Sent: Wednesday, December 17, 2003 10:56 AM Subject: Comments on File No. S7-19-03 December 17, 2003 Mr. Jonathan G. Katz Secretary U.S. Securities and Exchange Commission 450 Fifth Street NW Washington, DC 20549-0609 Re: File No. S7-19-03 Dear Mr. Katz: I am the Vice President and Chief Counsel--Securities and International of Kellogg Company ("Kellogg") and appreciate this opportunity to provide comments on proposed rules. Kellogg has been a supporter of high corporate governance and ethical standards for years. We support the goals of the Sarbanes-Oxley Act of 2002, and we appreciate the SEC's continuing efforts to implement the Act. We also support the New York Stock Exchange's final corporate governance listing standards, which will generally be effective next year. However, we believe that the changes that have already been adopted are resulting in improved accountability to stock owners and we recommend that the additional changes be fully implemented, and the effects of all the changes studied, before the SEC adopts any additional requirements. Kellogg also believes that the proposed rules are contrary to good corporate governance standards because they will overly complicate the director election process and result in difficulty in finding and retaining highly qualified directors to serve on U.S. public company boards. They may well also enhance special interest groups' access to boardrooms. If the inclusion of shareholder nominees is required, we agree that it only should be triggered by objective criteria that demonstrate that stock owners have not had adequate access to an effective proxy process. We are concerned, however, that the proposed rules do not achieve this goal. For instance, the access trigger based on a majority-vote stock owner proposal would apply to any company, even if it has responded to stock owner concerns. Additionally, the trigger based on more than 35 percent of the votes cast being withheld from a director, while more appropriate than the first trigger, would not allow the board and its nominating and governance committee time to try to respond to stock owner concerns before the company's proxy process is deemed ineffective. And the proposed third trigger--a company's failure to implement well before the next annual meeting a stock owner proposal which received the approval of a majority of the stock owners--does not demonstrate the ineffectiveness of the proxy process, as a board could well have valid reasons for not implementing this proposal. Thank you for allowing me to submit these comments about the proposed rules. If you would like to discuss these comments or another issue, please feel free to email me at jim.markey@kellogg.com or to call me at (269)961-341 Very truly yours, Jim Markey Vice President and Chief Counsel-Securities and International Kellogg Company