On November 16, 2009, Kellogg Company (the "Company") priced an offering of 4.150% Senior Notes due 2019 (the "Notes"). In connection with such offering, the Company entered into an Underwriting Agreement, dated November 16, 2009 with Banc of America Securities LLC and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters mentioned therein. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-3 (File No. 333-159303) filed on May 18, 2009.

On November 17, 2009, the Company filed with the Securities and Exchange Commission a Prospectus Supplement dated November 16, 2009 in connection with the public offering of the Notes.

The Notes were issued on November 19, 2009 under an indenture, dated as of May 21, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by an Officers' Certificate, dated November 19, 2009 (the "Officers' Certificate").

For a complete description of the terms and conditions of the Underwriting Agreement, the Notes and the Officers' Certificate, please refer to the Prospectus Supplement and such documents, each of which is filed with this Form 8-K and incorporated herein by reference.

The information set forth under Item 1.01 is incorporated herein by reference.

(d) Exhibits.

Exhibit 1.1     Underwriting Agreement, dated November 16, 2009, by and among
                Kellogg Company, Banc of America Securities LLC and SunTrust
                Robinson Humphrey, Inc.

Exhibit 4.2     Officers' Certificate of Kellogg Company (with form of 4.150%
                Senior Note due 2019).

Exhibit 12.1    Calculation of Ratio of Earnings to Fixed Charges.