FORM 11-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               TRANSITION REPORT

                   PURSUANT TO SECTION 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
          FOR THE TWO MONTH TRANSITION PERIOD ENDED DECEMBER 31, 2001
                          COMMISSION FILE NUMBER 1-4171

                                KELLOGG COMPANY
                           SAVINGS AND INVESTMENT PLAN
                            (Full Title of the Plan)

                                 --------------

                                 KELLOGG COMPANY
                                (Name of Issuer)

                               ONE KELLOGG SQUARE
                        BATTLE CREEK, MICHIGAN 49016-3599
                          (Principal Executive Office)


KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN


INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION




                                                                                                 PAGE
                                                                                            
REPORT OF INDEPENDENT ACCOUNTANTS                                                                  1

FINANCIAL STATEMENTS FOR THE TWO MONTHS ENDED
  DECEMBER 31, 2001 AND THE YEAR ENDED OCTOBER 31, 2001

   Statement of net assets available for benefits                                                  2

   Statement of changes in net assets available for benefits                                       3

   Notes to financial statements                                                                  4-9

ADDITIONAL INFORMATION:

   Schedule of assets (held at end of year) - December 31, 2001                                   10

   Schedule of reportable transactions -- For the Two Months Ended
      December 31, 2001                                                                           11









                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Participants of the
Kellogg Company Savings
and Investment Plan


In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Kellogg Company Savings and Investment Plan (the "Plan") at December 31,
2001 and October 31, 2001, and the changes in net assets available for benefits
for the two months ended December 31, 2001 and year ended October 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
(held at end of year) and reportable transactions as of and for the two months
ended December 31, 2001 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.




Battle Creek, Michigan
June 12, 2002




KELLOGG COMPANY                                                                2
SAVINGS AND INVESTMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS



                                      FOR THE TWO MONTHS     FOR THE YEAR
                                             ENDED              ENDED
                                       DECEMBER 31, 2001   OCTOBER 31, 2001
                                                     
ASSETS:
Receivables:
  Employer contributions                 $      5,232        $      5,608
  Employee contributions                       16,789              22,449
  Interest                                        617                 934
                                         ------------        ------------
    Total receivables                          22,638              28,991
                                         ------------        ------------
Investments:
  Plan's interest in Master Trust         435,700,450         425,504,045
  Loans to participants                     3,979,077           4,125,981
                                         ------------        ------------
    Total investments                     439,679,527         429,630,026
                                         ------------        ------------
Total assets                              439,702,165         429,659,017
                                         ------------        ------------
LIABILITIES:
Investment services fees                       31,947              24,292
                                         ------------        ------------
Total liabilities                              31,947              24,292
                                         ------------        ------------
Net assets available for benefits        $439,670,218        $429,634,725
                                         ============        ============



See accompanying notes to financial statements






KELLOGG COMPANY                                                                3
SAVINGS AND INVESTMENT PLAN


STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS



                                                            FOR THE TWO MONTHS      FOR THE YEAR
                                                                  ENDED                 ENDED
                                                            DECEMBER 31, 2001      OCTOBER 31, 2001
                                                                              
Contributions:
  Employer                                                    $     985,836         $   5,959,618
  Employee                                                        2,518,237            15,713,791
  Rollovers from other qualified plans                               83,244               749,021
                                                              -------------         -------------

    Total contributions                                           3,587,317            22,422,430
                                                              -------------         -------------
Earnings on Investments:
  Plan's interest in income (loss) of Master Trust               13,995,253           (18,700,675)
  Interest income                                                    57,679               378,683
  Trustee fees                                                      (15,820)              (92,909)
  Administrative fees                                               (84,494)             (495,313)
                                                              -------------         -------------
    Total earnings (loss) on investments, net                    13,952,618           (18,910,214)
                                                              -------------         -------------

Participant withdrawals                                          (7,504,442)          (50,539,117)
Net transfers between Plans                                                                93,260
                                                              -------------         -------------

Net increase (decrease)                                          10,035,493           (46,933,641)

Net assets available for benefits at beginning of year          429,634,725           476,568,366
                                                              -------------         -------------

Net assets available for benefits at end of year              $ 439,670,218         $ 429,634,725
                                                              =============         =============



See accompanying notes to financial statements





KELLOGG COMPANY                                                                4
SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     CHANGE IN PLAN YEAR

     On November 1, 2001, the Kellogg Company Savings and Investment Plan ("the
     Plan") was amended. As a result of the amendment, the Plan's year now ends
     on December 31. Previously, the Plan year began on November 1 and ended on
     October 31. As such, the Plan will report on a short Plan year for the two
     months ended December 31, 2001.

     BASIS OF ACCOUNTING

     The Plan operates as a qualified defined contribution plan and was
     established under Section 401(k) of the Internal Revenue Code. The accounts
     of the Plan are maintained on the accrual basis. Expenses of administration
     are paid by the Plan.

     INVESTMENTS

     All investments are reported at current quoted market values except for
     guaranteed insurance contracts, which are reported at contract value and
     represent contributions made plus interest at the contract rate. These
     contracts are maintained in the Stable Value Fund of the Kellogg Company
     Master Trust.

     The Plan presents in the statement of changes in net assets available for
     benefits the net appreciation (depreciation) in the fair value of its
     investments which consists of the realized gains or losses and the
     unrealized appreciation (depreciation) on those investments.

     ALLOCATION OF NET INVESTMENT INCOME TO PARTICIPANTS

     Net investment income is allocated to participant accounts daily, in
     proportion to their respective ownership on that day.

     USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires the Plan's management to make
     estimates and assumptions that affect the reported amounts of net assets
     available for benefits at the date of the financial statements and changes
     in net assets available for benefits during the reporting period. Actual
     results could differ from those estimates.

2.   PROVISIONS OF THE PLAN

     PLAN ADMINISTRATION

     The Plan is administered by the ERISA Finance Committee appointed by
     Kellogg Company.

     PLAN PARTICIPATION

     Generally, all salaried employees of Kellogg Company and its U.S.
     subsidiaries and employees of the Company's Worthington Foods subsidiary
     covered by a collective bargaining agreement are eligible to participate in
     the Plan.





KELLOGG COMPANY                                                                5
SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS


2.   PROVISIONS OF THE PLAN (CONTINUED)

     Subject to limitations prescribed by the Internal Revenue Service,
     participants may elect to contribute from 1 percent to 21 percent of their
     annual wages. Total deferrals in any taxable year may not exceed $10,500.
     Employee contributions not exceeding 5 percent of wages are matched by
     Kellogg Company at an 80 percent rate, with 12.5 percent of the Company
     match restricted for investment in the Kellogg Company stock fund.
     Employees may contribute to the Plan from their date of hire; however, the
     monthly contributions are not matched by the Company until the participant
     has completed one year of service.

     Participants of the Plan may elect to invest the contributions to their
     accounts as well as their account balances in various equity, bond, fixed
     income or Kellogg Company stock funds or a combination thereof in multiples
     of one percent. Following is a summary of the Plan's investment options:

        The BOND INDEX FUND invests only in top-rated securities, as well as
        certain mortgage-backed securities to compensate for yield. This fund
        seeks to meet or exceed the total return of the Lehman Brothers
        Government/Corporate Bond Index, a standard benchmark for this type of
        fund.

        The STABLE VALUE FUND invests primarily in investment contracts issued
        by a diversified group of insurance companies and other financial
        institutions. This fund seeks to provide a generally steady level of
        current income, plus stability of principal.

        The U.S. EQUITY INDEX FUND buys and holds securities in the same
        capitalization weight ratio as they appear in the S&P 500 Index.
        Securities are traded only when there is contribution or redemption
        activity, a change in the composition of the S&P 500 Index or the
        receipt of dividend income.

        The KELLOGG COMPANY STOCK FUND provides returns in the form of dividend
        income and stock price changes. Return is based solely on the Company's
        stock performance.

        The LARGE COMPANY EQUITY FUND is a value-oriented growth and income
        fund. The fund seeks investment opportunities in U.S. common stocks that
        are not overly recommended and are considered to be good values.

        The SMALL COMPANY EQUITY FUND invests primarily in common stocks of
        small, rapidly growing U.S. companies. The fund seeks to provide
        long-term growth of capital and income by investing in U.S.-based equity
        securities.

        The INTERNATIONAL EQUITY FUND invests in common and preferred stocks,
        convertibles, American Depositary Receipts, Global Depositary Receipts,
        bonds (generally rated "A" or better), government securities,
        nonconvertible preferred stocks, and cash. At least 65% of assets will
        be invested in issuers in Europe or the Pacific Basin.

        The CONSERVATIVE PRE-MIXED FUND is a combination of the Fixed Income
        Fund (10%), the Bond Index Fund (50%), the U.S. Equity Index Fund (20%),
        the International Equity Fund (10%) and the Small Company Equity Fund
        (10%).





KELLOGG COMPANY                                                                6
SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS


2.   PROVISIONS OF THE PLAN (CONTINUED)

        The AGGRESSIVE PRE-MIXED FUND is a combination of the U.S. Equity Index
        Fund (25%), the Large Company Equity Fund (25%), the International
        Equity Fund (20%) and the Small Company Equity Fund (30%).

     VESTING

     Participant account balances are fully vested.

     PARTICIPANT LOANS

     Participants may borrow from their fund accounts a minimum of $1,000 up to
     a maximum equal to the lesser of $50,000 or 50% of their account balance.
     Participants may have only one loan outstanding at any time. Loan
     transactions are treated as transfers between the Loan fund and the other
     funds. Loan terms range from 12 to 60 months. Interest is paid at a
     constant rate equal to one percent over the prime rate in the month the
     loan begins. Principal and interest are paid ratably through monthly
     payroll deductions. Loans that are considered to be uncollectible at year
     end result in the outstanding principal being considered a hardship
     withdrawal from the participant's plan account.

     PARTICIPANT DISTRIBUTIONS

     Participants may elect to withdraw all or a portion of their contributions
     made after October 31, 1978, plus related net investment income. The
     withdrawal of any participant contributions which were not previously
     subject to income tax is restricted by Internal Revenue Service
     regulations. Under certain circumstances and subject to approval by the
     Trustees, participants may request withdrawal of a portion of Company
     contributions and their own contributions made prior to November 1, 1978,
     including net investment income thereon.

     Participants who terminate employment before retirement, by reasons other
     than death or disability, may remain in the Plan or receive payment of
     their account balances in a lump sum. If the account balance is less than
     $5,000, the terminated participant will receive the account balance in a
     lump sum.

     Participants are eligible to retire from the Company at age 62, upon
     reaching 55 with 20 years of service, or after 30 years of service. Upon
     retirement, disability, or death, a participant's account balance may be
     received in a lump sum or installment payments.

     TERMINATION

     While the Company has expressed no intentions to do so, the Plan may be
     terminated at any time. In the event of termination of the Plan, the
     account of each participant will be fully vested.





KELLOGG COMPANY                                                                7
SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS


3.   INCOME TAX STATUS

     The Plan administrator has received a favorable letter from the Internal
     Revenue Service dated November 25, 1996 regarding the Plan's qualification
     under applicable income tax regulations as an entity exempt from federal
     income taxes. The Plan has been amended since receiving the determination
     letter. However, the Plan administrator believes the Plan is designed and
     is currently being operated in compliance with the applicable requirements
     of the Internal Revenue Code.

4.   KELLOGG COMPANY MASTER TRUST

     Through May 31, 2001, assets of the Plan have been combined for investment
     purposes with assets of the Kellogg Company Bakery, Confectionery, Tobacco
     Workers and Grain Millers Savings and Investment Plan and Kellogg Company
     sponsored pension plans in the Kellogg Company Master Trust. On June 1,
     2001, the assets of the Kellogg Company sponsored pension plans were
     transferred from the Kellogg Company Master Trust to the Kellogg Company
     Master Retirement Trust.

     The Plan has an undivided interest in the net assets held in the Kellogg
     Company Master Trust in which interests are determined on the basis of
     cumulative funds specifically contributed on behalf of the Plan adjusted
     for an allocation of income. Such income allocation is based on the Plan's
     funds available for investment during the year.

     Kellogg Company Master Trust net assets at December 31, 2001 and October
     31, 2001 and the changes in net assets for the two months and year then
     ended are as follows:


KELLOGG COMPANY                                                               8
SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

4. KELLOGG COMPANY MASTER TRUST (CONTINUED)

                          KELLOGG COMPANY MASTER TRUST
    SCHEDULE OF ASSETS AND LIABILITIES FOR MASTER TRUST INVESTMENT ACCOUNTS



                                                PENSION PLANS         SAVINGS & INVESTMENT PLANS                  TOTAL

                                           12/31/2001 10/31/2001      12/31/2001        10/31/2001     12/31/2001        10/31/2001
                                           ----------------------  --------------------------------   ------------------------------
                                                                                                      
CASH/EQUIVALENTS:
       Interest Bearing Cash                                          $ 20,270,332     $ 15,268,851    20,270,332       15,268,851
                                           ----------------------  --------------------------------  -------------------------------
             TOTAL CASH/EQUIVALENTS                                     20,270,332       15,268,851    20,270,332       15,268,851
                                           ----------------------  --------------------------------  -------------------------------
RECEIVABLES                                                              3,264,407        2,472,616     3,264,407        2,472,616
                                           ----------------------  --------------------------------  -------------------------------
GENERAL INVESTMENTS:
       Long Term U.S. Gov't Securities                                  13,158,671       20,021,549    13,158,671       20,021,549
       Short Term U.S. Gov't Securities                                  4,099,850        2,077,233     4,099,850        2,077,233
       Corporate Debt - Long Term                                       11,246,043       10,902,625    11,246,043       10,902,625
       Corporate Debt - Short Term                                       3,415,615        2,758,280     3,415,615        2,758,280
       Corporate Stocks - Common                                       349,904,057      334,188,529   349,904,057      334,188,529
       Guaranteed Investment Contracts                                 524,256,792      531,282,331   524,256,792      531,282,331
                                           ----------------------- --------------------------------  -------------------------------
             TOTAL INVESTMENTS                                         906,081,028      901,230,547   906,081,028      901,230,547
                                           ----------------------- --------------------------------  -------------------------------
             TOTAL ASSETS                                              929,615,767      918,972,014   929,615,767      918,972,014
                                           ----------------------- --------------------------------  -------------------------------
PAYABLES
       Unsettled Trades                                                   (409,909)      (6,755,042)     (409,909)      (6,755,042)
                                           ----------------------- --------------------------------  -------------------------------
             TOTAL LIABILITIES                                            (409,909)      (6,755,042)     (409,909)      (6,755,042)
                                           ----------------------- --------------------------------  -------------------------------
             NET ASSETS                         $0          $0        $929,205,858     $912,216,972  $929,205,858     $912,216,972
                                           ======================= ================================  ===============================

Percentage Interest held by the Plan                                          46.9%            46.6%         46.9%            46.6%





                                                                               9
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

4. KELLOGG COMPANY MASTER TRUST (CONTINUED)

                          KELLOGG COMPANY MASTER TRUST
             SCHEDULE OF INCOME AND EXPENSES, CHANGES IN NET ASSETS
 AND NET INCREASE (DECREASE) IN NET ASSETS OF MASTER TRUST INVESTMENT ACCOUNTS



                                               PENSION PLANS          SAVINGS & INVESTMENT PLANS                 TOTAL

                                       12/31/2001       10/31/2001     12/31/2001     10/31/2001      12/31/2001        10/31/2001
                                       ----------------------------- -----------------------------  -------------------------------
                                                                                                    
    Transfer of Assets Into
        Investment Account                    $0        $36,648,054   $150,385,669   $714,055,873    $150,385,669     $750,703,927
    Earnings on Investments
        Interest                                          8,833,924      5,560,100     32,788,527       5,560,100       41,622,451
        Dividends                                         2,952,001      2,021,123      4,335,875       2,021,123        7,287,876
        Pooled Fund Income                                  221,702                                                        221,702
        Miscellaneous                                       (97,541)                                                       (97,541)
        Net Realized Gain/(Loss)                         32,433,806      4,938,051     (7,923,772)      4,938,051       24,510,034
                                       ----------------------------- -----------------------------  -------------------------------
    TOTAL ADDITIONS                                      80,991,946    162,904,943    743,256,503     162,904,943      824,248,449
                                       ----------------------------- -----------------------------  -------------------------------
    Transfer of Assets Out of
        Investment Account                              (68,736,883)  (158,959,024)  (771,745,394)   (158,959,024)    (840,482,277)
    Fees and Commissions                                   (909,924)       (82,194)      (502,897)        (82,194)      (1,412,821)
    Transfers to Kellogg Company
        Master Retirement Trust                        (839,885,857)                                                  (839,885,857)
                                       ----------------------------- -----------------------------  -------------------------------
    TOTAL DISTRIBUTIONS                                (909,532,664)  (159,041,218)  (772,248,291)   (159,041,218)  (1,681,780,955)
                                       ----------------------------- -----------------------------  -------------------------------

    Change in Unrealized Appreciation                   (51,567,413)    13,125,161    (48,085,205)     13,125,161      (99,652,618)
                                       ----------------------------- -----------------------------  -------------------------------
    NET CHANGE IN ASSETS                               (880,108,131)    16,988,886    (77,076,993)     16,988,886     (957,185,124)
    Net Assets at Beginning of Year                     880,108,131    912,216,972    989,293,965     912,216,972    1,869,402,096
                                       ----------------------------- -----------------------------  -------------------------------
    Net Assets at End of Year                 $0                 $0   $929,205,858   $912,216,972    $929,205,858     $912,216,972
                                       ============================= =============================  ===============================





                                                                              10
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN

SCHEDULE OF ASSETS (HELD AT END OF YEAR) - DECEMBER 31, 2001




                                                                                                 MARKET
SECURITY DESCRIPTION                                                          COST               VALUE
                                                                                      

Loans to participants                                                    $        -         $ 3,979,077
                                                                         ===========        ============






                                                                              11

KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN

SCHEDULE OF REPORTABLE TRANSACTIONS - FOR THE TWO MONTHS ENDED DECEMBER 31, 2001




                                CURRENT VALUE AT TRANSACTION DATE
                                ---------------------------------                COST OF           NET
                                      NET                    NET               SECURITIES       REALIZED
IDENTITY OF ISSUE               PURCHASE PRICE          SALES PRICE               SOLD            GAIN
                                                                                    

None








                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.

         Date:  June 27, 2002           Kellogg Company Savings and
                                        Investment Plan



                                                /s/ John A. Bryant
                                        -------------------------------------
                                        John A. Bryant
                                        Senior Vice President and Chief
                                        Financial Officer, Kellogg Company







                         EXHIBIT          DESCRIPTION OF EXHIBIT
                         -------          ----------------------
                           23       Consent of Independent Accountants