SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2005

KRAFT FOODS INC.

(Exact name of registrant as specified in its charter)

Registrant’s Telephone number, including area code: (847) 646-2000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 25, 2005, the Board of Directors of Kraft Foods Inc. (“Kraft”) elected Richard A. Lerner, M.D., to serve on its Board of Directors, effective immediately. There is no arrangement or understanding pursuant to which Dr. Lerner was selected as a director, and there are no related party transactions between Kraft and Dr. Lerner. Dr. Lerner was elected to the Audit Committee and the Nominating and Governance Committee of the Board.  A copy of the press release announcing Dr. Lerner’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

DR. RICHARD A. LERNER ELECTED TO BOARD OF DIRECTORS
OF KRAFT FOODS

NORTHFIELD, IL, January 25, 2005 — Kraft Foods Inc. (NYSE: KFT), a global leader in branded food and beverages, today announced the election of Richard A. Lerner, M.D., age 66, to its Board of Directors.  With the addition of Dr. Lerner, the company’s Board increases from ten to 11 directors, six of whom are not employees of either Kraft or Altria Group, Inc.

Dr. Lerner is President of The Scripps Research Institute, a private, non-profit biomedical research organization.  Previously, he served as Chairman of the Department of Molecular Biology before becoming president of Scripps, and has held staff appointments at the Wistar Institute in Philadelphia and at the Research Institute of Scripps Clinic in La Jolla.  Dr. Lerner is a member of numerous scientific associations, including the National Academy of Science and the Royal Swedish Academy of Sciences.  He is also on the Board of Directors for Xencor, a privately held biotechnology company and serves on the Scientific Advisory Boards of Dyadic, and of Senomyx, two biotechnology companies.

“I am delighted to welcome Richard Lerner to our Board of Directors,” said Kraft Chairman Louis C. Camilleri. “I believe that Kraft will benefit from both his extensive scientific expertise and his demonstrated business acumen.”

Dr. Lerner graduated from Northwestern University and Stanford Medical School. He has received numerous awards and honors from a number of prestigious institutions, including the Paul Ehrlich and Ludwig Darmstaedter Prize (2003) for his achievements in connection with the development of catalytic antibodies.

Kraft Foods markets many of the world’s leading food brands, including Kraft cheese, Maxwell House and Jacobs coffees, Nabisco cookies and crackers, Philadelphia cream cheese, Oscar Mayer meats, Post cereals and Milka chocolates, in more than 150 countries.

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For more information on Kraft Foods, please visit our website at www.kraft.com