SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

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



       Date of Report (Date of earliest event reported): January 30, 2002




                                KRAFT FOODS INC.
             (Exact name of registrant as specified in its charter)




           Virginia                  001-16483                   52-2284372
(State or other jurisdiction       (Commission                (I.R.S. Employer
       of incorporation)           File Number)              Identification No.)




Three Lakes Drive, Northfield, Illinois                           60093-2753
   (Address of principal executive offices)                       (Zip Code)




    Registrant's telephone number, including area code:         (847) 646-2000


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

Item 5.      Other Events.

           Filed as part of this Current Report on Form 8-K are the consolidated
balance sheets of Kraft Foods Inc. and subsidiaries (the "Company") as of
December 31, 2001 and 2000, and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2001 (the "Financial Statements"), the independent
accountants' report thereon and the statement regarding computation of ratios of
earnings to fixed charges. The Financial Statements, the independent
accountants' report and the statement regarding computation of ratios of
earnings to fixed charges will be incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001.


Item 7.      Financial Statements and Exhibits.


           The Financial Statements, together with the independent accountants'
report thereon, are included herein.

      (c) Exhibits

          12.      Statement regarding computation of ratios of earnings to
                   fixed charges.

          23.      Consent of independent accountants.

          99.      Financial Statements.

                                    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.

                     KRAFT FOODS INC.



                     By:      /s/  JAMES  P. DOLLIVE
                     -----------------------------------------------------------
                     Name:    James P. Dollive
                     Title:   Senior Vice President and Chief Financial Officer



DATE:  January 30, 2002

                                  EXHIBIT INDEX

Exhibit No.

12.      Statement regarding computation of ratios of earnings to fixed charges.

23.      Consent of independent accountants.

99.      Financial Statements.