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Section 1: 3

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  McGurk Monica Houle
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019
3. Issuer Name and Ticker or Trading Symbol
KELLOGG CO [K]
(Last)
(First)
(Middle)
ONE KELLOGG SQUARE, P O BOX 3599
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

BATTLE CREEK, MI 49016-3599
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 07/02/2021(1) 07/02/2021(1) Common 21,300 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McGurk Monica Houle
ONE KELLOGG SQUARE
P O BOX 3599
BATTLE CREEK, MI 49016-3599
      Senior Vice President  

Signatures

Gary H. Pilnick, Attorney-in-Fact 01/04/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The restricted stock units vest on July 2, 2021, the third anniversary of the grant date.
(2) Each restricted stock unit represents a contingent right to receive one share of Kellogg common stock.
 
Remarks:
EX-24 mcgurkpoa.txt

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Section 2: EX-24


						       Exhibit 24
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints each of Gary H. Pilnick and Todd W. Haigh, or either of them
signing singly, and with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:
       
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and 
any other documents necessary or appropriate to obtain codes and 
passwords enabling the undersigned to make electronic filings with the 
SEC of reports required by Section 16(a) of the Securities Exchange 
Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Kellogg Company 
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of 
the Securities Exchange Act of 1934 and the rules thereunder and/or any 
notice of proposed sale under Rule 144 of the Securities Act of 1933 and 
the rules thereunder;

(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and 
execute any such Form 3, 4, or 5 or Form 144, complete and execute 
any amendment or amendments thereto, and timely file such form with 
the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, 
it being understood that the documents executed by such attorney-in-
fact on behalf of the undersigned 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 such attorney-in-fact's discretion.
       
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or 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 undersigned 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 such attorney-in-fact's 
substitute or substitutes, shall lawfully do or cause to be done by virtue 
of this power of attorney and the rights and powers herein granted. The 
undersigned acknowledges that the foregoing attorneys-in-fact, in serving 
in such capacity at the request of the undersigned, are not assuming, 
nor is the Company assuming, any of the undersigned's responsibilities 
to comply with Section 16 of the Securities Exchange Act of 1934 or 
Rule 144 of the Securities Act of 1933.
       
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect 
to the undersigned's holdings of and transactions in securities issued by 
the Company, unless earlier revoked by the undersigned in a signed 
writing delivered to the foregoing attorneys-in-fact.
       
IN WITNESS WHEREOF, the undersigned has caused this Power 
of Attorney to be executed as of this 1st day of January, 2019.
       

/s/ Monica McGurk
-----------------------------
Signature


Monica McGurk
-----------------------------
Print Name

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