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                                                                    EXHIBIT 4.16















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                              DECLARATION OF TRUST


                                       OF


                        KELLOGG COMPANY CAPITAL TRUST III





                          Dated as of October 22, 2001






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            DECLARATION OF TRUST OF KELLOGG COMPANY CAPITAL TRUST III

         This Declaration of Trust ("Declaration"), dated and effective as of
October 22, 2001, among Kellogg Company, a Delaware corporation, as the sponsor
of the trust (the "Sponsor") and by the undersigned Trustee (the "Trustee", and,
together with all persons from time to time duly appointed and serving as
trustees in accordance with the provisions of this Declaration, not in their
individual capacities but solely as trustees, the "Trustees"). The Sponsor and
the Trustees hereby agree as follows:

1.       The trust created hereby (the "Trust") shall be known as Kellogg
         Company Capital Trust III, in which name the Trustee, or the Sponsor to
         the extent provided herein, may conduct the business of the Trust, make
         and execute contracts, and sue and be sued.

2.       The address of the principal office of the Trust is c/o Kellogg
         Company, General Counsel, One Kellogg Square, P.O. Box 3599, Battle
         Creek, Michigan 49016-3599 USA. At any time, the Trustee may designate
         another principal office.

3.       The Sponsor hereby assigns, transfers, conveys and sets over to the
         Trustee the sum of $10. The Trustee hereby acknowledges receipt of such
         amount in trust from the Sponsor, which amount shall constitute the
         initial trust estate. The Trustee hereby declares that it will hold the
         trust estate in trust for the Sponsor. It is the intention of the
         parties hereto that the Trust created hereby constitute a business
         trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
         Section 3801 et seq. (the "Business Trust Act"), and that this document
         constitutes the governing instrument of the Trust. The Trustee is
         hereby authorized and directed to execute and file a certificate of
         trust for the Trust in accordance with the provisions of the Business
         Trust Act in such form as the Trustee may approve.

4.       The Sponsor and the Trustee will enter into an amended and restated
         Declaration of Trust satisfactory to each party to provide for the
         contemplated operation of the Trust created hereby and the issuance of
         the preferred securities and common securities referred to therein.
         Prior to the execution and delivery of such amended and restated
         Declaration of Trust, the Trustee shall not have any duty or obligation
         hereunder or with respect to the trust estate, except as otherwise
         required by applicable law or as may be necessary to obtain prior to
         such execution and delivery of any licenses, consents or approvals
         required by applicable law or otherwise.

5.       The Sponsor is hereby authorized, in its sole discretion (i) to file
         with the Securities and Exchange Commission (the "Commission") and
         execute, in each case on behalf of the Trust, (a) the Registration
         Statement on Form S-3 (the "1933 Act Registration Statement"),
         including any pre-effective or post-effective amendments to such 1933
         Act Registration Statement (including the prospectus and the exhibits
         contained therein), relating to the registration under the Securities
         Act of 1933, as amended, of the preferred securities of the Trust and
         certain other securities and (b) a Registration Statement on Form 8-A
         (the "1934 Act Registration Statement") (including any pre-effective
         and post-effective amendments thereto) relating to the registration of
         the preferred securities of the Trust under Section 12(b) of the
         Securities Exchange Act of 1934, as amended; (ii) to file



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         with the New York Stock Exchange (the "Exchange") and execute on behalf
         of the Trust a listing application and all other applications,
         statements, certificates, agreements and other instruments as shall be
         necessary or desirable to cause the preferred securities to be listed
         on the Exchange; (iii) to file and execute on behalf of the Trust such
         applications, reports, surety bonds, irrevocable consents, appointments
         of attorney for service of process and other papers and documents as
         shall be necessary or desirable to register the preferred securities
         under the securities or "Blue Sky" laws, and to obtain any permits
         under the insurance laws of such jurisdictions as the Sponsor, on
         behalf of the Trust, may deem necessary or desirable, (iv) to execute
         on behalf of the Trust one or more underwriting agreements and pricing
         agreement with one or more underwriters relating to the offering of the
         preferred securities, (v) to execute, deliver and perform a depository
         agreement with the initial clearing agency related to the preferred
         securities of the trust and (vi) to apply for and obtain a tax
         identification number for the Trust. In the event that any filing
         referred to in this paragraph 5 is required by the rules and
         regulations of the Commission, the Exchange or any other national stock
         exchange or state securities or blue sky laws, to be executed on behalf
         of the Trust by the Trustee, in its capacity as Trustee of the Trust,
         then the Trustee is hereby authorized and directed to join in any such
         filing and to execute on behalf of the Trust any and all of the
         foregoing, it being understood that The Bank of New York (Delaware), in
         its capacity as trustee of the Trust, shall not be required to join in
         any such filing or execute on behalf of the Trust any such documents
         unless required by the rules and regulations of the Commission, the
         Exchange or state securities or Blue Sky laws. In connection with all
         of the foregoing, the Sponsor and the Trustee, solely in its capacity
         as Trustee of the Trust, hereby constitutes and appoints Gary L.
         Pilnick and Joel R. Wittenberg and each of them, as his, her or its, as
         the case may be, true and lawful attorneys-in-fact and agents, with
         full power of substitution, for the Sponsor or in the Sponsor's name,
         place and stead, in any and all capacities, to sign any and all
         amendments (including post-effective amendments) to the 1933 Act
         Registration Statement and the 1934 Act Registration Statement and to
         file the same, with all exhibits thereto, and other documents in
         connection therewith, with the Commission, granting unto said
         attorneys-in-fact and agents full power and authority to do and perform
         each and every act and thing requisite and necessary to be done in
         connection therewith, as fully to all intents and purposes as the
         Sponsor might or could do in person, hereby ratifying and confirming
         all that said attorneys-in-fact and agents or any of them, or their
         respective substitute or substitutes, shall do or cause to be done by
         virtue hereof.

6.       This Declaration may contain more than one counterpart of the signature
         page and this Declaration may be executed by the affixing of the
         signature of the Trustee to one of such counterpart signature pages.
         All of such counterpart signature pages shall be read as though one,
         and they shall have the same force and effect as though all of the
         signers had signed a single signature page.

7.       The number of Trustees initially shall be one (1) and thereafter the
         number of Trustees shall be such number as shall be fixed from time to
         time by a written instrument signed by the Sponsor which may increase
         or decrease the number of Trustees; provided, however, that to the
         extent required by the Business Trust Act, one Trustee shall either be
         a natural person who is a resident of the State of Delaware or, if not
         a natural person, an


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         entity which has its principal place of business in the State of
         Delaware and otherwise meets the requirements of applicable Delaware
         law. Subject to the foregoing, the Sponsor is entitled to appoint or
         remove without cause any Trustee at any time. A Trustee may resign upon
         30 days' prior notice to the Sponsor.

8.       The Trust may be dissolved and terminated before the issuance of
         preferred securities of the Trust at the election of the Sponsor.

9.       This Declaration shall be governed by, and construed in accordance
         with, the laws of the State of Delaware (without regard to conflict of
         laws principles).

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         IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be executed as of the day and year first above written.

                              KELLOGG COMPANY, as Sponsor



                              By:    /s/ Gary H. Pilnick
                              Name:  Gary H. Pilnick
                              Title: Vice President and Deputy General Counsel


                              THE BANK OF NEW YORK (DELAWARE), as Trustee


                              By:    /s/ William T. Lewis
                              Name:  William T. Lewis
                              Title: Senior Vice President

























         SIGNATURE PAGE TO KELLOGG COMPANY CAPITAL TRUST III DECLARATION