Sec Form 4 Filing - BRYANT JOHN A @ KELLOGG CO - 2013-02-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person BRYANT JOHN A 2. Issuer Name and Ticker or Trading Symbol KELLOGG CO [ K] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) ONE KELLOGG SQUARE, P O BOX 3599 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2013 (Street) BATTLE CREEK, MI49016-3599 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common 02/07/2013 M 125,500 A $ 38.925 191,774 D Common 02/07/2013 M 45,540 A $ 53.58 237,314 D Common 02/07/2013 M 39,528 A $ 49.92 276,842 D Common 02/07/2013 S 196,568 D $ 58.8862 80,274 D Common 02/11/2013 M 95,000 A $ 44.04 175,274 D Common 02/11/2013 S 82,230 D $ 59.0346 93,044 D Common 4,550.1917 I ( 1 ) By 401(k) Profit Sharing Plan Common 85,354.4702 I Held in Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 38.925 02/07/2013 M 125,500 02/20/2005 02/20/2014 Common 125,500 $ 0 0 D Stock Option $ 53.58 02/07/2013 M 45,540 05/16/2007 02/21/2013 Common 45,540 $ 0 0 D Stock Option $ 49.92 02/07/2013 M 39,528 11/16/2006 02/21/2013 Common 39,528 $ 0 0 D Deferred Executive Compensation Units ( 2 ) 02/08/2013 A 35.8 ( 2 ) ( 2 ) Common 35.8 $ 58.91 937.02 D Stock Option $ 44.04 02/11/2013 M 95,000 02/18/2006 02/18/2015 Common 95,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRYANT JOHN A ONE KELLOGG SQUARE P O BOX 3599 BATTLE CREEK, MI49016-3599 X President and CEO Signatures Gary H. Pilnick, Attorney-in-Fact 02/11/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Excludes dividends reinvested after January 1, 2012. ( 2 )According to the terms of the Executive Compensation Deferral Plan, each share of phantom stock units is the economic equivalent of one share of Kellogg common stock and may be paid only in cash as of the last day of the reporting person's employment.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

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