<SEC-DOCUMENT>0001209191-17-065722.txt : 20171214
<SEC-HEADER>0001209191-17-065722.hdr.sgml : 20171214
<ACCEPTANCE-DATETIME>20171214174713
ACCESSION NUMBER:		0001209191-17-065722
CONFORMED SUBMISSION TYPE:	4/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20171213
FILED AS OF DATE:		20171214
DATE AS OF CHANGE:		20171214

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			KELLOGG W K FOUNDATION TRUST
		CENTRAL INDEX KEY:			0001197921
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		4/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04171
		FILM NUMBER:		171257094

	BUSINESS ADDRESS:	
		STREET 1:		ONE MICHIGAN AVE EAST
		CITY:			BATTLE CREEK
		STATE:			MI
		ZIP:			49017
		BUSINESS PHONE:		3124445615

	MAIL ADDRESS:	
		STREET 1:		50 S. LA SALLE ST.
		STREET 2:		B-10
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60603

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			KELLOGG W K FOUNDATION
		CENTRAL INDEX KEY:			0001197916
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		4/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04171
		FILM NUMBER:		171257093

	BUSINESS ADDRESS:	
		STREET 1:		ONE MICHIGAN AVE EAST
		CITY:			BATTLE CREEK
		STATE:			MI
		ZIP:			49017
		BUSINESS PHONE:		2699692256

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KELLOGG CO
		CENTRAL INDEX KEY:			0000055067
		STANDARD INDUSTRIAL CLASSIFICATION:	GRAIN MILL PRODUCTS [2040]
		IRS NUMBER:				380710690
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0102

	BUSINESS ADDRESS:	
		STREET 1:		ONE KELLOGG SQ
		STREET 2:		P O BOX 3599
		CITY:			BATTLE CREEK
		STATE:			MI
		ZIP:			49016-3599
		BUSINESS PHONE:		2699612000

	MAIL ADDRESS:	
		STREET 1:		ONE KELLOGG SQUARE
		STREET 2:		P O BOX 3599
		CITY:			BATTLE CREEK
		STATE:			MI
		ZIP:			49016-3599
</SEC-HEADER>
<DOCUMENT>
<TYPE>4/A
<SEQUENCE>1
<FILENAME>doc4a.xml
<DESCRIPTION>FORM 4/A SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0306</schemaVersion>

    <documentType>4/A</documentType>

    <periodOfReport>2017-12-13</periodOfReport>

    <dateOfOriginalSubmission>2017-12-13</dateOfOriginalSubmission>

    <notSubjectToSection16>0</notSubjectToSection16>

    <issuer>
        <issuerCik>0000055067</issuerCik>
        <issuerName>KELLOGG CO</issuerName>
        <issuerTradingSymbol>K</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001197921</rptOwnerCik>
            <rptOwnerName>KELLOGG W K FOUNDATION TRUST</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O THE NORTHERN TRUST COMPANY</rptOwnerStreet1>
            <rptOwnerStreet2>50 S. LASALLE</rptOwnerStreet2>
            <rptOwnerCity>CHICAGO</rptOwnerCity>
            <rptOwnerState>IL</rptOwnerState>
            <rptOwnerZipCode>60603</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001197916</rptOwnerCik>
            <rptOwnerName>KELLOGG W K FOUNDATION</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>ONE MICHIGAN AVENUE EAST</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>BATTLE CREEK</rptOwnerCity>
            <rptOwnerState>MI</rptOwnerState>
            <rptOwnerZipCode>49017</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <transactionDate>
                <value>2017-12-13</value>
            </transactionDate>
            <deemedExecutionDate>
                <value>2017-12-13</value>
            </deemedExecutionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>S</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionTimeliness>
                <value></value>
            </transactionTimeliness>
            <transactionAmounts>
                <transactionShares>
                    <value>50000</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>66.0668</value>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>D</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>67731838</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">67,731,838 shares were owned following the reported transaction by the W.K. Kellogg Foundation Trust (the &quot;Trust&quot;) of which LaJune Montgomery Tabron, John Bryant, Roderick D. Gillum and The Northern Trust Company are Trustees and the W.K. Kellogg Foundation (the &quot;Foundation&quot;) is the sole beneficiary.</footnote>
    </footnotes>

    <remarks>The sales reported on this Form 4 were made pursuant to trading instructions given by the W.K. Kellogg Foundation Trust on May 24,2017 that are intended to comply with Rule 10b5-1(c) under the Securities and Exchange Act of 1934.

This Form 4/A is being filed to amend the Form 4 filed on December 13, 2017 to correct the following typographical errors:

(1) Table 1, Item 4, Price to reflect 66.0668
(2) Table 1, Item 5, Amount of Securities Beneficially Owned Following Reported Transactions to reflect footnote.
(3) Table 1, Item 6, to remove footnote</remarks>

    <ownerSignature>
        <signatureName>Craig R. Carberry, Associate General Counsel,
The Northern Trust Company, as Corporate
Trustee of the W.K. Kellogg Foundation Trust
and signing for the W.K. Kellogg Foundation
pursuant to a Power of Attorney dated August
30, 2017</signatureName>
        <signatureDate>2017-12-14</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.4A_757022
<SEQUENCE>2
<FILENAME>poa.txt
<DESCRIPTION>POA DOCUMENT
<TEXT>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the W. K. KELLOGG FOUNDATION, a Michigan
nonprofit corporation ("Foundation"), hereby constitutes and appoints, effective
as of September 1, 2017, each of MICHAEL A. WEILAND, AMY E. SZOSTAK, CRAIG R.
CARBERRY, BOLA M. BEARD and JUDY A. CARON of The Northern Trust Company, and
PAUL A. SVOBODA and MICHAEL A. CLARK of Sidley Austin LLP, as its true and
lawful attorneys-in-fact to:
(1)	execute for and on behalf of the Foundation all Schedules and other
statements and amendments thereto required to be filed under Sections 13(d) and
13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules thereunder;
(2)	execute for and on behalf of the Foundation Forms 3, 4 and 5 required to be
filed under Section 16(a) of the Exchange Act and the rules thereunder;
(3)	do and perform any and all acts for and on behalf of the Foundation which
may be necessary or desirable to complete the execution of any such Schedule or
Form referred to above and the timely tiling of such Schedule or Form with the
United States Securities and Exchange Commission ("SEC") and any other
authority; and
(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such an attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the Foundation, it being
understood that the documents executed by such attorney-in-fact on behalf of the
Foundation pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his or
her discretion.
The powers granted above may be exercised by any one of such attorneys-in-fact
acting alone.
The Foundation grants to each such attorney-in-fact full power and authority to
do and perform each and every act and thing whatsoever requisite, necessary and
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the Foundation might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by virtue
hereof, including but not limited to any filing with the SEC of any Schedule or
Form referred to above and any agreement to file a single Schedule 13D or 13G in
accordance with Regulation 240.13d-l(k).  The Foundation acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
Foundation, are not assuming any of the Foundation's responsibilities to comply
with Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall be effective on the date set forth above and shall
continue in full force and effect as long as the Foundation shall be subject to
Sections 13 or 16 of the Exchange Act and the rules thereunder, unless earlier
revoked by delivery to The Northern Trust Company of a written notification
executed by the Foundation expressly revoking this Power of Attorney.  By
delivery of this instrument to The Bank of New York Mellon Trust Company, N.A.
("BNYMTC"), the Foundation revokes the Power of Attorney naming BNYMTC officers
executed on February 18, 2016.
IN WITNESS WHEREOF, the Foundation has caused this instrument to be executed by
Kathryn A. Krecke, its Corporate Secretary, on this 30th day of August, 2017.

W. K. KELLOGG FOUNDATION
By:	/s/ Kathryn A. Krecke
Kathryn A. Krecke, Corporate Secretary

ATTEST:

/s/ Michael Goldstein

STATE OF MICHIGAN	)
			)
COUNTY OF CALHOUN	)

I, Rochelle L. Pino, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Kathryn A. Krecke and Michael Goldstein,
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument appeared before me this day in person and acknowledged that
such persons signed, sealed and delivered said instrument as their free and
voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 30th day of August, 2017.

/s/ Rochelle L. Pino
Notary Public

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
