SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
FRIEDMANN LANCE A

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/11/2003
3. Issuer Name and Ticker or Trading Symbol
KRAFT FOODS INC [ KFT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Group Vice President
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 11,510 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Rights to Buy) 01/31/2003 06/12/2011 Class A Common Stock 22,590 31 D
Options (Rights to Buy) 08/08/1988(1) 06/12/2011 Class A Common Stock 16,130 31 D
Explanation of Responses:
1. The options vest on June 12, 2006, unless Kraft Foods Inc. satisfies certain performance criteria, in which case the options will vest on a schedule during the three years following the date of grant.
/s/ Krista A. Endres, by power of attorney 07/17/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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KRAFT FOODS INC.


Authorization and Designation to Sign and File
Section 16 Reporting Forms


The undersigned, an executive officer of
Kraft Foods Inc., a Virginia corporation
(the "Company"), does hereby authorize and
designate Calvin J. Collier, Terry M. Faulk,
Richard R. Floersch, Theodore L. Banks or
Krista A. Endres to sign and file on his behalf
any and all Forms 3, 4 and 5 relating to equity
securities of the Company with the Securities and
Exchange Commission pursuant to the requirements
of Section 16 of the Securities Exchange Act
of 1934 ("Section 16").  This authorization,
unless earlier revoked in writing, shall be valid
until the undersigned's reporting obligations
under Section 16 with respect to equity securities
of the Company shall cease.  All prior such
authorizations are hereby revoked.

IN WITNESS WHEREOF, the undersigned has executed
this Authorization and Designation this 15th day
of July, 2003.


/s/ Lance A. Friedmann