<PAGE>   1
      As filed with the Securities and Exchange Commission on June 29, 1999

                           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                                             36-3839556
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                                677 Larch Avenue
                            Elmhurst, Illinois 60126
                            Telephone: (630) 833-2900
   (Address, including zip code and telephone number, including area code, of
                   registrant's principal executive offices)

                      KEEBLER COMPANY SALARIED SAVINGS PLAN
                            (Full title of the plan)

                                Thomas E. O'Neill
                          Vice President, Secretary and
                                 General Counsel
                              Keebler Foods Company
                                677 Larch Avenue
                            Elmhurst, Illinois 60126
                            Telephone: (630) 833-2900
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                         Proposed maximum        Proposed maximum        Amount of
Title of securities                                Amount to be         offering price per      aggregate offering     registration
to be registered                                  registered (1)             share                    price                  fee
----------------                                  --------------        ------------------      ------------------     -------------
<S>                                               <C>                   <C>                     <C>                    <C>
Common Stock, par value $0.01 per share(2)(3)     600,000 shares          $30.40625                 $18,243,750           $5,072
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Together with an indeterminable number of additional securities in order to
     adjust the number of securities reserved for issuance pursuant to the plan
     as the result of a stock split, stock dividend or similar transaction
     affecting the Common Stock, pursuant to 17 C.F.R. ss. 230.416.

(2)  Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
     offering price per share, proposed maximum aggregate offering price and the
     amount of the registration fee are based upon the average of the high and
     low prices reported on the New York Stock Exchange on June 24, 1999.

(3)  Pursuant to Rule 416(c), the registration statement also covers an
     indeterminate amount of plan interests to be offered and sold pursuant to
     the Keebler Company Salaried Savings Plan described herein.


<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by Keebler Foods Company
("Registrant" or "Keebler"):

         1.       The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended January 2, 1999;

         2.       The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended April 24, 1999; and

         3.       The description of Registrant's Common Stock contained in the
                  Registration Statement on Form 8-A filed with the Commission
                  on December 12, 1997 under the Securities 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.

         In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Keebler is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of the Delaware General Corporation Law ("DGCL")
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 the
corporation, or is or was serving at the request of the corporation as 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. Keebler's By-Laws provide for the indemnification
of directors and officers of Keebler to the fullest extent permitted by Section
145.

         Section 102 ("Section 102") of the DGCL permits a Delaware corporation
to include in its certificate of incorporation a provision eliminating or
limiting a director's liability to a corporation or its stockholders for
monetary damages for breaches of fiduciary duty. DGCL Section 102 provides,
however, that liability for breaches of the duty of loyalty, acts or omissions
not in good faith or involving intentional misconduct, or knowing violation of
the law,

                                    II-1

<PAGE>   3



and the unlawful purchase or redemption of stock or payment of unlawful
dividends or the receipt of improper personal benefits cannot be eliminated or
limited in this manner. As permitted by Section 102, Keebler's Certificate of
Incorporation provides that directors of Keebler shall have no personal
liability to Keebler 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 Keebler or its stockholder, (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 DGCL, or (iv) for any transaction from
which a director derived an improper personal benefit.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.           INDEX TO EXHIBITS.

         Exhibit Number      Description of Document

                 4.1         Amended and Restated Certificate of Incorporation
                             of the Registrant (filed as Exhibit 3.1 to the
                             Registrant'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)

                 4.2         Amended and Restated By-Laws of the Registrant
                             (filed as Exhibit 3.2 to the Registration Statement
                             and hereby incorporated by reference)

                23.1         Consent of PricewaterhouseCoopers LLP

                24.1         Powers of Attorney (included on signature page)

The Registrant will submit the plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner, and will make all changes required
by the IRS in order to qualify the plan under Section 401 of the Internal
Revenue Code.

ITEM 9.           UNDERTAKINGS.

         (a)      The undersigned Registrant 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 of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the 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;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in this 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 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         this registration statement.


                                      II-2
<PAGE>   4

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, 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 Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of this
registration statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-3

<PAGE>   5



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 this 25th day of
June 1999.

                                                   KEEBLER FOODS COMPANY


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


                              POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas E. O'Neill, E. Nichol McCully and
James T. Spear, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement and any or all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and all documents required to be filed with respect
therewith, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith and about the premises in order to effectuate
the same as fully to all intents and purposes as he might or could do if
personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents or his or their substitute or substitutes, may
lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 25th day of June 1999.


<TABLE>
<CAPTION>
       Signature                                          Title
       ---------                                          -----
<S>                                              <C>
/s/  Sam K. Reed                                 President, Chief Executive Officer and Director
-----------------------------                    (Principal Executive Officer)
Sam K. Reed


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


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


/s/ Robert P. Crozer                             Director
----------------------------
Robert P. Crozer


/s/ Johnston C. Adams, Jr.                       Director
----------------------------
Johnston C. Adams, Jr.
</TABLE>


                                       S-1

<PAGE>   6

<TABLE>
<S>                                              <C>
/s/ Franklin L. Burke                            Director
----------------------------
Franklin L. Burke


/s/ G. Anthony Campbell                          Director
----------------------------
G. Anthony  Campbell


/s/ Amos R. McMullian                            Director
----------------------------
Amos R. McMullian


/s/ Wayne H. Pace                                Director
----------------------------
Wayne H. Pace


/s/ Melvin T. Stith                              Director
----------------------------
Dr. Melvin T. Stith


/s/ C. M. Wood III                               Director
----------------------------
C. Martin Wood III


/s/ Jimmy M. Woodward                            Director
----------------------------
Jimmy M. Woodward
</TABLE>


<PAGE>   7





         THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Plan 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 this 25th day of June 1999.

                                          KEEBLER COMPANY SALARIED SAVINGS PLAN


                                          By:   /s/ E. Nichol McCully
                                             -----------------------------------
                                                    E. Nichol McCully
                                          Senior Vice President and Chief
                                          Financial Officer



                                      S-3
<PAGE>   8







                                INDEX TO EXHIBITS


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

         4.1               Amended and Restated Certificate of Incorporation of
                           the Registrant (filed as Exhibit 3.1 to the
                           Registrant'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)

         4.2               Amended and Restated By-Laws of the Registrant (filed
                           as Exhibit 3.2 to the Registration Statement and
                           hereby incorporated by reference)

         23.1              Consent of PricewaterhouseCoopers LLP

         24.1              Powers of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19443}]
{"company-data": {"conformed-name": "KEEBLER FOODS CO", "cik": "0001018848", "assigned-sic": "2052", "irs-number": "363839556", "state-of-incorporation": "DE", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81873", "film-number": "99655681"}, "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 June 29, 1999

                           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                                             36-3839556
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                                677 Larch Avenue
                            Elmhurst, Illinois 60126
                            Telephone: (630) 833-2900
   (Address, including zip code and telephone number, including area code, of
                   registrant's principal executive offices)

                      KEEBLER COMPANY SALARIED SAVINGS PLAN
                            (Full title of the plan)

                                Thomas E. O'Neill
                          Vice President, Secretary and
                                 General Counsel
                              Keebler Foods Company
                                677 Larch Avenue
                            Elmhurst, Illinois 60126
                            Telephone: (630) 833-2900
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                         Proposed maximum        Proposed maximum        Amount of
Title of securities                                Amount to be         offering price per      aggregate offering     registration
to be registered                                  registered (1)             share                    price                  fee
----------------                                  --------------        ------------------      ------------------     -------------
Common Stock, par value $0.01 per share(2)(3)     600,000 shares          $30.40625                 $18,243,750           $5,072
------------------------------------------------------------------------------------------------------------------------------------
(1)  Together with an indeterminable number of additional securities in order to
     adjust the number of securities reserved for issuance pursuant to the plan
     as the result of a stock split, stock dividend or similar transaction
     affecting the Common Stock, pursuant to 17 C.F.R. ss. 230.416.

(2)  Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
     offering price per share, proposed maximum aggregate offering price and the
     amount of the registration fee are based upon the average of the high and
     low prices reported on the New York Stock Exchange on June 24, 1999.

(3)  Pursuant to Rule 416(c), the registration statement also covers an
     indeterminate amount of plan interests to be offered and sold pursuant to
     the Keebler Company Salaried Savings Plan described herein.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by Keebler Foods Company
("Registrant" or "Keebler"):

         1.       The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended January 2, 1999;

         2.       The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended April 24, 1999; and

         3.       The description of Registrant's Common Stock contained in the
                  Registration Statement on Form 8-A filed with the Commission
                  on December 12, 1997 under the Securities 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.

         In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Keebler is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of the Delaware General Corporation Law ("DGCL")
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 the
corporation, or is or was serving at the request of the corporation as 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. Keebler's By-Laws provide for the indemnification
of directors and officers of Keebler to the fullest extent permitted by Section
145.

         Section 102 ("Section 102") of the DGCL permits a Delaware corporation
to include in its certificate of incorporation a provision eliminating or
limiting a director's liability to a corporation or its stockholders for
monetary damages for breaches of fiduciary duty. DGCL Section 102 provides,
however, that liability for breaches of the duty of loyalty, acts or omissions
not in good faith or involving intentional misconduct, or knowing violation of
the law,

                                    II-1
3

and the unlawful purchase or redemption of stock or payment of unlawful
dividends or the receipt of improper personal benefits cannot be eliminated or
limited in this manner. As permitted by Section 102, Keebler's Certificate of
Incorporation provides that directors of Keebler shall have no personal
liability to Keebler 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 Keebler or its stockholder, (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 DGCL, or (iv) for any transaction from
which a director derived an improper personal benefit.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.           INDEX TO EXHIBITS.

         Exhibit Number      Description of Document

                 4.1         Amended and Restated Certificate of Incorporation
                             of the Registrant (filed as Exhibit 3.1 to the
                             Registrant'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)

                 4.2         Amended and Restated By-Laws of the Registrant
                             (filed as Exhibit 3.2 to the Registration Statement
                             and hereby incorporated by reference)

                23.1         Consent of PricewaterhouseCoopers LLP

                24.1         Powers of Attorney (included on signature page)

The Registrant will submit the plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner, and will make all changes required
by the IRS in order to qualify the plan under Section 401 of the Internal
Revenue Code.

ITEM 9.           UNDERTAKINGS.

         (a)      The undersigned Registrant 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 of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the 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;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in this 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 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         this registration statement.

                                      II-2
4

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, 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 Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of this
registration statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 this 25th day of
June 1999.

                                                   KEEBLER FOODS COMPANY

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

                              POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas E. O'Neill, E. Nichol McCully and
James T. Spear, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement and any or all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and all documents required to be filed with respect
therewith, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith and about the premises in order to effectuate
the same as fully to all intents and purposes as he might or could do if
personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents or his or their substitute or substitutes, may
lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 25th day of June 1999.
Signature                                          Title
       ---------                                          -----
/s/  Sam K. Reed                                 President, Chief Executive Officer and Director
-----------------------------                    (Principal Executive Officer)
Sam K. Reed

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

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

/s/ Robert P. Crozer                             Director
----------------------------
Robert P. Crozer

/s/ Johnston C. Adams, Jr.                       Director
----------------------------
Johnston C. Adams, Jr.
S-1
6
/s/ Franklin L. Burke                            Director
----------------------------
Franklin L. Burke

/s/ G. Anthony Campbell                          Director
----------------------------
G. Anthony  Campbell

/s/ Amos R. McMullian                            Director
----------------------------
Amos R. McMullian

/s/ Wayne H. Pace                                Director
----------------------------
Wayne H. Pace

/s/ Melvin T. Stith                              Director
----------------------------
Dr. Melvin T. Stith

/s/ C. M. Wood III                               Director
----------------------------
C. Martin Wood III

/s/ Jimmy M. Woodward                            Director
----------------------------
Jimmy M. Woodward
7

         THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Plan 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 this 25th day of June 1999.

                                          KEEBLER COMPANY SALARIED SAVINGS PLAN

                                          By:   /s/ E. Nichol McCully
                                             -----------------------------------
                                                    E. Nichol McCully
                                          Senior Vice President and Chief
                                          Financial Officer

                                      S-3
8

                                INDEX TO EXHIBITS

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

         4.1               Amended and Restated Certificate of Incorporation of
                           the Registrant (filed as Exhibit 3.1 to the
                           Registrant'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)

         4.2               Amended and Restated By-Laws of the Registrant (filed
                           as Exhibit 3.2 to the Registration Statement and
                           hereby incorporated by reference)

         23.1              Consent of PricewaterhouseCoopers LLP

         24.1              Powers of Attorney (included on signature page)