Philip Morris Cos. Inc.'s $11 billion bid for Kraft Inc. would make it the world's largest maker of consumer goods while decreasing its heavy dependence on profitable but stagnating cigarette sales.

Philip Morris, the 12th-biggest industrial company in the Fortune 500, launched a surprise tender offer late Monday that would pay $90 a share to shareholders of 31st-ranked Kraft.If successful, the deal would be the largest non-oil takeover ever, trailing only Standard Oil Co.'s $13.4 billion purchase of Gulf Corp. in 1984. That company later changed its name to Chevron Corp.

In early trading Tuesday on the New York Stock Exchange, Kraft shot up $27 a share to $87.371/2, just below the offer price, while Philip Morris fell $5.121/2 to $94.871/2 because of investors' fears that the acquisition of Kraft would dilute Philip Morris' earnings. Trading was heavy.

Kraft, based in Glenview, Ill., indicated it might fight the takeover, even though the offer was about 50 percent above its closing stock price on Monday. New York-based Philip Morris, best known for Marlboro, Virginia Slims, Benson & Hedges and Merit cigarettes, took over General Foods Corp., the maker of Jell-O, Maxwell House, Kool-Aid, Shake 'N Bake and Oscar Meyer, in 1985 for $5.7 billion.

The addition of Kraft would bring such names as Velveeta, Thousand Island dressings, Cheez Whiz, Breyer's, Light 'n' Lively, Sealtest and Frusen Gladje.

"Philip Morris is aiming for preeminence among consumer goods marketers, and this will take them there," said analyst John C. Bierbusse of A.G. Edwards & Sons in St. Louis.

With Kraft, it would displace Uni-lever, the British-Dutch company, as the world's largest maker of consumer goods.

Philip Morris revenues for the year that ended June 30 were $29 billion, and when added to Kraft's $10.5 billion for the period, the revenues would far outstrip Unilever's $30 billion, according to Jay H. Freedman, an analyst who follows consumer producers for Kidder, Peabody & Co.

In an interview late Monday, Hamish Maxwell, Philip Morris' chairman and chief executive, said, "Being in the food business, we feel that we understand it."

Kraft and Philip Morris' General Foods are roughly the same size and together would have roughly $20 billion in annual revenue. That would make Philip Morris the biggest food company after Nestle SA of Switzerland, which had revenue last year of $28 billion.