                                       36-1894790 
(State or other jurisdiction of            (I.R.S. Employer Identification No.) 
incorporation or organization) 

                               677 Larch Avenue
                           Elmhurst, Illinois 60126
                                (630) 833-2900

             (Address, including ZIP code, and telephone number,
      including area code, of registrant's principal executive offices)
                  

                      1998 OMNIBUS STOCK INCENTIVE PLAN
                             (Full title of plan)


          Thomas E. O'Neill                         Copy to: 
     Vice President, Secretary and                Bruce A. Toth, Esq.
           General Counsel                     John L. MacCarthy, Esq. 
       Keebler Foods Company                      Winston & Strawn
          677 Larch Avenue                      35 West Wacker Drive 
       Elmhurst, Illinois 60126                Chicago, Illinois 60601
           (630) 833-2900                         (312) 558-5600 

(Name, address, including ZIP code,
and telephone number, including area code, 
of agent for service)

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
                                                   Proposed             Proposed
 Title of securities to be     Amount to be    maximum offering     maximum aggregate
        registered              registered     price per share (a) offering price (a)    Amount of registration fee
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>                   <C>                 <C>    
Common Stock,                
par value
$.01 per share               6,500,000 shrs.   $  27.00             $ 175,500,000       $ 51,773
===================================================================================================================
</TABLE>

(a)      Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
         amended, based upon the average of the high and low prices of the 
         common stock, par value $.01 per share, of Keebler Foods Company on 
         the New York Stock Exchange on February 6, 1998.



<PAGE>   2




                                    PART I
                           INFORMATION REQUIRED IN
                           SECTION 10(a) PROSPECTUS

              The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                   PART II
                         INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

              The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Keebler Foods Company (the "Company")
are incorporated herein by reference:

              (a)   The Company's Prospectus as filed with the Commission on
February 2, 1998 under the Securities Act, containing audited financial
statements for the Company's fiscal year 1996.

              (b)   All other reports filed pursuant to Section 13(a) or 15(d) 
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Prospectus referenced above.

              (c)   The description of the Company's Common Stock, par value 
$.01 per share (the "Common Stock"), which is contained in the registration
statement on Form 8-A filed with the Commission on December 12, 1997 under the
Exchange Act of 1934, as amended (the "Exchange Act") (Commission File No.
001-13705), including any subsequent amendment or any report filed for the
purpose of updating such description.

              All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

              Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

              Not applicable.
                                               
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

              None.


                                      II-1


<PAGE>   3





ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

              The Company is incorporated under the laws of the State of
Delaware. Section 145 of the Delaware Law ("Section 145") provides that a
Delaware corporation may indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer, director, employee or agent of another corporation
or enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding, if he
acted in good faith and in a manner he reasonably believed to be in 
the best interests of the corporation, and, with respect to any criminal
action, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any persons who are, or are threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include defense or settlement of such action or suit, provided
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director has actually and reasonably incurred.

              As permitted by Section 102(b)(7) of the Delaware Law, the
Certificate of Incorporation provides that directors of the Company shall have
no personal liability to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except (i) for any breach of a
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violations of law, (iii) pursuant to Section 174 of the Delaware Law, or (iv)
for any transaction from which a director derived an improper personal benefit.

              The Company's Bylaws provide for the indemnification of directors
and officers of the Company to the fullest extent permitted by Section 145.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.


ITEM 8.  EXHIBITS


Exhibit
Number                  Description of Exhibit
-------                 ----------------------

4.01                    Amended and Restated Certificate of Incorporation
                        of the Company (filed as Exhibit 3.1 to the Company's
                        Registration Statement on Form S-1 filed with the
                        Commission (Commission File No. 333-42075) on December
                        12, 1997, as amended (the "Registration Statement"),
                        and hereby incorporated by reference)

4.02                    Amended and Restated By-laws of the Company (filed as 
                        Exhibit 3.2 to the Registration Statement and hereby
                        incorporated by reference)

*4.03                   1998 Omnibus Stock Incentive Plan

*5.01                   Opinion of Winston & Strawn as to the legality of the 
                        securities being registered

*23.01                  Consent of Winston & Strawn (included in its opinion 
                        filed as Exhibit 5.01)


                                      II-2

<PAGE>   4





*23.02                  Consent of Coopers & Lybrand L.L.P.

*23.03                  Consent of Deloitte & Touche LLP

24.01                   Powers of Attorney (included on signature page)
---------------------
*        Filed herewith.

ITEM 9.  UNDERTAKINGS


              (a)  The undersigned Company hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                   (i) To include any prospectus required by Section 10(a)(3) of
     the Securities Act;

                   (ii) To reflect in the prospectus any facts or events arising
     after the effective date of this Registration Statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     this Registration Statement; and
        
                   (iii) To include any material information with respect to the
     plan of distribution not previously disclosed in this Registration
     Statement or any material change to such information in the Registration
     Statement;
        
              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

              (2)  That, for purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (b)  The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question

                                      II-3

<PAGE>   5



whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4

<PAGE>   6



                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Elmhurst, State of Illinois, on February 13,
1998.

                              KEEBLER FOODS COMPANY


                              By:   /s/ Sam K. Reed
                                 -------------------------------------------
                                               Sam K. Reed
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

              The undersigned directors and executive officers of Keebler Foods
Company do hereby constitute and appoint E. Nichol McCully and Thomas E.
O'Neill, and each of them, with full power of substitution, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in our name and
behalf in our capacities as directors and officers, and to execute any and all
instruments for us and in our names in the capacities indicated below which such
person may deem necessary or advisable to enable Keebler Foods Company to comply
with the Securities Act of 1933, as amended (the "Securities Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but not
limited to, power and authority to sign for us, or any of us, in the capacities
indicated below, any and all amendments (including pre-effective and
post-effective amendments) hereto; and we do hereby ratify and confirm all that
such person or persons shall do or cause to be done by virtue hereof.

              Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 13, 1998.

<TABLE>
<CAPTION>


          Signature                                                            Title
          ---------                                                            -----
<S>                                               <C>    

     /s/ Sam K. Reed                          President, Chief Executive Officer (Principal Executive Officer) and
-----------------------------------           Director
         Sam K. Reed                          


     /s/ E. Nichol McCully                    Chief Financial Officer and Senior Vice President - Finance
 -----------------------------------          (Principal Financial Officer)
         E. Nichol McCully                    


     /s/ James T. Spear                       Vice President Finance and Corporate Controller (Principal
-----------------------------------           Accounting Officer)
         James T. Spear                       


     /s/ Sacha Lainovic                                                      Director
-----------------------------------
         Sacha Lainovic



      /s/ Raymond Debbane                                                    Director
-----------------------------------
         Raymond Debbane                                                     

</TABLE>

<PAGE>   7


                              POWER OF ATTORNEY


        The undersigned directors and executive officers of Keebler Foods
Company, a Delaware corporation (the "Company"), in connection with the
proposed registration by the Company of shares of its Common Stock, par value
$.01 per share, do hereby constitute and appoint E. Nichol McCully and Thomas
E. O'Neill, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact and agents to sign, execute and file a Registration
Statement on Form S-8 relating to such securities to be filed with the
Securities and Exchange Commission, together with any and all amendments and
exhibits thereto, and any and all documents required to be filed with any state
securities commission or other regulatory authority with respect to the
securities covered by such Registration Statement, with full power and
authority to do and perform any and all acts and things whatsoever necessary to
be done to effectuate the same, hereby ratifying and approving the acts of
said attorneys and each of them and any substitute or substitutes.

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on February 13, 1998.



<TABLE>
<CAPTION>
            Signature                                        Title
            ---------                                        -----
<S>                                                     <C>
     /s/ Robert Crozer
-----------------------------------                 
         Robert Crozer                                     Director
                                                    
                                                    
    /s/ Amos R. McMullian                           
-----------------------------------                 
         Amos R. McMullian                                 Director
                                                    
                                                    
     /s/ Jimmy Woodward                             
-----------------------------------                 
         Jimmy Woodward                                    Director
                                                    
                                                    
     /s/ G. Anthony Campbell                        
-----------------------------------                 
         G. Anthony Campbell                               Director
                                                    
                                                    
     /s/ Franklin L. Burke                                
-----------------------------------                 
         Franklin L. Burke                                 Director
                                                           
                                                    
     /s/ C. Martin Wood III                         
-----------------------------------                 
         C. Martin Wood III                                Director
</TABLE>
<PAGE>   8



             INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8




<TABLE>
<CAPTION>                         
Exhibit 
Number                   Description of Exhibit Page                               Page
------                   ---------------------------                               ----
<S>                      <C>                                                       <C>
4.01                     Amended and Restated Certificate of Incorporation
                         of the Company (filed as Exhibit 3.1 to the Company's
                         Registration Statement on Form S-1 filed with the
                         Commission (Commission File No. 333-42075) on December
                         12, 1997, as amended (the "Registration Statement"),
                         and hereby incorporated by reference)

4.02                     Amended and Restated By-laws of the Company (filed
                         as Exhibit 3.2 to the Registration Statement and hereby
                         incorporated by reference)

*4.03                    1998 Omnibus Stock Incentive Plan

*5.01                    Opinion of Winston & Strawn as to the legality of the 
                         securities being registered

*23.01                   Consent of Winston & Strawn (included in its opinion 
                         filed as Exhibit 5.01)

*23.02                   Consent of Coopers & Lybrand L.L.P.

*23.03                   Consent of Deloitte & Touche LLP

24.01                    Powers of Attorney (included on signature page)

----------------------
*        Filed herewith.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REG. STATEMENT FORM", "secsgml_size_bytes": 22496}]
{"company-data": {"conformed-name": "KEEBLER FOODS CO", "cik": "0001018848", "assigned-sic": "2052", "irs-number": "361894790", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46297", "film-number": "98539147"}, "business-address": {"street1": "677 LARCH AVE", "city": "ELMHURST", "state": "IL", "zip": "60126", "phone": "6308332900"}, "former-company": {"former-conformed-name": "KEEBLER CORP", "date-changed": "19960715"}}
1
             As filed with the Securities and Exchange Commission
                            on February 13, 1998
                                                       Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          The Securities Act of 1933
                            ----------------------

                            KEEBLER FOODS COMPANY
            (Exact name of registrant as specified in its charter)

          Delaware                                       36-1894790 
(State or other jurisdiction of            (I.R.S. Employer Identification No.) 
incorporation or organization) 

                               677 Larch Avenue
                           Elmhurst, Illinois 60126
                                (630) 833-2900

             (Address, including ZIP code, and telephone number,
      including area code, of registrant's principal executive offices)
                  

                      1998 OMNIBUS STOCK INCENTIVE PLAN
                             (Full title of plan)

          Thomas E. O'Neill                         Copy to: 
     Vice President, Secretary and                Bruce A. Toth, Esq.
           General Counsel                     John L. MacCarthy, Esq. 
       Keebler Foods Company                      Winston & Strawn
          677 Larch Avenue                      35 West Wacker Drive 
       Elmhurst, Illinois 60126                Chicago, Illinois 60601
           (630) 833-2900                         (312) 558-5600 

(Name, address, including ZIP code,
and telephone number, including area code, 
of agent for service)

                       CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                   Proposed             Proposed
 Title of securities to be     Amount to be    maximum offering     maximum aggregate
        registered              registered     price per share (a) offering price (a)    Amount of registration fee
-------------------------------------------------------------------------------------------------------------------
Common Stock,                
par value
$.01 per share               6,500,000 shrs.   $  27.00             $ 175,500,000       $ 51,773
===================================================================================================================
(a)      Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
         amended, based upon the average of the high and low prices of the 
         common stock, par value $.01 per share, of Keebler Foods Company on 
         the New York Stock Exchange on February 6, 1998.
2

                                    PART I
                           INFORMATION REQUIRED IN
                           SECTION 10(a) PROSPECTUS

              The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                   PART II
                         INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

              The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Keebler Foods Company (the "Company")
are incorporated herein by reference:

              (a)   The Company's Prospectus as filed with the Commission on
February 2, 1998 under the Securities Act, containing audited financial
statements for the Company's fiscal year 1996.

              (b)   All other reports filed pursuant to Section 13(a) or 15(d) 
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Prospectus referenced above.

              (c)   The description of the Company's Common Stock, par value 
$.01 per share (the "Common Stock"), which is contained in the registration
statement on Form 8-A filed with the Commission on December 12, 1997 under the
Exchange Act of 1934, as amended (the "Exchange Act") (Commission File No.
001-13705), including any subsequent amendment or any report filed for the
purpose of updating such description.

              All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

              Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

              Not applicable.
                                               
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

              None.

                                      II-1
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

              The Company is incorporated under the laws of the State of
Delaware. Section 145 of the Delaware Law ("Section 145") provides that a
Delaware corporation may indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer, director, employee or agent of another corporation
or enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding, if he
acted in good faith and in a manner he reasonably believed to be in 
the best interests of the corporation, and, with respect to any criminal
action, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any persons who are, or are threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include defense or settlement of such action or suit, provided
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director has actually and reasonably incurred.

              As permitted by Section 102(b)(7) of the Delaware Law, the
Certificate of Incorporation provides that directors of the Company shall have
no personal liability to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except (i) for any breach of a
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violations of law, (iii) pursuant to Section 174 of the Delaware Law, or (iv)
for any transaction from which a director derived an improper personal benefit.

              The Company's Bylaws provide for the indemnification of directors
and officers of the Company to the fullest extent permitted by Section 145.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number                  Description of Exhibit
-------                 ----------------------

4.01                    Amended and Restated Certificate of Incorporation
                        of the Company (filed as Exhibit 3.1 to the Company's
                        Registration Statement on Form S-1 filed with the
                        Commission (Commission File No. 333-42075) on December
                        12, 1997, as amended (the "Registration Statement"),
                        and hereby incorporated by reference)

4.02                    Amended and Restated By-laws of the Company (filed as 
                        Exhibit 3.2 to the Registration Statement and hereby
                        incorporated by reference)

*4.03                   1998 Omnibus Stock Incentive Plan

*5.01                   Opinion of Winston & Strawn as to the legality of the 
                        securities being registered

*23.01                  Consent of Winston & Strawn (included in its opinion 
                        filed as Exhibit 5.01)

                                      II-2
4

*23.02                  Consent of Coopers & Lybrand L.L.P.

*23.03                  Consent of Deloitte & Touche LLP

24.01                   Powers of Attorney (included on signature page)
---------------------
*        Filed herewith.

ITEM 9.  UNDERTAKINGS

              (a)  The undersigned Company hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                   (i) To include any prospectus required by Section 10(a)(3) of
     the Securities Act;

                   (ii) To reflect in the prospectus any facts or events arising
     after the effective date of this Registration Statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     this Registration Statement; and
        
                   (iii) To include any material information with respect to the
     plan of distribution not previously disclosed in this Registration
     Statement or any material change to such information in the Registration
     Statement;
        
              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

              (2)  That, for purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (b)  The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question

                                      II-3
5

whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
6

                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Elmhurst, State of Illinois, on February 13,
1998.

                              KEEBLER FOODS COMPANY

                              By:   /s/ Sam K. Reed
                                 -------------------------------------------
                                               Sam K. Reed
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

              The undersigned directors and executive officers of Keebler Foods
Company do hereby constitute and appoint E. Nichol McCully and Thomas E.
O'Neill, and each of them, with full power of substitution, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in our name and
behalf in our capacities as directors and officers, and to execute any and all
instruments for us and in our names in the capacities indicated below which such
person may deem necessary or advisable to enable Keebler Foods Company to comply
with the Securities Act of 1933, as amended (the "Securities Act"), and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but not
limited to, power and authority to sign for us, or any of us, in the capacities
indicated below, any and all amendments (including pre-effective and
post-effective amendments) hereto; and we do hereby ratify and confirm all that
such person or persons shall do or cause to be done by virtue hereof.

              Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 13, 1998.
Signature                                                            Title
          ---------                                                            -----
/s/ Sam K. Reed                          President, Chief Executive Officer (Principal Executive Officer) and
-----------------------------------           Director
         Sam K. Reed                          

     /s/ E. Nichol McCully                    Chief Financial Officer and Senior Vice President - Finance
 -----------------------------------          (Principal Financial Officer)
         E. Nichol McCully                    

     /s/ James T. Spear                       Vice President Finance and Corporate Controller (Principal
-----------------------------------           Accounting Officer)
         James T. Spear                       

     /s/ Sacha Lainovic                                                      Director
-----------------------------------
         Sacha Lainovic

      /s/ Raymond Debbane                                                    Director
-----------------------------------
         Raymond Debbane
7

                              POWER OF ATTORNEY

        The undersigned directors and executive officers of Keebler Foods
Company, a Delaware corporation (the "Company"), in connection with the
proposed registration by the Company of shares of its Common Stock, par value
$.01 per share, do hereby constitute and appoint E. Nichol McCully and Thomas
E. O'Neill, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact and agents to sign, execute and file a Registration
Statement on Form S-8 relating to such securities to be filed with the
Securities and Exchange Commission, together with any and all amendments and
exhibits thereto, and any and all documents required to be filed with any state
securities commission or other regulatory authority with respect to the
securities covered by such Registration Statement, with full power and
authority to do and perform any and all acts and things whatsoever necessary to
be done to effectuate the same, hereby ratifying and approving the acts of
said attorneys and each of them and any substitute or substitutes.

        Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on February 13, 1998.
Signature                                        Title
            ---------                                        -----
/s/ Robert Crozer
-----------------------------------                 
         Robert Crozer                                     Director
                                                    
                                                    
    /s/ Amos R. McMullian                           
-----------------------------------                 
         Amos R. McMullian                                 Director
                                                    
                                                    
     /s/ Jimmy Woodward                             
-----------------------------------                 
         Jimmy Woodward                                    Director
                                                    
                                                    
     /s/ G. Anthony Campbell                        
-----------------------------------                 
         G. Anthony Campbell                               Director
                                                    
                                                    
     /s/ Franklin L. Burke                                
-----------------------------------                 
         Franklin L. Burke                                 Director
                                                           
                                                    
     /s/ C. Martin Wood III                         
-----------------------------------                 
         C. Martin Wood III                                Director
8

             INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit 
Number                   Description of Exhibit Page                               Page
------                   ---------------------------                               ----
4.01                     Amended and Restated Certificate of Incorporation
                         of the Company (filed as Exhibit 3.1 to the Company's
                         Registration Statement on Form S-1 filed with the
                         Commission (Commission File No. 333-42075) on December
                         12, 1997, as amended (the "Registration Statement"),
                         and hereby incorporated by reference)

4.02                     Amended and Restated By-laws of the Company (filed
                         as Exhibit 3.2 to the Registration Statement and hereby
                         incorporated by reference)

*4.03                    1998 Omnibus Stock Incentive Plan

*5.01                    Opinion of Winston & Strawn as to the legality of the 
                         securities being registered

*23.01                   Consent of Winston & Strawn (included in its opinion 
                         filed as Exhibit 5.01)

*23.02                   Consent of Coopers & Lybrand L.L.P.

*23.03                   Consent of Deloitte & Touche LLP

24.01                    Powers of Attorney (included on signature page)

----------------------
*        Filed herewith.