<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>8
<FILENAME>k60488ex24-1.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                     /s/ Benjamin S. Carson, Sr.
                                           -----------------------------------
                                                  Benjamin S. Carson, Sr.



<PAGE>   2



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                      /s/ John T. Dillon
                                            ---------------------------
                                                  John T. Dillon



<PAGE>   3



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                     /s/ Claudio X. Gonzalez
                                           --------------------------------
                                                 Claudio X. Gonzalez



<PAGE>   4



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                        /s/ Gordon Gund
                                             ------------------------
                                                     Gordon Gund



<PAGE>   5



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                      /s/ James M. Jenness
                                            -----------------------------
                                                   James M. Jenness



<PAGE>   6



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                    /s/ Ann McLaughlin Korologos
                                          -----------------------------------
                                                Ann McLaughlin Korologos


<PAGE>   7



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 15, 2001.                     /s/ Richard Munro
                                           --------------------------
                                                  Richard Munro



<PAGE>   8



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 27, 2001.                     /s/ William D. Perez
                                           -----------------------------
                                                  William D. Perez




<PAGE>   9



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                     /s/ William C. Richardson
                                           ----------------------------------
                                                 William C. Richardson



<PAGE>   10



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 27, 2001.                     /s/ John L. Zabriskie
                                           ------------------------------
                                                 John L. Zabriskie


</TEXT>
</DOCUMENT>
