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SIDLEY AUSTIN BROWN &
WOOD LLP

  BEIJING

  BRUSSELS

  CHICAGO

  DALLAS

  GENEVA

  HONG KONG

  LONDON

  BANK ONE PLAZA

  10 S. DEARBORN STREET

  CHICAGO, ILLINOIS 60603

  TELEPHONE 312 853 7000

  FACSIMILE 312 853 7036

  www.sidley.com

  FOUNDED 1866

  LOS ANGELES

  NEW YORK

  SAN FRANCISCO

  SHANGHAI

  SINGAPORE

  TOKYO

  WASHINGTON, D.C.

  WRITER’S DIRECT NUMBER

  (312) 853-7833

  WRITER’S E-MAIL ADDRESS

  lreategui@sidley.com

April 21,
2005

VIA
EDGAR SUBMISSION

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention:                                         Ms.
Cecilia D. Blye

Re:                               Kraft
Foods Inc.

Form 10-K for the fiscal year ended December 31, 2004

No. 1-16483

Ladies
and Gentlemen:

On behalf of Kraft Foods Inc. (“Kraft”), we are
writing in response to the comment contained in the staff’s comment letter
dated March 30, 2005 (the “Comment Letter”) with respect to Kraft’s Form 10-K
for the fiscal year ended December 31, 2004 (the “10-K”).  For the convenience of the staff’s review, we
have set forth the comment contained in the Comment Letter along with the
responses of Kraft.

General:

We note that on page 11 of your
10-K you state: “Revenue generated from operations or sales to the third-party
distributors in the Middle Ease was approximately $250 million in 2004,
representing 3.3% of the net revenue of the Europe, Middle East and Africa
segment.  In addition, in 2004, the
Company entered into agreements with third parties for the resale of the
Company’s products into Iraq, Libya and Syria.”

In light of the fact that Syria
and Libya have been identified by the U.S. State Department as state sponsors
of terrorism; Syria is subject to economic sanctions administered by the U.S.
Treasury Department’s Office of Foreign Assets Control; and Libya was until
recently subject to economic sanctions, please describe for us the extent of
the resale activity with respect to your products in Syria and Libya, including
the dollar amount of resales; the materiality to the

SIDLEY AUSTIN BROWN &
WOOD LLP IS AN ILLINOIS LIMITED LIABILITY PARTNERSHIP

PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD
PARTNERSHIPS

Company of the resale of Company
products in Syria and Libya; and your view as to whether the fact that your
products are sold in Syria and Libya pursuant to your agreements with third parties
constitutes a material investment risk for your security holders.  Additionally, please describe for us the
extent and nature of the resale of Company products into Iraq prior to the time
that country was no longer subject to U.S. economic sanction or identified as a
state sponsor of terrorism.  We may have
further comment.

RESPONSE:  Kraft’s activities in Iraq, Libya and Syria
have been limited to making an immaterial amount of food products available for
resale through third parties.  Kraft
believes these activities are immaterial to Kraft whether measured based on
quantitative measures or on factors such as their impact on Kraft’s
reputation.  For 2004, the net revenue
from shipments delivered directly or for resale into Iraq, Syria and Libya was de
minimis when compared to either the worldwide net revenue of Kraft or the
Europe, Middle East & Africa segment of which these countries form a part,
and therefore does not constitute, on a quantitative basis, a material
investment risk for Kraft’s shareholders.
Kraft does not believe these activities negatively impact its
reputation, in part because Kraft’s sales have been made during periods when
such sales were appropriate for U.S. companies or their foreign affiliates and have
been conducted in a manner consistent with applicable U.S. sanctions
regulations.  U.S. sanctions against
Syria came into effect in May 2004.  Even
after the recent amendments to those sanctions, sales of food are expressly
permitted without a license.  Sales of
food to Libya and Iraq are also consistent with U.S. policy towards those
countries.  Given the de minimis nature
of the shipments and the fact that the shipments solely relate to food products
that satisfy basic needs of consumers in these countries, Kraft does not believe
these transactions will negatively impact its reputation or share value such as
to pose a material investment risk for Kraft’s shareholders.

Kraft sold food products
directly into Syria in early 2004, with net revenue from such sales totaling
$84,000.  Direct sales into Syria ceased
in March 2004.  Thereafter, Kraft entered
into an arrangement with a Cyprus-based distributor who resells Kraft food
products into Syria.  Kraft’s net
revenues for sales of food products to this distributor during the remainder of
2004 totaled $324,000.  All of Kraft’s
sales into Syria, whether direct or through the Cyprus-based distributor, are
made through Kraft’s World Travel Retail Division, which supplies duty-free
outlets.  Kraft neither ships to nor
invoices to Syrian companies.

In July 2004, Kraft began
sales of food products to a distributor in the United Kingdom for resale into
Libya.  U.S. prohibitions against
transactions with Libya were lifted in April 2004.  Net revenues under this arrangement in 2004
totaled $598,000.

Kraft entered into
arrangements in August 2003 and July 2004, respectively, with two distributors
to resell food products in Iraq.  Prior
to that time, Kraft did not have resale arrangements with any distributors
relating to the resale of its products into Iraq.  U.S. prohibitions against transactions with
Iraq were lifted in May 2003.

As disclosed in the 10-K,
Kraft’s products reach Iraq, Libya and Syria through agreements with third
parties for resale.  Kraft’s responses
are therefore limited to shipments of its products to the third parties under
these agreements.

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* * * * *

If you have any questions regarding the foregoing,
please contact the undersigned at (312) 853-7833 or Marc Firestone of Kraft at
(847) 646-4051.

  Very
  truly yours,

  /s/ Lisa J. Reátegui

  Lisa J. Reátegui

  cc:

  Krista Endres

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