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Kellogg

(K)

posted third-quarter earnings that met analysts' expectations, but warned that it "may be challenged" to meet fourth-quarter estimates, amid increasing energy and interest rates, heightened competition and weak currencies.

But the news of the day from Kellogg centered around the company's plan to acquire

Keebler Foods

( KBL) for $42 a share, or $3.57 billion. Kellogg, which disclosed the bid this morning, expects to close the acquisition in the first quarter of 2001. Kellogg will also assume Keebler's debt and said the transaction would create a food company with $10 billion in annual sales.

The cereal and convenience food maker earned $181.9 million, or 45 cents a share, up from last year's $170.8 million, or 42 cents a share. Wall Street expected the company to earn 45 cents a share.

Third-quarter sales were $1.85 billion, down 1.2% from last year's $1.87 billion, and third-quarter volume was off 1.4%.

Shares of Kellogg were recently down 50 cents, or 2.2%, to $22.25, while Keebler rose $1.06, or 2.7%, to $40.44.