From: Markey, Jim [jim.markey@kellogg.com]
Sent: Monday, November 25, 2002 5:58 PM
To: 'rule-comments@sec.gov'
Cc: Kelly, Janet; Pilnick, Gary
Subject: Comments on Proposed Rule File No. S7-40-02

November 25, 2002

Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
Washington, D.C, 20549-0609 
rule-comments@sec.gov

Re: Comments on Proposed Rule for Disclosure Required by Sections 404, 406
and 407 of the Sarbanes-Oxley Act of 2002--File No. S7-40-02 

Dear Mr. Katz:

I am Vice President and Chief Counsel-Securities and International of
Kellogg Company, and appreciate the opportunity to provide the following
comments on this proposed rule.

Like others who have provided comments, I am also concerned that public
companies will have significant difficulties in finding financial experts
for their audit committees under the Securities and Exchange Commission's
proposed definition of "financial expert".  I recommend that the
Commission's proposed definition be modified in two ways:

	*	Allow Boards of Directors to determine that significant
experience of the designated "financial expert" in reviewing and analyzing
financial statements is an acceptable alternative to direct experience in
preparing or auditing financial statements. We believe that significant
experience reviewing and analyzing financial statements provides the same
type of understanding of accounting issues that direct experience does, and
may even be more relevant in providing experience in forming penetrating
questions and following up on answers; and

	*	Allow a person who has supervised people who have prepared
or audited financial statements of generally comparable issuers and applied
generally accepted accounting principles to estimates, accruals and reserves
to be considered as a "financial expert", rather than requiring that person
to have actually performed those functions.  Supervisory experience provides
the familiarity and experience necessary to allow the financial expert to
properly monitor the performance of the independent auditors and internal
accountants.  We do not believe that the Sarbanes-Oxley Act intended to
require members of audit committees to actually function as auditors and
accountants.

In addition, I am concerned that any person whose experience satisfies the
current narrow definition of "financial expert" will likely not meet the
other criteria that our Board normally uses to select nominees.  These
include diversity, age, skills and experience of nominees when considering
the composition of the Board as a whole.  It would be a shame if this narrow
definition effectively forced public companies to extend invitations to
otherwise unacceptable persons to joint their Boards, or forced public
companies to retain as directors persons whose performance is
unsatisfactory.

I thank you again for giving me the opportunity to comment on the proposed
rule.

Sincerely,

/s/ Jim Markey

Jim Markey
Vice President and Chief Counsel--Securities and International
Kellogg Company