Edgar Filing: KRAFT FOODS INC

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 ^*

King Pamela E

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)
Senior VP & Controller

(Last)

(First)

(Middle)

KRAFT FOODS INC., THREE LAKES DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2008

(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	02/04/2008		A		3,820 ⁽¹⁾	A	$ 0	29,203 ⁽²⁾	D
Class A Common Stock	02/04/2008		F		1,401	D	$ 29.485	27,802	D
Units ⁽³⁾								5,762.86 ⁽⁴⁾	I	By 401(k) Plan

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)

$ 29.485

02/04/2008

15,280

⁽⁵⁾

02/02/2018

Class A Common Stock

15,280

$ 0

15,280

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
King Pamela E KRAFT FOODS INC. THREE LAKES DRIVE NORTHFIELD, IL 60093			Senior VP & Controller

Signatures

/s/ Carol J. Ward, by Power of Attorney		02/06/2008
^**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)	Shares of restricted stock awarded pursuant to Issuer's 2005 Performance Incentive Plan. Shares will vest February 11, 2011.
(2)	Total has been adjusted to include 500 shares of Class A Common Stock that were reported on reporting person's Form 5 (filed 12/31/2006) but were inadvertently omitted from all subsequent Form 4 filings. Total has also been adjusted to subtract 5,564 shares of reporting person's 401(k) plan that were incorrectly reported on Form 4 (filed 04/03/2007) as shares of directly owned Class A Common Stock; these shares are now accurately reflected in the total number of Units on this filing.
(3)	Units represent interests in Kraft stock fund, which are payable in cash. Report is made in units because the reporting person's interest in the Kraft stock fund fluctuates with fund performance.
(4)	Based on a plan statement dated as of January 2008. Includes 738.63 units reported on Form 4 (filed 03/16/2007) that were incorrectly reported as directly owned by reporting person.
(5)	Options will vest in three equal annual installments, beginning on February 4, 2009.

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