<PAGE>   1

   As filed with the Securities and Exchange Commission on April  , 1994
                                           Registration No. 33-   

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                                             
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                                               
                                KELLOGG COMPANY
             (Exact name of registrant as specified in its charter)

         DELAWARE                                     38-0710690
(State of Incorporation)                (I.R.S. Employer Indemnification No.)

                      _________________________________

                               ONE KELLOGG SQUARE
                          BATTLE CREEK, MICHIGAN 49016

         (Address, including zip code, of principal executive offices)
                      _________________________________ 

                   1993 KELLOGG EMPLOYEE STOCK OWNERSHIP PLAN

                                Richard M. Clark
              Senior Vice President, General Counsel and Secretary
                                Kellogg Company
                               One Kellogg Square
                         Battle Creek, Michigan  49016
                                 (616) 961-2181

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF                                                     PROPOSED
SECURITIES           AMOUNT             PROPOSED             AGGREGATE        AMOUNT OF
TO BE                TO BE              MAX. OFFERING        OFFERING         REGISTRATION
REGISTERED           REGISTERED         PRICE PER SHARE      PRICE            FEE
<S>                 <C>              <C>                    <C>                 <C>
Common Stock,        6,000,000          $51.4375 (2)        $308,625,000(2)     $106,422.41
par value $.25
per share
</TABLE>

(1)    Pursuant to Rule 416, this registration statement also includes an
       indeterminable number of additional shares that may become issuable as a
       result of the antidilution adjustment provisions of the Plan.

(2)    Pursuant to Rule 457(h) and solely for the purpose of calculating the
       applicable registration fee, the proposed maximum offering price per
       share has  been  estimated  at $51.4375, which amount represents the
       average of the high and low sales prices reported for the shares on the
       New York Stock Exchange on April 25, 1994.
<PAGE>   2
                                     PART I

               INFORMATION REQUIRED IN A SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.



                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents are incorporated by reference in this
             Registration Statement:

             (a)  The Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1993 (File No. 1-4171);

             (b)  All other reports, if any, filed by the Registrant
                  pursuant to Sections 13(a) or 15(d) of the Securities Exchange
                  Act of 1934 since the end of the fiscal year covered by the
                  annual report referred to in (a) above;

             (c)  The description of the Registrant's common stock
                  contained in Item 14 of the Registrant's Application for
                  Registration of Securities on a National Securities Exchange 
                  on Form 10 filed pursuant to the Securities Exchange Act, 
                  dated March 20, 1959, including any subsequent amendment or 
                  report filed for the purpose of updating such description.

                  All documents subsequently filed by the Registrant
                  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
                  Securities Exchange Act of 1934, prior to the filing of a
                  post-effective amendment to this Registration Statement which
                  indicates that all the shares of Common Stock offered hereby
                  have been sold or which deregisters all of such shares then
                  remaining unsold, shall be deemed to be incorporated by
                  reference in this Registration Statement and to be a part
                  hereof from the date of filing of such documents.  Any
                  statement contained in a document incorporated or deemed to be
                  incorporated by reference herein shall be deemed to be
                  modified or superseded for the purposes of this Registration
                  Statement to the extent that a statement contained in any
                  subsequently filed document which also is or is deemed to be

                                       2
<PAGE>   3
                  incorporated by reference herein 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.

                  See Item 3.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  The financial statements incorporated in this
                  Registration Statement by reference to the Annual Report on
                  Form 10-K of the Registrant for the year ended December 31,
                  1993, have been so incorporated in reliance on the report of
                  Price Waterhouse, independent accountants, given on the
                  authority of said firm as experts in auditing and accounting.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law
                  contains provisions under which corporations organized
                  thereunder are permitted or required in certain circumstances
                  to indemnify directors, officers and others against certain
                  liabilities, and are permitted to maintain insurance to cover
                  such liabilities against which such corporations may not
                  directly indemnify such persons.  The Amended and Restated
                  Certificate of Incorporation and the Bylaws of the Registrant,
                  as amended, grant indemnification to such persons to the
                  extent permitted by Delaware law and authorize the purchase of
                  such insurance.  The Registrant maintains policies of
                  indemnity insurance for its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

                  The exhibits to this Registration Statement are listed
                  in the Exhibit Index on page E-1 of this Registration
                  Statement, which index is incorporated herein by reference.

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:





                                       3
<PAGE>   4
                        (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 the 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 the
                               Registration Statement;


                      Provided, however, that paragraph (a)(1)(i) and
                      (a)(1)(ii) shall not apply if the information required to
                      be included in a post-effective amendment by those
                      paragraphs is contained in periodic reports filed by the
                      Registrant pursuant to Section 13 or Section 15(d) of the
                      Securities Exchange Act of 1934 that are incorporated by
                      reference in the Registration Statement.

                (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 any 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 Securities Exchange
                 Act of 1934 (and, where applicable, each filing of an employee
                 benefit plan's annual report pursuant to Section 15(d) of the
                 Securities Exchange Act of 1934) that is incorporated by
                 reference in the Registration Statement shall be deemed to be a
                 new Registration Statement relating to the securities offered
                 herein, and the offering of such securities at that time shall
                 be deemed to be the initial bona fide offering thereof.





                                       4
<PAGE>   5
           (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, or otherwise, the
                 Registrant has been advised that in the opinion of the
                 Securities and Exchange 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.





                                       5
<PAGE>   6
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Battle Creek, State of Michigan, on April 25, 1994.

                                 KELLOGG COMPANY


                       By:       /s/ARNOLD G. LANGBO 
                                 Arnold G. Langbo
                                 Chairman of the Board and
                                 Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated below on April 25, 1994.

<TABLE>
<CAPTION>
               SIGNATURE                                                CAPACITY
               ---------                                                --------
<S>                                                <C>
     /s/ARNOLD G. LANGBO                                    Chairman of the Board and
- ---------------------------------------                     Chief Executive Officer; Director                         
           Arnold G. Langbo                                 (Principal Executive Officer)
                                                            


       /s/CHARLES W. ELLIOTT                                Executive Vice President -
- --------------------------------------                      Administration and                           
           Charles W. Elliott                               Chief Financial Officer; Director
                                                            (Principal Financial Officer)
                                                            

         /s/ALAN TAYLOR                                     Corporate Controller
- -------------------------------------------                 (Principal Accounting Officer)                          
           Alan Taylor                                      

           Norman A. Brown *                                Director
           Claudio X. Gonzalez *                            Director
           Gordon Gund *                                    Director
           William E. LaMothe *                             Director
           Russell G. Mawby *                               Director
           Ann McLaughlin *                                 Director
           J. Richard Munro *                               Director
           Harold A. Poling *                               Director
           Donald Rumsfeld *                                Director
           Timothy P. Smucker *                             Director
           Dolores D. Wharton *                             Director

* By:       /s/RICHARD M. CLARK          
       ----------------------------------
           Richard M. Clark
           As Attorney-in-Fact
</TABLE>





                                       6
<PAGE>   7
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                                 ELECTRONIC (E),
                                                                                 PAPER (P),
                                                                                 INCORP. BY
EXHIBIT NO.               DESCRIPTION                                            REF. (IBRF)
 <S>                      <C>                                                    <C>
   4.01                   Restated Certificate of Incorporation                      IBRF
                          of Kellogg Company, as amended,
                          incorporated by reference to Exhibit 3.01
                          to the Registrant's Annual Report on
                          Form 10-K for the fiscal year ended
                          December 31, 1991, Commission file
                          number 1-4171.

   4.02                   Bylaws of Kellogg Company, as amended,                     IBRF
                          incorporated by reference to Exhibit 3.02
                          to the Registrant's Annual Report on
                          Form 10-K for the fiscal year ended
                          December 31, 1993, Commission file
                          number 1-4171.

   5.01                   Opinion of Richard M. Clark, as to the                     E
                          validity of the Securities.

 23.01                    Consent of Price Waterhouse                                E

 23.02                    Consent of Richard M. Clark (included in                   E
                          Exhibit 5.01)

 24.01                    Powers of Attorney                                         E

 99.01                    1993 Kellogg Employee Stock Ownership Plan                 E
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17591}]
{"company-data": {"conformed-name": "KELLOGG CO", "cik": "0000055067", "assigned-sic": "2040", "irs-number": "380710690", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53403", "film-number": "94525484"}, "business-address": {"street1": "ONE KELLOGG SQ", "street2": "P O BOX 3599", "city": "BATTLE CREEK", "state": "MI", "zip": "49016", "phone": "6169612000"}, "mail-address": {"street1": "ONE KELLOGG SQUARE", "street2": "P.O. BOX 3599", "city": "BATTLE CREEK", "state": "MI", "zip": "49016"}}
1

   As filed with the Securities and Exchange Commission on April  , 1994
                                           Registration No. 33-   

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                                             
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                                               
                                KELLOGG COMPANY
             (Exact name of registrant as specified in its charter)

         DELAWARE                                     38-0710690
(State of Incorporation)                (I.R.S. Employer Indemnification No.)

                      _________________________________

                               ONE KELLOGG SQUARE
                          BATTLE CREEK, MICHIGAN 49016

         (Address, including zip code, of principal executive offices)
                      _________________________________ 

                   1993 KELLOGG EMPLOYEE STOCK OWNERSHIP PLAN

                                Richard M. Clark
              Senior Vice President, General Counsel and Secretary
                                Kellogg Company
                               One Kellogg Square
                         Battle Creek, Michigan  49016
                                 (616) 961-2181

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

                        CALCULATION OF REGISTRATION FEE
TITLE OF                                                     PROPOSED
SECURITIES           AMOUNT             PROPOSED             AGGREGATE        AMOUNT OF
TO BE                TO BE              MAX. OFFERING        OFFERING         REGISTRATION
REGISTERED           REGISTERED         PRICE PER SHARE      PRICE            FEE
Common Stock,        6,000,000          $51.4375 (2)        $308,625,000(2)     $106,422.41
par value $.25
per share
(1)    Pursuant to Rule 416, this registration statement also includes an
       indeterminable number of additional shares that may become issuable as a
       result of the antidilution adjustment provisions of the Plan.

(2)    Pursuant to Rule 457(h) and solely for the purpose of calculating the
       applicable registration fee, the proposed maximum offering price per
       share has  been  estimated  at $51.4375, which amount represents the
       average of the high and low sales prices reported for the shares on the
       New York Stock Exchange on April 25, 1994.
2
                                     PART I

               INFORMATION REQUIRED IN A SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents are incorporated by reference in this
             Registration Statement:

             (a)  The Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1993 (File No. 1-4171);

             (b)  All other reports, if any, filed by the Registrant
                  pursuant to Sections 13(a) or 15(d) of the Securities Exchange
                  Act of 1934 since the end of the fiscal year covered by the
                  annual report referred to in (a) above;

             (c)  The description of the Registrant's common stock
                  contained in Item 14 of the Registrant's Application for
                  Registration of Securities on a National Securities Exchange 
                  on Form 10 filed pursuant to the Securities Exchange Act, 
                  dated March 20, 1959, including any subsequent amendment or 
                  report filed for the purpose of updating such description.

                  All documents subsequently filed by the Registrant
                  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
                  Securities Exchange Act of 1934, prior to the filing of a
                  post-effective amendment to this Registration Statement which
                  indicates that all the shares of Common Stock offered hereby
                  have been sold or which deregisters all of such shares then
                  remaining unsold, shall be deemed to be incorporated by
                  reference in this Registration Statement and to be a part
                  hereof from the date of filing of such documents.  Any
                  statement contained in a document incorporated or deemed to be
                  incorporated by reference herein shall be deemed to be
                  modified or superseded for the purposes of this Registration
                  Statement to the extent that a statement contained in any
                  subsequently filed document which also is or is deemed to be

                                       2
3
                  incorporated by reference herein 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.

                  See Item 3.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  The financial statements incorporated in this
                  Registration Statement by reference to the Annual Report on
                  Form 10-K of the Registrant for the year ended December 31,
                  1993, have been so incorporated in reliance on the report of
                  Price Waterhouse, independent accountants, given on the
                  authority of said firm as experts in auditing and accounting.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law
                  contains provisions under which corporations organized
                  thereunder are permitted or required in certain circumstances
                  to indemnify directors, officers and others against certain
                  liabilities, and are permitted to maintain insurance to cover
                  such liabilities against which such corporations may not
                  directly indemnify such persons.  The Amended and Restated
                  Certificate of Incorporation and the Bylaws of the Registrant,
                  as amended, grant indemnification to such persons to the
                  extent permitted by Delaware law and authorize the purchase of
                  such insurance.  The Registrant maintains policies of
                  indemnity insurance for its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

                  The exhibits to this Registration Statement are listed
                  in the Exhibit Index on page E-1 of this Registration
                  Statement, which index is incorporated herein by reference.

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:

                                       3
4
                        (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 the 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 the
                               Registration Statement;

                      Provided, however, that paragraph (a)(1)(i) and
                      (a)(1)(ii) shall not apply if the information required to
                      be included in a post-effective amendment by those
                      paragraphs is contained in periodic reports filed by the
                      Registrant pursuant to Section 13 or Section 15(d) of the
                      Securities Exchange Act of 1934 that are incorporated by
                      reference in the Registration Statement.

                (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 any 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 Securities Exchange
                 Act of 1934 (and, where applicable, each filing of an employee
                 benefit plan's annual report pursuant to Section 15(d) of the
                 Securities Exchange Act of 1934) that is incorporated by
                 reference in the Registration Statement shall be deemed to be a
                 new Registration Statement relating to the securities offered
                 herein, and the offering of such securities at that time shall
                 be deemed to be the initial bona fide offering thereof.

                                       4
5
           (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, or otherwise, the
                 Registrant has been advised that in the opinion of the
                 Securities and Exchange 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.

                                       5
6
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Battle Creek, State of Michigan, on April 25, 1994.

                                 KELLOGG COMPANY

                       By:       /s/ARNOLD G. LANGBO 
                                 Arnold G. Langbo
                                 Chairman of the Board and
                                 Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated below on April 25, 1994.
SIGNATURE                                                CAPACITY
               ---------                                                --------
/s/ARNOLD G. LANGBO                                    Chairman of the Board and
- ---------------------------------------                     Chief Executive Officer; Director                         
           Arnold G. Langbo                                 (Principal Executive Officer)
                                                            

       /s/CHARLES W. ELLIOTT                                Executive Vice President -
- --------------------------------------                      Administration and                           
           Charles W. Elliott                               Chief Financial Officer; Director
                                                            (Principal Financial Officer)
                                                            

         /s/ALAN TAYLOR                                     Corporate Controller
- -------------------------------------------                 (Principal Accounting Officer)                          
           Alan Taylor                                      

           Norman A. Brown *                                Director
           Claudio X. Gonzalez *                            Director
           Gordon Gund *                                    Director
           William E. LaMothe *                             Director
           Russell G. Mawby *                               Director
           Ann McLaughlin *                                 Director
           J. Richard Munro *                               Director
           Harold A. Poling *                               Director
           Donald Rumsfeld *                                Director
           Timothy P. Smucker *                             Director
           Dolores D. Wharton *                             Director

* By:       /s/RICHARD M. CLARK          
       ----------------------------------
           Richard M. Clark
           As Attorney-in-Fact
6
7
                                 EXHIBIT INDEX
ELECTRONIC (E),
                                                                                 PAPER (P),
                                                                                 INCORP. BY
EXHIBIT NO.               DESCRIPTION                                            REF. (IBRF)
4.01                   Restated Certificate of Incorporation                      IBRF
                          of Kellogg Company, as amended,
                          incorporated by reference to Exhibit 3.01
                          to the Registrant's Annual Report on
                          Form 10-K for the fiscal year ended
                          December 31, 1991, Commission file
                          number 1-4171.

   4.02                   Bylaws of Kellogg Company, as amended,                     IBRF
                          incorporated by reference to Exhibit 3.02
                          to the Registrant's Annual Report on
                          Form 10-K for the fiscal year ended
                          December 31, 1993, Commission file
                          number 1-4171.

   5.01                   Opinion of Richard M. Clark, as to the                     E
                          validity of the Securities.

 23.01                    Consent of Price Waterhouse                                E

 23.02                    Consent of Richard M. Clark (included in                   E
                          Exhibit 5.01)

 24.01                    Powers of Attorney                                         E

 99.01                    1993 Kellogg Employee Stock Ownership Plan                 E