Edgar Filing: BREARTON DAVID A

Ownership Submission

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 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 ^*

BREARTON DAVID A

2. Issuer Name and Ticker or Trading Symbol
KRAFT FOODS INC [KFT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP OPER & BUS SVS

(Last)

(First)

(Middle)

KRAFT FOODS INC., THREE LAKES DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2010

(Street)

NORTHFIELD, IL 60093

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/02/2010		M		156 ⁽¹⁾	A	$ 26.42	37,326	D
Class A Common Stock	12/02/2010		M		1,766 ⁽¹⁾	A	$ 26.42	82,912	I	By grantor retained annuity trust ⁽²⁾
Class A Common Stock	12/02/2010		F		1,664 ⁽¹⁾	D	$ 30.52	81,248	I	By grantor retained annuity trust ⁽²⁾
Class A Common Stock	12/02/2010		F		102 ⁽¹⁾	D	$ 30.52	81,146	I	By grantor retained annuity trust ⁽²⁾
Class A Common Stock	12/02/2010		M		847 ⁽¹⁾	A	$ 25.71	38,173	D
Class A Common Stock	12/02/2010		M		8,036 ⁽¹⁾	A	$ 25.71	89,182	I	By grantor retained annuity trust ⁽²⁾
Class A Common Stock	12/02/2010		F		7,484 ⁽¹⁾	D	$ 30.52	81,698	I	By grantor retained annuity trust ⁽²⁾
Class A Common Stock	12/02/2010		F		552 ⁽¹⁾	D	$ 30.52	81,146	I	By grantor retained annuity trust ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 26.42

12/02/2010

1,922 ⁽¹⁾

04/02/2007

01/31/2011

Class A Common Stock

1,922

$ 0

Stock Option (right to buy)

$ 25.71

12/02/2010

8,883 ⁽¹⁾

04/02/2007

01/31/2011

Class A Common Stock

8,883

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BREARTON DAVID A KRAFT FOODS INC. THREE LAKES DRIVE NORTHFIELD, IL 60093			EVP OPER & BUS SVS

Signatures

/s/ Irma Villarreal, by Power of Attorney		12/06/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 4 is being filed to report the exercise of stock options that became 100% exercisable on April 2, 2007 and expire on January 31, 2011, and to report the surrender of securities in payment of the exercise price and taxes.
(2)	On September 22, 2010, Mr. Brearton contributed 81,146 shares of Kraft Foods Inc. Class A Common Stock to a grantor retained annuity trust.

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