KELLANOVA — Director's Dealing 2003

Jan 14, 2003

4 1 rrd3593.htm FORM 4 SEC Form 4

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . . . 0.5

1. Name and Address of Reporting Person * W.K Kellogg Foundation Trust (Last) (First) (Middle) The Bank of New York One Wall Street - 12th Floor (Street) New York, NY 10286 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Kellogg K 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Day/Year 01/13/2003 5. If Amendment, Date of Original (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below) Description 7. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned — 1. Title of Security (Instr. 3)	2.Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4, and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	A/D	Price
Common Stock	01/13/2003	01/13/2003	S		75,500	D	$34.5246	125,888,740 NOTE (1)	D Note (1)	Note (1)
							$	721,920 Note (2)	I Note (2)	Note (2)

4. Transaction Code (Instr.8)		5. Number of Derivative Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)		6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)
Code	V	A	D DE ED Title Amount or Number of Shares	DE	ED	Title	Amount or Number of Shares

Explanation of Responses:

(1) Shares are owned by the W.K. Kellogg Foundation Trust ("Trust"), of which Jonathan T. Walton, Wiliam C. Richardson, Carlos M. Gutierrez and The Bank of New York are Trustees and the W.K.Kellogg Foundation ("Foundation") is the sole beneficiary. (2) Shares are owned by teh Carrie Staines Kellogg Trust #5977 of which the Foundation is currently a beneficiary.

By:	Date:
/s/ Sharon Reed	01/14/2003
Vice President for The Bank of New York as Corporate Trustee
** Signature of Reporting Person	SEC 1474 (9-02)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.