<PAGE>
                   AS FILED WITH THE SECURITIES AND EXCHANGE
                        COMMISSION ON SEPTEMBER 29, 2003


                UNITED STATES 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)

<TABLE>
<S>                                                   <C>
                   DELAWARE                                        38-0710690
(State or Other Jurisdiction of Incorporation         (I.R.S. Employer Identification No.)
               or Organization)

              ONE KELLOGG SQUARE
            BATTLE CREEK, MICHIGAN                                 49016-3599
   (Address of Principal Executive Offices)                        (Zip Code)
</TABLE>


 THE KELLOGG COMPANY - BAKERY, CONFECTIONERY, TOBACCO WORKERS AND GRAIN MILLERS
                          SAVINGS AND INVESTMENT PLAN
                            (Full Title of the Plan)

 JAMES MARKEY, VICE PRESIDENT AND CHIEF COUNSEL -- SECURITIES AND INTERNATIONAL
                                 KELLOGG COMPANY
                               ONE KELLOGG SQUARE
                        BATTLE CREEK, MICHIGAN 49016-3599
                     (Name and Address of Agent for Service)

                                 (269) 961-2000
          (Telephone Number, Including Area Code, of Agent for Service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF SECURITIES TO                   AMOUNT TO BE      PROPOSED MAXIMUM          PROPOSED MAXIMUM             AMOUNT
BE REGISTERED)                          REGISTERED(1)     OFFERING PRICE PER        AGGREGATE OFFERING       OF REGISTRATION
                                                               SHARE(2)                  PRICE(2)                 FEE(2)
<S>                                      <C>              <C>                       <C>                      <C>
Common Stock                              24,000,000           $33.175                $796,200,000              $64,412.58
par value $.25 per
share
</TABLE>

1.       In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to The Kellogg Company -
         Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and
         Investment Plan.

2.       Computed in accordance with Rule 457(h) under the Securities Act of
         1933 solely for the purpose of calculating the registration fee.
         Computation based upon the average of the high and low prices of the
         common stock of the Registrant as reported on the New York Stock
         Exchange as of September 24, 2003.


<PAGE>

                      REGISTRATION OF ADDITIONAL SECURITIES

         This Form S-8 Registration Statement is filed pursuant to General
Instruction E for the purpose of registering 18,000,000 additional shares of
common stock, par value $0.25 per share ("Common Stock"), of Kellogg Company
(the "Registrant"), issuable pursuant to The Kellogg Company - Bakery,
Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan.
The contents of the Registrant's previously filed Form S-8 Registration
Statement (File No. 333-27294), as filed with the Securities and Exchange
Commission (the "Commission") on March 3, 1989, are incorporated herein by
reference to the extent not otherwise amended or superseded by the contents
hereof.

                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         We shall send or give to each participant in The Kellogg Company -
Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment
Plan the document(s) containing the information specified in Part I of Form S-8
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the rules and regulations of the
Commission, such documents are not being filed with or included in this
Registration Statement. These documents and the documents incorporated by
reference into this Registration Statement pursuant to 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 that have been filed with the Commission by the
Registrant are incorporated herein by reference:

         (a) The Registrant's registration statement on Form S-8 filed March 3,
1989 (file no. 33-27294);

         (b) The Registrant's annual report with respect to The Kellogg Company
- Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and
Investment Plan on Form 11-K for the year ended December 31, 2002, filed June
26, 2003;

         (c) The Registrant's annual report on Form 10-K for the fiscal year
ended December 28, 2002 (File No. 1-4171), containing audited financial
statements for the Registrant's latest fiscal year;

         (d) The Registrant's quarterly reports on Form 10-Q for the quarters
ended March 29, 2003 and June 28, 2003 (File No. 1-4171);

         (e) The Registrant's current report on Form 8-K dated June 5, 2003;

         (f) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (File No.
1-4171) since the end of the fiscal year covered by the Annual Report on Form
10-K referenced above; and

         (g) The description of the Registrant's common stock, par value $.25
per share, which is contained in Item 14 of the Registrant's Application for
Registration of Securities on a National Securities Exchange on Form 10 dated
March 20, 1959 filed with the Commission (File No. 1-4171) under the Exchange
Act, including any subsequent amendment or any report filed for the purpose of
updating such description.

         All documents filed by the Registrant 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.



                                       2
<PAGE>

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 document which is or is
deemed to be 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 8. EXHIBITS

EXHIBIT NUMBER            DESCRIPTION OF EXHIBIT

4.1                       Amended and Restated Certificate of Incorporation of
                          Kellogg Company, incorporated by reference to Exhibit
                          4.1 to the Registrant's Registration Statement on Form
                          S-8, file number 333-56536.

4.2                       By-laws of Kellogg Company, as amended, incorporated
                          by reference to Exhibit 3.02 to the Registrant's
                          Annual Report on Form 10-K for the fiscal year ended
                          December 28, 2002, Commission file number 1-4171.

4.3                       The Kellogg Company - Bakery, Confectionery, Tobacco
                          Workers and Grain Millers Savings and Investment Plan,
                          as amended and restated.

5.1                       Opinion of the Registrant's Vice President and Chief
                          Counsel -- Securities and International as to the
                          legality of the additional securities being
                          registered.

23.1                      Consent of the Registrant's Vice President and Chief
                          Counsel -- Securities and International (included in
                          opinion filed as Exhibit 5.1).

23.2                      Consent of PricewaterhouseCoopers LLP.

24.1                      Powers of Attorney.



                                       3
<PAGE>

                                   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 Battle Creek, State of Michigan, on this 29th
day of September, 2003.

                                         KELLOGG COMPANY

                                         By:       /s/ Carlos M. Gutierrez
                                              ----------------------------------
                                              Carlos M. Gutierrez
                                              Chairman of the Board
                                              and Chief Executive Officer



         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Kellogg Company American Federation of Grain Millers Administrative
Committee, appointed by the Board to administer The Kellogg Company - Bakery,
Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan,
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized in the City of Battle Creek, State of
Michigan, on this 29th day of September, 2003.

                                         The Kellogg Company - Bakery,
                                         Confectionery, Tobacco Workers and
                                         Grain Millers Savings and Investment
                                         Plan

                                         By:      /s/ Frank Hardgrove
                                              ----------------------------------
                                              Frank Hardgrove
                                              Chairman of the Kellogg Company
                                              American Federation of Grain
                                              Millers Administrative Committee


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 29th day of September, 2003.

<TABLE>
<CAPTION>
                 SIGNATURE                                                                 TITLE
<S>                                                                    <C>

   /s/ Carlos M. Gutierrez                                               Chairman of the Board and Chief Executive
---------------------------------------------                              Officer (Principal Executive Officer)
Carlos M. Gutierrez

   /s/ John A. Bryant                                                   Executive Vice President and Chief Financial
--------------------------------------------                               Officer (Principal Financial Officer)
John A. Bryant

  /s/ Jeffrey M. Boromisa                                                   Senior Vice President and Corporate
--------------------------------------------                             Controller (Principal Accounting Officer)
Jeffrey M. Boromisa

                      *                                                                   Director
--------------------------------------------
Benjamin S. Carson, Sr.
</TABLE>

<PAGE>

<TABLE>
<S>                                                                        <C>
                      *                                                                   Director
--------------------------------------------
John T. Dillon

                      *                                                                   Director
--------------------------------------------
Claudio X. Gonzalez

                      *                                                                   Director
--------------------------------------------
Gordon Gund

                      *                                                                   Director
--------------------------------------------
James M. Jenness

                      *                                                                   Director
--------------------------------------------
Dorothy A. Johnson

                      *                                                                   Director
--------------------------------------------
L. Daniel Jorndt

                      *                                                                   Director
--------------------------------------------
Ann McLaughlin Korologos

                      *                                                                   Director
--------------------------------------------
William D. Perez

                      *                                                                   Director
--------------------------------------------
William C. Richardson

                      *                                                                   Director
--------------------------------------------
John L. Zabriskie

*By:              /s/ James Markey                                                   September 29, 2003
     ------------------------------------------------
                 James Markey
                 As Attorney-in-fact
</TABLE>

<PAGE>


             INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

EXHIBIT NUMBER            DESCRIPTION OF DOCUMENT

4.1                       Amended and Restated Certificate of Incorporation of
                          Kellogg Company, incorporated by reference to Exhibit
                          4.1 to the Registrant's Registration Statement on Form
                          S-8, file number 333-56536.

4.2                       By-laws of Kellogg Company, as amended, incorporated
                          by reference to Exhibit 3.02 to the Registrant's
                          Annual Report on Form 10-K for the fiscal year ended
                          December 28, 2002, Commission file number 1-4171.

4.3                       The Kellogg Company - Bakery, Confectionery, Tobacco
                          Workers and Grain Millers Savings and Investment Plan,
                          as amended and restated.

5.1                       Opinion of the Registrant's Vice President and Chief
                          Counsel -- Securities and International as to the
                          legality of the additional securities being
                          registered.

23.1                      Consent of the Registrant's Vice President and Chief
                          Counsel -- Securities and International (included in
                          opinion filed as Exhibit 5.1).

23.2                      Consent of PricewaterhouseCoopers LLP.

24.1                      Powers of Attorney.
[{"type": "S-8", "sequence": "1", "filename": "k79774csv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15851}]
{"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": "333-109234", "film-number": "03915196"}, "business-address": {"street1": "ONE KELLOGG SQ", "street2": "P O BOX 3599", "city": "BATTLE CREEK", "state": "MI", "zip": "49016-3599", "phone": "6169612000"}, "mail-address": {"street1": "ONE KELLOGG SQUARE", "street2": "P O BOX 3599", "city": "BATTLE CREEK", "state": "MI", "zip": "49016-3599"}}
AS FILED WITH THE SECURITIES AND EXCHANGE
                        COMMISSION ON SEPTEMBER 29, 2003

                UNITED STATES 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 or Other Jurisdiction of Incorporation         (I.R.S. Employer Identification No.)
               or Organization)

              ONE KELLOGG SQUARE
            BATTLE CREEK, MICHIGAN                                 49016-3599
   (Address of Principal Executive Offices)                        (Zip Code)
THE KELLOGG COMPANY - BAKERY, CONFECTIONERY, TOBACCO WORKERS AND GRAIN MILLERS
                          SAVINGS AND INVESTMENT PLAN
                            (Full Title of the Plan)

 JAMES MARKEY, VICE PRESIDENT AND CHIEF COUNSEL -- SECURITIES AND INTERNATIONAL
                                 KELLOGG COMPANY
                               ONE KELLOGG SQUARE
                        BATTLE CREEK, MICHIGAN 49016-3599
                     (Name and Address of Agent for Service)

                                 (269) 961-2000
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO                   AMOUNT TO BE      PROPOSED MAXIMUM          PROPOSED MAXIMUM             AMOUNT
BE REGISTERED)                          REGISTERED(1)     OFFERING PRICE PER        AGGREGATE OFFERING       OF REGISTRATION
                                                               SHARE(2)                  PRICE(2)                 FEE(2)
Common Stock                              24,000,000           $33.175                $796,200,000              $64,412.58
par value $.25 per
share
1.       In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to The Kellogg Company -
         Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and
         Investment Plan.

2.       Computed in accordance with Rule 457(h) under the Securities Act of
         1933 solely for the purpose of calculating the registration fee.
         Computation based upon the average of the high and low prices of the
         common stock of the Registrant as reported on the New York Stock
         Exchange as of September 24, 2003.
REGISTRATION OF ADDITIONAL SECURITIES

         This Form S-8 Registration Statement is filed pursuant to General
Instruction E for the purpose of registering 18,000,000 additional shares of
common stock, par value $0.25 per share ("Common Stock"), of Kellogg Company
(the "Registrant"), issuable pursuant to The Kellogg Company - Bakery,
Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan.
The contents of the Registrant's previously filed Form S-8 Registration
Statement (File No. 333-27294), as filed with the Securities and Exchange
Commission (the "Commission") on March 3, 1989, are incorporated herein by
reference to the extent not otherwise amended or superseded by the contents
hereof.

                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         We shall send or give to each participant in The Kellogg Company -
Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment
Plan the document(s) containing the information specified in Part I of Form S-8
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the rules and regulations of the
Commission, such documents are not being filed with or included in this
Registration Statement. These documents and the documents incorporated by
reference into this Registration Statement pursuant to 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 that have been filed with the Commission by the
Registrant are incorporated herein by reference:

         (a) The Registrant's registration statement on Form S-8 filed March 3,
1989 (file no. 33-27294);

         (b) The Registrant's annual report with respect to The Kellogg Company
- Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and
Investment Plan on Form 11-K for the year ended December 31, 2002, filed June
26, 2003;

         (c) The Registrant's annual report on Form 10-K for the fiscal year
ended December 28, 2002 (File No. 1-4171), containing audited financial
statements for the Registrant's latest fiscal year;

         (d) The Registrant's quarterly reports on Form 10-Q for the quarters
ended March 29, 2003 and June 28, 2003 (File No. 1-4171);

         (e) The Registrant's current report on Form 8-K dated June 5, 2003;

         (f) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (File No.
1-4171) since the end of the fiscal year covered by the Annual Report on Form
10-K referenced above; and

         (g) The description of the Registrant's common stock, par value $.25
per share, which is contained in Item 14 of the Registrant's Application for
Registration of Securities on a National Securities Exchange on Form 10 dated
March 20, 1959 filed with the Commission (File No. 1-4171) under the Exchange
Act, including any subsequent amendment or any report filed for the purpose of
updating such description.

         All documents filed by the Registrant 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.

                                       2
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 document which is or is
deemed to be 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 8. EXHIBITS

EXHIBIT NUMBER            DESCRIPTION OF EXHIBIT

4.1                       Amended and Restated Certificate of Incorporation of
                          Kellogg Company, incorporated by reference to Exhibit
                          4.1 to the Registrant's Registration Statement on Form
                          S-8, file number 333-56536.

4.2                       By-laws of Kellogg Company, as amended, incorporated
                          by reference to Exhibit 3.02 to the Registrant's
                          Annual Report on Form 10-K for the fiscal year ended
                          December 28, 2002, Commission file number 1-4171.

4.3                       The Kellogg Company - Bakery, Confectionery, Tobacco
                          Workers and Grain Millers Savings and Investment Plan,
                          as amended and restated.

5.1                       Opinion of the Registrant's Vice President and Chief
                          Counsel -- Securities and International as to the
                          legality of the additional securities being
                          registered.

23.1                      Consent of the Registrant's Vice President and Chief
                          Counsel -- Securities and International (included in
                          opinion filed as Exhibit 5.1).

23.2                      Consent of PricewaterhouseCoopers LLP.

24.1                      Powers of Attorney.

                                       3
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 Battle Creek, State of Michigan, on this 29th
day of September, 2003.

                                         KELLOGG COMPANY

                                         By:       /s/ Carlos M. Gutierrez
                                              ----------------------------------
                                              Carlos M. Gutierrez
                                              Chairman of the Board
                                              and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Kellogg Company American Federation of Grain Millers Administrative
Committee, appointed by the Board to administer The Kellogg Company - Bakery,
Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan,
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized in the City of Battle Creek, State of
Michigan, on this 29th day of September, 2003.

                                         The Kellogg Company - Bakery,
                                         Confectionery, Tobacco Workers and
                                         Grain Millers Savings and Investment
                                         Plan

                                         By:      /s/ Frank Hardgrove
                                              ----------------------------------
                                              Frank Hardgrove
                                              Chairman of the Kellogg Company
                                              American Federation of Grain
                                              Millers Administrative Committee

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 29th day of September, 2003.
SIGNATURE                                                                 TITLE
/s/ Carlos M. Gutierrez                                               Chairman of the Board and Chief Executive
---------------------------------------------                              Officer (Principal Executive Officer)
Carlos M. Gutierrez

   /s/ John A. Bryant                                                   Executive Vice President and Chief Financial
--------------------------------------------                               Officer (Principal Financial Officer)
John A. Bryant

  /s/ Jeffrey M. Boromisa                                                   Senior Vice President and Corporate
--------------------------------------------                             Controller (Principal Accounting Officer)
Jeffrey M. Boromisa

                      *                                                                   Director
--------------------------------------------
Benjamin S. Carson, Sr.
*                                                                   Director
--------------------------------------------
John T. Dillon

                      *                                                                   Director
--------------------------------------------
Claudio X. Gonzalez

                      *                                                                   Director
--------------------------------------------
Gordon Gund

                      *                                                                   Director
--------------------------------------------
James M. Jenness

                      *                                                                   Director
--------------------------------------------
Dorothy A. Johnson

                      *                                                                   Director
--------------------------------------------
L. Daniel Jorndt

                      *                                                                   Director
--------------------------------------------
Ann McLaughlin Korologos

                      *                                                                   Director
--------------------------------------------
William D. Perez

                      *                                                                   Director
--------------------------------------------
William C. Richardson

                      *                                                                   Director
--------------------------------------------
John L. Zabriskie

*By:              /s/ James Markey                                                   September 29, 2003
     ------------------------------------------------
                 James Markey
                 As Attorney-in-fact
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

EXHIBIT NUMBER            DESCRIPTION OF DOCUMENT

4.1                       Amended and Restated Certificate of Incorporation of
                          Kellogg Company, incorporated by reference to Exhibit
                          4.1 to the Registrant's Registration Statement on Form
                          S-8, file number 333-56536.

4.2                       By-laws of Kellogg Company, as amended, incorporated
                          by reference to Exhibit 3.02 to the Registrant's
                          Annual Report on Form 10-K for the fiscal year ended
                          December 28, 2002, Commission file number 1-4171.

4.3                       The Kellogg Company - Bakery, Confectionery, Tobacco
                          Workers and Grain Millers Savings and Investment Plan,
                          as amended and restated.

5.1                       Opinion of the Registrant's Vice President and Chief
                          Counsel -- Securities and International as to the
                          legality of the additional securities being
                          registered.

23.1                      Consent of the Registrant's Vice President and Chief
                          Counsel -- Securities and International (included in
                          opinion filed as Exhibit 5.1).

23.2                      Consent of PricewaterhouseCoopers LLP.

24.1                      Powers of Attorney.